UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT of NEW YORK ------X : in Re: : Chapter 11 : RUBIE’S COSTUME COMPANY, INC., Et Al

Case 8-20-71970-ast Doc 74 Filed 05/26/20 Entered 05/26/20 19:45:36

PRESENTMENT DATE: JUNE 11, 2020 AT 12:00 p.m. OBJECTION DEADLINE: JUNE 11, 2020 AT 11:00 a.m.

MEYER, SUOZZI, ENGLISH & KLEIN, P.C. TOGUT, SEGAL & SEGAL LLP Edward J. LoBello Frank A. Oswald Howard B. Kleinberg Brian F. Moore Jordan D. Weiss One Penn Plaza, Suite 3335 990 Stewart Avenue, Suite 300 New York, New York 10119 Garden City, New York 11530 (212) 594-5000 (516) 741-6565

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK ------x : In re: : Chapter 11 : RUBIE’S COSTUME COMPANY, INC., et al. : Case No. 20-71970 : Debtors. : (Jointly Administered) : ------x

NOTICE OF PRESENTMENT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SSG ADVISORS, LLC AS INVESTMENT BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on June 11, 2020 at 12:00 p.m. (the

“Presentment Date”), Rubie’s Costume Company, Inc. (“Rubies”), Forum Novelties Inc.

(“Forum”), Buyseasons Enterprises, LLC (“Buyseasons”), Masquerade, LLC (“Masquerade”),

The Diamond Collection LLC (“Diamond Collection”), and Rubie’s Masquerade Company LLC

(“Rubie’s Masquerade”), Debtors and Debtors-in-Possession (collectively, the “Debtors”) by their proposed counsel, will present the annexed application (the “Application”) to the Honorable

Alan S. Trust, United States Bankruptcy Judge, at the United States Bankruptcy Court for the

Eastern District of New York, seeking entry of an order (the “Order”), in the form annexed to the

Application as Exhibit “A”, pursuant to sections 327(a) and 328 of title 11 of the United States

Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Case 8-20-71970-ast Doc 74 Filed 05/26/20 Entered 05/26/20 19:45:36

Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy

Rules for the United States Bankruptcy Court for the Eastern District of New York (the “Local

Bankruptcy Rules”), authorizing the employment and retention of SSG Advisors, LLC (“SSG”) as investment bankers to the Debtors nunc pro tunc to the Petition Date (as defined in the

Application).

PLEASE TAKE FURTHER NOTICE, that objections, if any, to the relief

requested in the Application, must be in writing, conform with the Title 11 of the United States

Code and Bankruptcy Rules, state with particularity the grounds therefor, and be filed with the

Court, with a courtesy copy to the Chambers of the Honorable Alan S. Trust, United States

Bankruptcy Court for the Eastern District of New York, and served upon, so as to be received

by: (i) Meyers, Suozzi, English & Klein, P.C., proposed counsel to the Debtors, 990 Stewart

Avenue, Suite 300, Garden City, New York 11530, Attn: Edward J. LoBello, Esq.

([email protected]) and Howard B. Kleinberg, Esq.([email protected]); (ii) Togut,

Segal & Segal LLP, proposed co-counsel to the Debtors, One Penn Plaza, Suite 3335, New

York, New York 10119, Attn: Frank A. Oswald, Esq. ([email protected]) and

Brian F. Moore, Esq. ([email protected]); (iii) Office of the Unites States Trustee for

the Eastern District of New York, Alfonse D’Amato Federal Courthouse, 560 Federal Plaza,

Central Islip, NY 11722, Attn: Christine H. Black, Assistant United States Trustee; and (iv)

SSG Advisors, LLC, proposed investment banker for the Debtors, 300 Barr Harbor Drive,

West Conshohocken , Pennsylvania 19428, Attn: J. Scott Victor, Managing Director and

Teresa C. Kohl, Managing Director, no later than June 11, 2020 at 11:00 a.m. (the

“Objection Deadline”), as follows: (a) (i) through the Bankruptcy Court’s electronic filing

system, which may by assessed through the internet at the Bankruptcy Court’s website at

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www.nyeb.uscourts.gov; and (ii) in portable document format (“PDF”) using Adobe Exchange

Software for conversion; or (b) if by a party that is unable to file electronically, such party shall submit the objection in PDF format on portable media in an envelope with the case name, case number, type and title of document, document number to which the objection refers and the file name on the outside of the envelope.

PLEASE TAKE FURTHER NOTICE, that if an objection is timely filed to the relief requested, or if the Court determines that a hearing is appropriate, the Court will schedule a hearing. Notice of such a hearing will be provided by the Debtors.

DATED: New York, New York May 26, 2020

RUBIE’S COSTUME COMPANY, INC., et al. Debtors and Debtors in Possession By their Proposed Counsel TOGUT, SEGAL & SEGAL LLP,

By:

/s/Frank A. Oswald Frank A. Oswald Brian F. Moore One Penn Plaza, Suite 3335 New York, New York 10119 (212) 594-5000

- and -

MEYER, SUOZZI, ENGLISH & KLEIN, P.C. Edward J. LoBello Howard B. Kleinberg Jordan D. Weiss 990 Stewart Avenue, Suite 300 Garden City, New York 11530 (516) 741-6565

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Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK ------x : In re: : Chapter 11 : RUBIE’S COSTUME COMPANY, INC., et al. : Case Nos. 20-71970 thru 20-71975 (AST) : Debtors. : (Pending Joint Administration) : ------x

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SSG ADVISORS, LLC AS INVESTMENT BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

TO THE HONORABLE ALAN S. TRUST UNITED STATES BANKRUPTCY JUDGE:

Rubie’s Costume Company, Inc., Forum Novelties Inc., Buyseasons Enterprises,

LLC, Masquerade, LLC, The Diamond Collection LLC, and Rubie’s Masquerade Company

LLC, debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned cases, hereby make this application (the “Application”) for entry of an order substantially in the form attached hereto as Exhibit “A” (the “Proposed Order”) pursuant to sections 327(a) and 328 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of

New York (the “Local Bankruptcy Rules”), (a) authorizing the employment and retention of SSG

Advisors, LLC (“SSG”) as investment banker to the Debtors nunc pro tunc to the Petition Date Case 8-20-71970-ast Doc 74 Filed 05/26/20 Entered 05/26/20 19:45:36

(defined below) to provide investment banking services during the Debtors’ chapter 11 cases

(the “Chapter 11 Cases”), pursuant to and in accordance with the terms and conditions set forth in that certain engagement agreement dated April 18, 2020 (the “Engagement Letter”),1 attached hereto as Exhibit “B”, (b) approving the provisions of the Engagement Agreement, including the proposed compensation arrangement set forth therein, under section 328(a) of the Bankruptcy

Code, and (c) exempting SSG from the time-keeping requirements. In support of this

Application, the Debtors rely on the Declaration of J. Scott Victor (the “Victor Declaration”) attached hereto as Exhibit “C” and incorporated herein by reference, and respectfully represent as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this Application under

28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue of these cases and this Application in this district is proper under 28 U.S.C. §§ 1408 and 1409.

2. The statutory predicates for the relief requested herein are sections 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules

2014-1 and 2016-1.

BACKGROUND

3. On April 30, 2020 (the “Petition Date”), the Debtors filed voluntary petitions in this Court for relief under Chapter 11 of the Bankruptcy Code. The factual background regarding the Debtors, including their business operations, their capital and debt structure, and the events leading to the filing of these Chapter 11 Cases is set forth in detail in the

1 Any references to, or summaries of, the Engagement Letter in this Application are qualified by the express terms of the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and such summaries or references herein. Additionally, any initially capitalized terms used in this Application and not otherwise defined herein shall have the meaning ascribed to them in the Engagement Letter.

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Declaration of Marc Beige Pursuant to Local Bankruptcy Rule 1007-4 and in Support of the

Debtors’ Chapter 11 Petitions and First Day Pleadings [Docket No. 2], incorporated by reference herein.

4. The Debtors continue to manage and operate their businesses as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

5. To date, the United States Trustee for the Eastern District of New York

(the “U.S. Trustee”) has not appointed a creditors’ committee in these Chapter 11 Cases, nor has any trustee or examiner been appointed therein.

SSG’S QUALIFICATIONS

6. The Debtors have determined, in the exercise of their business judgment, that the challenges they face require them to employ an investment banker with knowledge of the

Debtors’ industry and businesses and experience with the chapter 11 process to advise them with respect to their restructuring options. The Debtors believe that SSG is well qualified to provide its services to the Debtors in a cost-effective, efficient, and timely manner. SSG will coordinate with the Debtors’ other retained professionals in these Chapter 11 Cases to eliminate unnecessary duplication or overlap of work.

7. SSG is well suited to provide the investment banking services that the

Debtors require in these Chapter 11 Cases. SSG is a nationally recognized investment bank that helps middle market companies, as well as its stakeholders, complete challenging financial transactions. SSG has (a) substantial experience with, and knowledge of, companies involved in the same or similar industries as the Debtors, (b) extensive knowledge of potential buyers interested in the Debtors’ industry, and (c) substantial special situation investment banking experience. Since 2001, SSG has completed over three hundred and fifty (350) investment banking assignments around the country and in Europe. SSG has served as an investment banker

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for debtors in numerous chapter 11 proceedings. See, e.g., In re Samuel Jewelers, Inc., Case No.

18-11818 (KJC) (Bankr. D. Del. 2018); In re ABT Molecular Imaging, Inc., Case No. 18-11398

(CSS) (Bankr. D. Del. 2018); In re Nighthawk Royalties, LLC, Case No. 18-10989 (BLS)

(Bankr. D. Del. 2018); In re Vitamin World, Inc., Case No. 17-11933 (KJC) (Bankr. D. Del.

2017); In re Peekay Acquisition, LLC, Case No. 17-11722 (BLS) (Bankr. D. Del. 2017); In re

Short Bark Indus., Inc., Case No. 17-11502 (KG) (Bankr. D. Del. 2017); In re Unilife Corp.,

Case No. 17-10805 (LSS) (Bankr. D. Del. 2017); In re Verengo, Inc., Case No. 16-12098 (BLS)

(Bankr. D. Del. 2016); In re Canal Asphalt, Inc., Case No. 15-23094 (RDD) (Bankr. S.D.N.Y.

2015); In re Corporate Resource Servs., Inc., Case No. 15-12329 (MG) (Bankr. S.D.N.Y. 2015);

In re DNL Indus., LLC, Case No. 13-22079 (RDD) (Bankr. S.D.N.Y. 2013); In re Journal

8. The Debtors, in the exercise of their business judgment, have selected

SSG as their investment banker based upon, inter alia, (a) the Debtors’ need to retain an investment banking firm to provide advice with respect to their restructuring options, and

(b) SSG’s extensive experience and excellent reputation in providing investment banking services in chapter 11 bankruptcy cases.

SERVICES TO BE PROVIDED

9. Subject to Court approval, and as more fully described in the Engagement

Agreement, the services being provided by SSG during these Chapter 11 Cases include investment banking services in connection with one or more of the following: (a) the private placement of debt and/or equity capital (the “Financing”); and/or (b) the sale of all or a part of the Company’s assets (the “Sale”). Such services may include, inter alia:

• Preparing an information memorandum describing the Debtors, their historical performance and prospects, including existing contracts,

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marketing and sales, labor force, management, and financial projections;

• Assisting the Debtors in compiling a data room of any necessary and appropriate documents related to the Sale and/or the Financing;

• Assisting the Debtors in developing a list of suitable potential buyers, lenders, or investors who will be contacted on a discreet and confidential basis after written approval by the Debtors and update such list with the Debtors on an on-going basis;

• Coordinating the execution of confidentiality agreements for potential buyers, lenders, or investors wishing to review the information memorandum;

• Assisting the Debtors in coordinating physical and/or virtual site visits for interested buyers, lenders, or investors, and work with the management team to develop appropriate presentations for such visits;

• Soliciting competitive offers from potential buyers, lenders, or investors;

• Advising and assisting the Debtors in structuring the Sale and negotiating the Sale Agreements;

• Advising and assisting the Debtors in structuring the Financing and negotiating the Financing agreements;

• Assisting the Debtors in developing a breakeven analysis for evaluation of potential sale scenarios; and

• Otherwise assisting the Debtors and their other professionals, as necessary, through closing on a best efforts’ basis.

10. It is necessary for the reorganization efforts of the Debtors that the

Debtors employ SSG to render the foregoing professional services. The Debtors believe that the services will not duplicate the services that the Debtors’ other professionals will be providing in these Chapter 11 Cases. Specifically, SSG will carry out unique functions and will use reasonable efforts to coordinate with the Debtors and their other professionals to avoid the unnecessary duplication of services.

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PROFESSIONAL COMPENSATION

11. Prior to the Petition Date and pursuant to the terms of the Engagement

Letter, the Debtors paid SSG the Initial Fee (as defined below).

12. As more fully described in the Engagement Agreement, in consideration of the services provided by SSG, the Debtors have agreed to pay SSG as follows:

(a) Initial Fee: An initial fee (the “Initial Fee”) equal to $75,000 due upon signing the Engagement Agreement. Fifty percent (50%) of the Initial Fee shall be credited against a Transaction Fee, as defined below.

(b) Monthly Fees: Monthly fees (the “Monthly Fees”) of $25,000 per month payable beginning June 1, 2020 and on the first (1st) of each month thereafter throughout the Engagement Term (as such term is hereafter defined). Fifty percent (50%) of the Monthly Fees shall be credited against a Transaction Fee.

(c) Financing Fee: Upon the closing of a Financing Transaction to any party, SSG shall be entitled to a fee (the “Financing Fee”) payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Financing equal to 1.0% of any Senior Debt raised from any financing source, including senior revolver and term loans, plus 3.0% of any Tranche B, Traditional Subordinated Debt, or Equity raised regardless of whether the Debtors chose to draw down the full amount of the Financing. Notwithstanding the foregoing, in the event that HSBC Bank, USA, National Association, or any affiliate thereof (“HSBC”), or Bank Leumi, or any affiliate thereof (“Bank Leumi”), provide any funds in connection with a Financing Transaction, the Financing Fee on such funds provided by HSBC and Bank Leumi shall be reduced by fifty percent (50%).

Notwithstanding the foregoing, SSG shall not be entitled to any Financing Fee related to capital, financing, or guaranty from Marc Beige or Howard Beige, or any member of the Beige family, or any trust associated with the Beige family, or any government economic assistance program.

However, in the event SSG delivers to the Debtors one or more term sheets for a Financing and the existing lender group renews its existing credit facility on better terms than current exists, then SSG will be entitled to a Financing Fee of $500,000.

(d) Sale Fee: Upon the consummation of a Sale Transaction to any party, other than as set forth below, SSG shall be entitled to a fee (the “Sale

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Fee”), payable in cash, in federal funds via wire transfer, or certified check, at and as a condition of closing of such Sale, equal to the greater of (a) $600,000 or (b) one and three-quarters percent (1.75%) of Total Consideration.

In the event that the Debtors determine to terminate the Sale process and move to an orderly wind-down of their assets, then SSG's Sale Fee shall be $250,000.

(e) Expenses: In addition to the foregoing Initial Fee, Monthly Fee, and Transaction Fees noted above, whether or not a Transaction is consummated, SSG will be entitled to reimbursement for all of SSG’s reasonable out-of-pocket expenses incurred in connection with the subject matter of this Engagement Agreement up to a cumulative cap of $10,000 and thereafter, upon the Debtors’ approval.

13. The Debtors believe that the compensation structure described above is

(a) comparable to compensation generally charged by investment banking firms of similar stature to SSG for comparable engagements, both in and out of bankruptcy proceedings, and (b) reflects a typical fee structure for SSG and other leading investment banking firms which do not bill their clients on an hourly basis, but are generally compensated on a transactional basis.

14. The hours worked, the results achieved, and the ultimate benefit to the

Debtors of the work performed by SSG in connection with this engagement may vary and the

Debtors have taken this into account in setting the above fees.

15. SSG’s restructuring expertise, as well as its capital markets knowledge, financing skills, knowledge and experience within the Debtors’ industry, and mergers and acquisitions capabilities, some or all of which may be required by the Debtors during the term of

SSG’s engagement hereunder, were important factors to the Debtors in determining the amount of SSG’s fees, and the Debtors believe that the ultimate benefit to the Debtors of SSG’s services hereunder cannot be measured merely by reference to the number of hours to be expended by

SSG’s professionals in the performance of such services.

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16. The Debtors propose that all compensation and expenses will be sought in accordance with section 328(a) of the Bankruptcy Code and will not be subject to the standard of review in section 330 of the Bankruptcy Code.

MODIFICATION OF COMPLIANCE WITH REQUIREMENTS REGARDING TIME ENTRY DETAIL

17. Consistent with its ordinary practice and the practice of investment bankers and financial advisors in other chapter 11 cases whose fee arrangements are typically not hours-based, SSG does not ordinarily maintain contemporaneous time records in one-tenth hour

(0.10) increments (similar to those customarily kept by attorneys and required by the guidelines of the United States Trustee) or provide or conform to a schedule of hourly rates for its professionals. Accordingly, SSG requests that it be excused from such timekeeping and information requirements. SSG will maintain records in support of any actual, necessary costs and expenses incurred in connection with the rendering of its services in these cases.

SSG’S DISINTERESTEDNESS

18. To the best of the Debtors’ knowledge, (a) SSG is a “disinterested person,” as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and, as required by section 327(a) and referenced by section 328(c) of the Bankruptcy Code, neither holds nor represents any interest adverse to the

Debtors and their estates, and (b) except as disclosed in the Victor Declaration, has no connection to the Debtors or to their significant creditors or certain other potential parties-in-interest (“Parties-in-Interest”) whose names were supplied to SSG by the Debtors.2

2 The list of Parties-in-Interest supplied to SSG by the Debtors is attached as Schedule 1 to the Victor Declaration. To the extent that SSG’s research of relationships with these Parties-in-Interest indicated that SSG has provided in the recent past or is currently providing services to any of these entities in matters unrelated to the Chapter 11 Cases, SSG has so indicated in Schedule 2 to the Victor Declaration.

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19. Also, to the best of the Debtors’ knowledge, information, and belief, and based entirely and in reliance upon the Victor Declaration: (a) to the best of Mr. Victor’s knowledge, information, and belief, none of SSG’s past or current engagements would or does appear to create an interest materially adverse to the interests of the Debtors, creditors, or equity security holders in these Chapter 11 Cases and, as such the Debtors believe that SSG is disinterested and holds no materially adverse interest as to the matters upon which they are to be retained; and (b) to the extent SSG discovers any facts bearing on the matters described herein during the period of SSG’s retention, SSG will supplement the information contained in the

Victor Declaration.

20. As described in more detail in the Victor Declaration, SSG, inter alia, searched its conflict databases to determine whether it represents, or has represented, certain of the Debtors’ creditors or other Parties-in-Interest in these proceedings, or matters wholly unrelated to those proceedings. Due to the size of SSG and the number of creditors and other

Parties-in-Interest involved in these Chapter 11 Cases, however, SSG may have represented certain of the Debtors’ creditors or other Parties-in-Interest in matters wholly unrelated to the

Chapter 11 Cases. Except as may be described in the Victor Declaration, SSG does not, to its knowledge, represent any party with an interest materially adverse to the Debtors or their estates.

21. Also, in accordance with section 504 of the Bankruptcy Code, SSG has informed the Debtors that there is no agreement or understanding between SSG and any other entity, other than an employee of SSG, for the sharing of compensation received or to be received for services rendered in connection with these Chapter 11 Cases.

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INDEMNIFICATION

22. Pursuant to the Engagement Agreement, the Debtors have agreed (a) to indemnify, defend, and hold harmless SSG or SSG Capital Advisors, LLC (“SCA”) and their affiliates, the respective partners, members, directors, officers, agents, and employees of SSG,

SCA, and their affiliates and each other person, if any, controlling SSG, SCA, and their affiliates

(collectively, the “Indemnified Parties”) from and against any and all losses, claims, liabilities, or costs, as and when incurred, to which such Indemnified Party may become subject to or which are asserted against any Indemnified Party, directly or indirectly, in any way related to SSG acting for the Debtors under the Engagement Agreement, and (b) to reimburse the Indemnified

Parties for any legal or other expenses incurred by them, as and when incurred, in connection with investigating, preparing, or defending any such losses, claims, damages or liabilities; provided, however, that the Debtors shall not be liable for any such liability found in a final judgment to have resulted from SSG's gross negligence or willful misconduct in the performance of duties under the Engagement Agreement.

RETENTION PURSUANT TO SECTION 328(A) OF THE BANKRUPTCY CODE

23. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court approval, “may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.” 11 U.S.C. § 327(a).

24. Additionally, under section 328(a) of the Bankruptcy Code, the Debtors,

“with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a

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retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.”

11 U.S.C. § 328(a). Accordingly, section 328 of the Bankruptcy Code permits the compensation of professionals, including investment bankers, on more flexible terms that reflect the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrette Sec. v. Nat’l Gypsum (In re Nat’l Gypsum Co.):

Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present § 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).

123 F.3d 861, 862 (5th Cir. 1997) (internal citations and emphasis omitted).

25. Bankruptcy Rule 2014 further requires that an application for retention of a professional person include:

[S]pecific facts showing the necessity for the employment, the name of the person to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the person's connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed R. Bank. P. 2014(a).

26. As discussed in this Application and the Victor Declaration, SSG satisfies the disinterestedness standard in section 327(a) of the Bankruptcy Code. Additionally, given the numerous issues that SSG may be required to address in the performance of its services for the

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Debtors pursuant to the Engagement Agreement, SSG’s commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for SSG’s services for engagements of this nature, the Debtors believe that the terms and conditions of the

Engagement Agreement are fair, reasonable, and market-based under the standards set forth in section 328(a) of the Bankruptcy Code.

27. Indeed, the Debtors submit that the fee structure, expense reimbursement, and indemnification provisions are reasonable terms and conditions of employment under section

328(a) of the Bankruptcy Code in light of the following: (a) the nature and scope of services to be provided by SSG; (b) industry practice with respect to the fee structures and indemnification provisions typically utilized by leading investment banks and investment bankers that do not bill their clients on an hourly basis; (c) market rates charged for comparable services both in and out of the chapter 11 context; (d) SSG’s substantial experience with respect to financial restructuring and investment banking; and (e) the nature and scope of work already performed by SSG.

28. The terms of the Engagement Agreement were negotiated in good faith and at arm’s-length between the Debtors and SSG and reflect the Debtors’ evaluation of the substantial work that will be performed by SSG and its financial advisory expertise.

29. Furthermore, the fee structure is consistent with and typical of compensation arrangements entered into by SSG and other comparable firms in connection with the rendering of similar services under similar circumstances. SSG’s strategic and financial expertise as well as its capital markets knowledge, financing skills, restructuring capabilities, and mergers and acquisitions expertise, some or all of which may be required by the Debtors during the term of SSG’s engagement, were all important factors in determining the fee structure. The

Debtors believe that the ultimate benefit of SSG’s services cannot be measured by reference to

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the number of hours to be expended by SSG’s professionals in the performance of such services.

Accordingly, the Debtors submit that the fee structure is both fair and reasonable under the standards set forth in section 328(a) of the Bankruptcy Code.

30. The Debtors propose that, notwithstanding SSG’s retention under section

328(a) of the Bankruptcy Code, the United States Trustee will retain the right to object to the compensation to be paid to SSG pursuant to the Engagement Agreement based on the reasonableness standard provided for in section 330 of the Bankruptcy Code, provided that reasonableness for this purpose shall include, inter alia, an evaluation by comparing the fees payable in these Chapter 11 Cases to the fees paid to other investment banking firms for comparable services in other chapter 11 cases and outside of chapter 11 cases, and shall not be evaluated primarily on the basis of time committed or the length of these cases.

31. As set forth above, notwithstanding approval of the Engagement

Agreement under section 328(a) of the Bankruptcy Code, SSG intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these cases, subject to the Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures and orders of the Court and consistent with the fee structure set forth in the

Engagement Agreement.

NUNC PRO TUNC RELIEF IS WARRANTED

32. The Debtors believe that employment of SSG effective nunc pro tunc to the Petition Date is warranted under the circumstances of these Chapter 11 Cases so that SSG may be compensated for its services prior to entry of an order approving SSG’s retention.

Further, the Debtors believe that no Party-in-Interest will be prejudiced by the granting of nunc

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pro tunc employment because SSG provided, and will continue to provide, valuable investment banking services to the Debtors’ estates, and has been doing so since the Petition Date.

NOTICE

33. Notice of this Application has been provided either by facsimile, electronic transmission, overnight delivery, or hand delivery to: (a) the U.S. Trustee; (b) the

Internal Revenue Service; (c) the parties included on the Debtors’ list of their 30 largest unsecured creditors; (d) the U.S. Attorney for the Eastern District of New York; (e) the Bank

Group and HSBC as its administrative agent; (f) the Taxing Authorities; and (g) any such other party entitled to notice pursuant to Rule 9013-1(d) of the Local Bankruptcy Rules for the United

States Bankruptcy Court for the Eastern District of New York. A copy of this Application is also available on the website maintained by the Debtors’ notice and claims agent, KCC LLC at www.kccllc.net/rubies.

NO PRIOR REQUEST

34. No previous request for the relief sought herein has been made to this

Court or any other court.

[Concluded on the Following Page]

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CONCLUSION

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit “A”, granting the relief requested in the

Application and such other and further relief as may be just and proper.

Dated: New York, New York May 26, 2020 RUBIE’S COSTUME COMPANY, INC., et al., Debtors and Debtors in Possession By their Proposed Counsel TOGUT, SEGAL & SEGAL LLP, By:

/s/Frank A. Oswald Frank A. Oswald Brian F. Moore One Penn Plaza, Suite 3335 New York, New York 10119 (212) 594-5000

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MEYER, SUOZZI, ENGLISH & KLEIN, P.C. Edward J. LoBello Howard B. Kleinberg Jordan D. Weiss 990 Stewart Avenue, Suite 300 Garden City, New York 11530 (516) 741-6565 Case 8-20-71970-ast Doc 74-1 Filed 05/26/20 Entered 05/26/20 19:45:36

Exhibit A

Proposed Order

Case 8-20-71970-ast Doc 74-1 Filed 05/26/20 Entered 05/26/20 19:45:36

ORDER AUTHORIZING DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SSG ADVISORS, LLC AS INVESTMENT BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the application (the “Application”)1 of Rubie’s Costume

Company, Inc., Forum Novelties Inc., Buyseasons Enterprises, LLC, Masquerade, LLC, The

Diamond Collection LLC, and Rubie’s Masquerade Company LLC, debtors and debtors-in- possession (collectively, the “Debtors”), for an Order pursuant to sections 327(a) and 328 of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and

2016-1 authorizing and approving the employment and retention of SSG Advisors, LLC (“SSG”) as investment banker for the Debtors, nunc pro tunc to the Petition Date; and the Court having reviewed the Application and the Victor Declaration in support of the Application; and the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334, (ii) this proceeding is a core proceeding pursuant to 28 U.S.C. § 157(b), and (iii) venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that due and sufficient notice of the Application has been given under the particular circumstances; and it appearing that no other or further notice need be provided; and after due deliberation the Court having determined that

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application or the First-Day Declaration, as applicable. Case 8-20-71970-ast Doc 74-1 Filed 05/26/20 Entered 05/26/20 19:45:36

the legal and factual bases set forth in the Application thereon establish just cause for the relief granted herein; and good and sufficient cause appearing therefor, it is hereby:

ORDERED, ADJUDGED, AND DECREED that: 1. The Application is GRANTED as set forth in this Order.

2. The Debtors are authorized pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, Bankruptcy Rule 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and

2016-1 to employ and retain SSG as their investment banker in accordance with the terms and conditions set forth in the Engagement Agreement effective nunc pro tunc to the Petition Date.

3. SSG shall file a final fee application for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable orders of this Court and the Guidelines promulgated by the United States Trustee for Region 2

(the “Guidelines”).

4. SSG’s compensation shall be subject to the standard of review provided in section 328(a) of the Bankruptcy Code and not subject to any other standard of review under section 330 of the Bankruptcy Code.

5. SSG does not hold or represent any interest adverse to the Debtors’ estates with respect to the matters upon which it is to be employed and is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code.

6. The terms of the Engagement Agreement are approved in all respects except as limited or modified herein.

7. The compensation provisions of the Engagement Agreement, including with respect to the Monthly Fees and Transaction Fees, and the other fees and expenses are reasonable terms and conditions of employment as required under section 328(a) of the 2 Case 8-20-71970-ast Doc 74-1 Filed 05/26/20 Entered 05/26/20 19:45:36

Bankruptcy Code, and are hereby approved pursuant to section 328(a) of the Bankruptcy Code, and SSG’s fees shall be compensated and reimbursed pursuant to section 328(a) of the

Bankruptcy Code in accordance with the terms of, and at the times specified by, the Engagement

Agreement. For the avoidance of doubt, SSG shall be entitled to the payment of its Monthly

Fees without the need to file monthly or interim applications for compensation.

8. Notwithstanding anything to the contrary in the Engagement Agreement, the Application or the Victor Declaration, to the extent that the Debtors request SSG to perform any services other than those detailed in the Engagement Agreement, the Debtors shall seek further application for an order of approval by the Court for a supplement to the retention and any related modification to the Engagement Agreement and such application shall set forth, in addition to the additional services to be performed, the additional fees sought to be paid.

9. Notwithstanding anything to the contrary in the Bankruptcy Code, the

Bankruptcy Rules, the Local Bankruptcy Rules, orders of this Court, the Guidelines or any other guidelines regarding submission and approval of fee applications, in light of services to be provided by SSG and the structure of SSG’s compensation pursuant to the Engagement

Agreement, SSG and its professionals shall maintain time records in connection with the services to be rendered pursuant to the Engagement Agreement in one-half (0.5) hour increments. SSG shall maintain records in support of any actual, necessary costs and expenses incurred in connection with the rendering of its services in these Chapter 11 Cases.

10. None of the fees payable to SSG under the Engagement Agreement shall constitute a “bonus” or fee enhancement under applicable law.

11. The indemnification provisions in the Engagement Agreement are approved, subject during the pendency of these cases to the following:

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(a) Subject to the provisions of subparagraphs (b) and (c), the Debtors are authorized to indemnify, and to provide contribution and reimbursement to, and shall indemnify, and provide contribution and reimbursement to, SSG and its present and former partners, principals, and employees in accordance with the terms of the Engagement Agreement for any claim arising from, related to, or in connection with the services provided for in the Engagement Agreement, but not for any claim arising from, related to, or in connection with SSG’s post-petition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification, contribution, and reimbursement therefore are approved by the Court.

(b) Notwithstanding any indemnification provisions of the Engagement Agreement to the contrary, the Debtors shall have no obligation to indemnify SSG and provide contribution and reimbursement to SSG (i) for any claim or expense that is judicially determined (the determination having become final) to have arisen from SSG’s bad faith, gross negligence, or willful misconduct, (ii) for a contractual dispute in which the Debtors allege the breach of SSG’s contractual obligations unless the Court determines that indemnification or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003), or (iii) for any claim or expense that is settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing pursuant to subparagraph (c), beneath, to be a claim or expense for which SSG should not receive indemnity, contribution and reimbursement under the terms of the Engagement Agreement, as modified by this Order.

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these Chapter 11 Cases (that order having become final and no longer subject to appeal), and (ii) the entry of an order closing these Chapter 11 Cases, SSG believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution, or reimbursement obligations under the Engagement Agreement (as modified by this Order), including, without limitation, the advancement of defense costs, SSG must file an application therefore in this Court, and the Debtors may not pay any such amounts to SSG before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time during which the Court shall have jurisdiction over any request for compensation and expenses by SSG for indemnification, contribution, or

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reimbursement and is not a provision limiting the duration of the Debtors’ obligation to indemnify SSG.

12. Notwithstanding anything in this Order to the contrary, the United States

Trustee shall retain all rights to respond or object to SSG's interim and final applications for compensation based on the reasonableness standard provided for in section 330 of the

Bankruptcy Code; provided, that, with respect to the United States Trustee's retention of rights under section 330 of the Bankruptcy Code, it is understood and agreed that reasonableness for this purpose shall be evaluated by comparing the fees payable in these cases to fees paid to other firms offering comparable services in other chapter 11 cases and shall not be evaluated primarily on the basis of time committed or the length of these cases.

13. Notwithstanding anything contained in the Engagement Agreement to the contrary, (a) the portion of the Transaction Fee payable with respect to the portion of Total

Consideration, if any, that consists of the assumption or payoff of unsecured indebtedness or payables, equipment leases (operating and capitalized), real estate leases (operating and capitalized), or the value of any asset left behind in the estate, shall not be paid unless and until all obligations due under the incremental DIP Financing, not including any roll up of pre-petition indebtedness, have been paid, (b) absent the express written consent of the Debtors to an extension, the term of SSG’s engagement shall be the earlier of (i) ninety (90) days from the date of the Engagement Agreement, or (ii) consummation of a sale of substantially all of the Debtors’ assets, or (iii) the occurrence of an event of default under the DIP Financing, which event of default has not been waived. Subject to paragraph 15 below, nothing contained herein shall affect SSG’s “tail” rights as set forth in the Engagement Agreement.

14. To the extent that there is any inconsistency between the terms of the

Application, the Engagement Agreement, or this Order, the terms of this Order shall govern.

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15. The relief granted herein shall be binding upon any chapter 11 trustee appointed in these Chapter 11 Cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of these Chapter 11 Cases to cases under chapter 7; provided, however, that the “tail” rights set forth in paragraph D(c) of the Engagement Agreement shall not apply to any chapter 7 trustee appointed in the event of a subsequent conversion of these Chapter 11

Cases to cases under chapter 7.

16. Notwithstanding any Bankruptcy Rule (including, without limitation,

Bankruptcy Rule 6004(h)) or Local Rule that might otherwise delay the effectiveness of this

Order, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

17. The Debtor is authorized and empowered to take all actions necessary to implement the relief granted in this Order.

18. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order.

Dated: Central Islip, New York ______, 2020

______HONORABLE ALAN. S TRUST UNITED STATES BANKRUPTCY JUDGE

No Objection:

______/s/Christine H. Black Office of the United Stated Trustee Christine H. Black, Assistant US Trustee

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EXECUTION COPY

April 18, 2020

Mr. Marc Beige Chief Executive Officer Rubie’s Costume Company, Inc. 601 Cantiague Rock Road Westbury, NY 11590

Dear Mr. Beige:

This agreement (“Engagement Agreement”) will serve as the contract between Rubie’s Costume Company, Inc. and its subsidiaries (“Rubie’s” or the “Company”) and SSG Advisors, LLC ("SSG") regarding the retention of SSG as exclusive investment banker to Rubie’s for the purposes outlined in this Engagement Agreement. SSG’s responsibilities hereunder involve providing investment banking services to the Company, on an exclusive basis, focusing on (i) the private placement of debt and/or equity capital (the “Financing”); and/or (ii) the sale of all or a part of the Company’s assets (the “Sale”).

A. SSG’s Role:

1. SSG’s role in connection with a Financing Transaction will include the following:

• Prepare an information memorandum describing the Company, its historical performance and prospects, including existing contracts, marketing and sales, labor force, management, and financial projections;

• Assist the Company in compiling a data room of any necessary and appropriate documents related to the Financing;

• Assist the Company in developing a list of suitable potential lenders and investors who will be contacted on a discreet and confidential basis after written approval by the Company;

• Coordinate the execution of confidentiality agreements for potential lenders and investors wishing to review the information memorandum;

• Assist the Company in coordinating physical and/or virtual site visits for interested lenders and investors and work with the management team to develop appropriate presentations for such visits;

300 Barr Harbor Drive, Suite 420 • West Conshohocken, PA 19428 Phone: (610) 940-1094 • Fax: (610) 940-4719 www.ssgca.com Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

Mr. Marc Beige April 18, 2020 Page 2

• Solicit competitive offers from potential lenders and investors;

• Advise and assist the Company in structuring the Financing and negotiating the Financing agreements;

• Otherwise assist the Company and its other professionals, as necessary, through closing on a best efforts basis.

2. Advisor’s role in connection with a Sale Transaction will include the following:

• Assist the Company in compiling a data room of any necessary and appropriate documents related to the Sale;

• Assist the Company in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Company and update and review such list with the Company on an on-going basis;

• Coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum;

• Assist the Company in coordinating physical and/or virtual site visits for interested buyers and work with the management team to develop appropriate presentations for such visits;

• Solicit competitive offers from potential buyers;

• Advise and assist the Company in structuring the sale and negotiating the transaction agreements;

• Assist the Company in developing a breakeven analysis for evaluation of potential sale scenarios;

• Otherwise assist the Company and its other professionals, as necessary, through closing on a best efforts basis.

In performing the services described above, the Company will furnish or cause to be furnished to SSG such information as SSG reasonably believes appropriate to the execution of its engagement hereunder (all such information so furnished being the "Information"). The Company represents to SSG that all Information furnished by it or its agents will be complete and correct in all material respects, to the best of its knowledge, and that until the expiration of SSG’s engagement Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

Mr. Marc Beige April 18, 2020 Page 3

hereunder, the Company will advise SSG immediately of the occurrence of any event or any other change known by it or its agents that results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG: (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same; (b) does not assume responsibility for accurateness or completeness of the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company.

The Company agrees that SSG shall be its exclusive investment banker in connection with any Transaction undertaken with respect to the Company during the Engagement Term, as defined below, of this Engagement Agreement. The Company agrees that, during the Engagement Term, SSG shall have the authority to initiate and conduct discussions and assist and advise the Company in its negotiations with all prospective lenders, investors and buyers. In that regard, the Company agrees to identify to SSG: (a) all prospective lenders, investors and buyers who have been in contact with the Company prior to the date hereof and (b) all prospective lenders, investors and buyers who come in contact with the Company during the Engagement Term.

SSG will consult with and advise the Company with respect to the financial aspects of any proposed Transaction, including price, terms and conditions of a Transaction. SSG will not, however, have any authority to bind the Company with respect to any proposed Transaction. Likewise, nothing contained herein shall require the Company to accept the terms of any proposal, and the Company shall at all times have the right, in its sole and absolute discretion, to reject any proposed Transaction regardless of the terms proposed.

B. SSG’s Compensation

As compensation for providing the foregoing services, SSG shall receive the following:

1. Initial Fee. An initial fee (the “Initial Fee”) equal to $75,000 due upon signing this Engagement Agreement. Fifty percent (50%) of the Initial Fee shall be credited against a Transaction Fee, as defined below.

2. Monthly Fees. Monthly fees (the “Monthly Fees”) of $25,000 per month payable beginning June 1, 2020 and on the first (1st) of each month thereafter throughout the Engagement Term (as such term is hereafter defined). Fifty percent (50%) of the Monthly Fees shall be credited against a Transaction Fee.

3. Financing Fee. Upon the closing of a Financing Transaction to any party, SSG shall be entitled to a fee (“Financing Fee”) payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Financing equal to 1.0% of any Senior Debt (as such term is hereafter defined) raised from any financing source, including senior Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

Mr. Marc Beige April 18, 2020 Page 4

revolver and term loan, plus 3.0% of any Tranche B, Traditional Subordinated Debt or Equity (as such term is hereafter defined) raised regardless of whether the Company chose to draw down the full amount of the Financing. Notwithstanding the foregoing, in the event that HSBC Bank, USA, National Association, or any affiliate thereof (“HSBC”), or Bank Leumi, or any affiliate thereof (“Bank Leumi”), provide any funds in connection with a Financing Transaction, the Financing Fee on such funds provided by HSBC and Bank Leumi shall be reduced by fifty percent (50%).

Notwithstanding the foregoing, SSG shall not be entitled to any Financing Fee related to capital, financing or guaranty from Marc Beige or Howard Beige, or any member of the Beige family, or any trust associated with the Beige family, or any government economic assistance program.

However, in the event SSG delivers to the Company one or more term sheets for a Financing and the existing lender group renews its existing credit facility on better terms than current exists, then SSG will be entitled to a Financing Fee of $500,000.

4. Sale Fee. Upon the consummation of a Sale Transaction to any party, other than as set forth below, SSG shall be entitled to a fee (the “Sale Fee”), payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Sale, equal to the greater of (a) $600,000 or (b) one and three quarters percent (1.75%) of Total Consideration (as such term is hereafter defined).

In the event that the Company determines to terminate the Sale process and move to an orderly wind-down of their assets, then SSG's Sale Fee shall be $250,000.

5. Expenses. In addition to the foregoing Initial Fee, Monthly Fee, and Transaction Fees noted above whether or not a Transaction is consummated, SSG will be entitled to reimbursement for all of SSG’s reasonable out-of-pocket expenses incurred in connection with the subject matter of this Engagement Agreement up to a cumulative cap of $10,000 and thereafter, upon Company approval.

C. Definitions

For the purpose of this Engagement Agreement:

Financing Transaction means funds received by the Company from any senior debt (including, but not limited to debtor-in-possession financing), secured subordinated debt, unsecured subordinated debt or non-control equity from any lender or investor, except as set forth in section B.(3) above, as well as the purchase by any party of the senior debt.

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Mr. Marc Beige April 18, 2020 Page 5

Senior Debt means funds: (a) received by the Company in the form of revolving credit facilities, notes, term loans, lines of credit, offering lines, purchase and sale of accounts receivable facilities, or any other type of credit facility, for which the Company is obligated to repay the funds on a fixed schedule with interest on the unpaid balance thereof at a fixed interest rate or a floating interest rate, without any profit participation or yield enhancement as a return on the repayment of the funds received by the Company; and (b) for which the lender has a claim to or lien on the assets of the Company, superior or prior to the claim of the holders of any Tranche B or Traditional Subordinated Debt.

Tranche B Loan means: (a) funds (i) received by the Company or for which the Company is obligated to repay the funds on a fixed schedule with interest on the unpaid balance therefore at a fixed interest rate or a floating rate higher than that of Senior Debt, and (ii) for which the lender may have a claim to or lien on the assets of the Company, junior to the claim of the holders of Senior Debt.

Traditional Subordinated Debt means: (a) funds (i) received by the Company or for which the Company is obligated to repay the funds on a fixed schedule with interest on the unpaid balance therefore at a fixed interest rate or a floating rate; and (ii) for which the lender does not have a claim to or lien on the assets of the Company, or (b) funds (i) received by the Company, or for which the Company is obligated to repay the funds on a fixed schedule with interest on the unpaid balance thereof at a fixed interest rate or a floating interest rate; and (ii) for which part of the overall return to the investor on these funds is anticipated to consist of a participation in the profits of the Company and/or some other type of income enhancement (whether realized through equity warrants conversions of the debt to equity, or otherwise) which has the effect of raising the overall return on these funds to the investors above the level that could be realized solely due to the receipt of stated interest income.

Equity shall include, but not be limited to, common stock, preferred stock, convertible stock, and the proceeds from any joint venture agreement, including contributions by a joint venture partner involving cash, stock, property, plant and equipment or any other assets, or asset sale that does not constitute control equity.

Sale Transaction means and includes any transaction involving the sale or transfer, directly or indirectly, of all or substantially all of the assets or equity of the Company including, without limitation, a wind-down of assets.

Total Consideration shall mean the purchase price paid for the equity, assets or secured debt, or any portion of either, plus the assumption or payoff of any indebtedness.

For purposes of computing any fees payable to SSG hereunder, non-cash consideration shall be valued as follows: (a) publicly traded securities shall be valued at the average of their closing prices (as reported in The Wall Street Journal) for the five (5) trading days prior to the closing of the Sale Transaction; and (b) any other non-cash consideration, including the retention any non- Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

Mr. Marc Beige April 18, 2020 Page 6

controlling equity stake in the Company, shall be valued at the fair market value thereof as determined in good faith by the Company and SSG. For the avoidance of doubt, if such aggregate consideration may be increased by contingent payments such as an “earnout” or other monetary agreement in the transaction, the portion of SSG’s fee relating thereto shall be calculated and paid when and as such contingent payments or other monetary amounts are received.

Transaction shall mean and include a Financing and/or Sale as determined above.

Transaction Fee shall mean and include a Financing Fee and/or Sale Fee.

D. Term of Engagement

This Engagement Agreement shall remain in force (the “Engagement Term”) for a period of six (6) months from the date of signing this Engagement Agreement, but will terminate upon thirty (30) days written notice by either party to the other, and may continue thereafter on a month to month basis if agreed to by the parties upon written notice; provided, however, that the Engagement Agreement shall terminate immediately upon the closing of a Transaction. Upon the termination of this Engagement Agreement, neither party shall have any further obligations to the other except that: (a) termination of the Engagement Agreement shall not affect SSG’s right to indemnification under the Indemnification paragraph below; (b) the Company shall remain obligated to pay SSG any unpaid Monthly Fees and to reimburse SSG for any expenses incurred through the date of the termination of the Engagement Agreement; and (c) if a Transaction is consummated within twelve (12) months (“Trailer Term”) of the termination of this Engagement Agreement with a lender, purchaser and/or investor, with which SSG has contacted and initiated discussions or negotiations with respect to any Transaction, the Company shall remain obligated to pay a Transaction Fee as calculated above. Sections B, D, E, F and G (entitled Compensation, Term of Engagement, Indemnification, Miscellaneous, and Scope of SSG’s Duties, respectively) of this Engagement Agreement shall survive the expiration or termination of this Engagement Agreement indefinitely.

E. Indemnification

The Company hereby acknowledges and agrees to the indemnification arrangements between the parties hereto as described on Attachment A hereto, which Attachment is incorporated herein and forms an integral part hereof.

F. Miscellaneous

No fee payable to any other financial advisor or finder by the Company or the Company in connection with the subject matter of this Engagement Agreement shall reduce or otherwise affect any fee payable to SSG hereunder without the prior written consent of SSG. This Engagement Agreement and that certain Confidentiality Agreement, dated as of April 15, 2020, between Rubie’s and SSG set forth the entire understanding of the parties relating to the subject matter Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

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hereof and supersedes and cancels any prior communications, understandings and agreements between the parties hereto. This Engagement Agreement cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by both parties. The benefits of this Engagement Agreement shall inure to the respective successors and assigns of the parties hereto and of the Indemnified Parties and their respective successors, assigns and representatives, and the obligations and liabilities assumed in this Engagement Agreement by the parties hereto shall be binding upon their respective successors and assigns.

This Engagement Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts or choice of law that would defer to the substantive laws of any other jurisdiction. The parties hereby irrevocably consent and submit to the exclusive jurisdiction of any state court located in Nassau County in the State of New York or the United States District Court for the Eastern District of New York located in Suffolk County in the State of New York in connection with any dispute arising out of or relating to this Engagement Agreement.

This Engagement Agreement may be executed in any number of counterparts, which counterparts, taken together, shall constitute one and the same Engagement Agreement.

G. Scope of Duties

The Company hereby acknowledges and agrees that: (a) it has retained SSG for the purposes set forth in the Engagement Agreement and that the rights and obligations of the parties hereto are contractual in nature, and (b) SSG has not made any warranties or guarantees of any nature with respect to the success or satisfactory conclusion of any Transaction or as to the economic, financial or other results which may be obtained or experienced by the Company as a result thereof. Both the Company and SSG disclaim any intention to impose fiduciary duties or obligations on the other by virtue of the engagement contemplated by this Engagement Agreement (except that nothing herein shall alter or limit those fiduciary duties imposed upon SSG by operation of law) no other person or entity shall have any rights or obligations hereunder except as expressly provided herein.

H. Bankruptcy Court Proceedings

In the event the Company files a Chapter 11 Bankruptcy proceeding during the Engagement Term, the Company shall use its best commercially reasonable efforts to have SSG employed upon the same or substantially similar terms and shall have this Engagement Agreement and SSG’s retention as the Company’s exclusive investment banker approved by a Court of competent jurisdiction. Case 8-20-71970-ast Doc 74-2 Filed 05/26/20 Entered 05/26/20 19:45:36

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I. Other Matters

SSG has the right, following the Transaction closing, to place advertisements in financial and other newspapers and journals and to send email advertising at its own expense describing its services to the Company hereunder, provided, that the Company has given its prior written consent thereto which consent shall not be unreasonably withheld.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), SSG is required to obtain, verify and record information that identifies its clients, which information may include the name and address of the Company, the Company and its senior management team as well as other information that will allow SSG to properly identify its clients. Additionally, SSG maintains important disclosures on its web site www.ssgca.com. These disclosures may be updated periodically on an as- needed basis. The Company agrees to accept and receive all of these disclosures by electronically accessing the website referenced above and acknowledges that printed hard copies of these disclosures are available upon request by contacting SSG directly at (610) 940-1094.

J. Securities Platform

All transactions involving the sale or purchase of any security (as defined by the Securities Exchange Act of 1934 or the rules and regulations promulgated there under) are offered through SSG Capital Advisors, LLC. (“SCA”) which is an affiliated registered Broker-Dealer in good standing with the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Principals of SSG are registered representatives of SCA. Therefore, SCA is included collectively as “SSG” with all the rights and obligations thereto under the terms of this Engagement Agreement.

To the extent a Transaction Fee is payable to SSG in connection with Transaction constituting the purchase or sale of any security (as defined by the Securities Exchange Act of 1934 or the rules and regulations promulgated there under), such Transaction Fee shall be specifically paid to SCA.

This letter and acceptance may be executed in counterpart, each part of which shall be deemed an original, both of which together shall constitute one and the same instrument, and any amendment, modification or other changes to this Engagement Agreement must be in writing and signed by both parties to be enforceable.

Please indicate your acceptance of the foregoing by executing and returning the enclosed copy of this letter.

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SSG ADVISORS, LLC

By: J. Scott Victor Teresa C. Kohl Managing Director Managing Director

ACCEPTED:

RUBIE’S COSTUME COMPANY, INC.

By: Marc Beige Date: April 18, 2020 Chief Executive Officer

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ATTACHMENT A INDEMNIFICATION PROVISIONS

The Company agrees to indemnify, defend and hold harmless SSG or SCA, and their affiliates, the respective partners, members, directors, officers, agents and employees of SSG, SCA, and their affiliates and each other person, if any, controlling SSG, SCA, and their affiliates (the foregoing being referred to herein individually as an “Indemnified Party” and collectively as the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or costs, as and when incurred, to which such Indemnified Party may become subject to or which are asserted against any Indemnified Party, directly or indirectly, in any way related to SSG performing services for or on behalf of the Company under the Engagement Agreement of which this Attachment A forms a part, including, without limitation, in connection with: (a) any act or omission by SSG related to its engagement as financial advisor under the Engagement Agreement; or (b) SSG’s acceptance, or its performance or non- performance, of its obligations under said Engagement Agreement. However, that the Company shall not be liable under the foregoing indemnity agreement in respect of any liability to the extent that such liability is found in a judgment, settlement or plea agreement by a court, agency, arbitrator or other adjudicating authority of competent jurisdiction, to have resulted from the Indemnified Parties’ gross negligence or willful misconduct in the performance of its duties under said Engagement Agreement. The Company agrees that reliance by SSG on any publicly-available information, which SSG verifies with the Company in writing, the information supplied by the Company to SSG in connection with said Engagement Agreement, or any directions furnished by the Company, on which SSG wholly relies, shall not constitute negligence, bad faith or willful misconduct by SSG.

The provisions of this Attachment A shall survive any termination of said Engagement Agreement.

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Exhibit C

Victor Declaration

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DECLARATION OF J. SCOTT VICTOR IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SSG ADVISORS, LLC AS INVESTMENT BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, J. Scott Victor, declare under penalty of perjury as follows:

1. I am a Managing Director of SSG Advisors, LLC (“SSG”) and its registered broker/dealer affiliate, SSG Capital Advisors, LLC. I have over thirty-five (35) years of experience in advising businesses facing operational or financial challenges, including bankruptcy proceedings.

2. I submit this Declaration in support of the application (the “Application”)1 of the Rubie’s Costume Company, Inc., Forum Novelties Inc., Buyseasons Enterprises, LLC,

Masquerade, LLC, The Diamond Collection LLC, and Rubie’s Masquerade Company LLC, debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned cases, for entry of an order authorizing the employment and retention of SSG as investment banker to the

Debtors nunc pro tunc to the Petition Date pursuant to sections 327 and 328 of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Application. Case 8-20-71970-ast Doc 74-3 Filed 05/26/20 Entered 05/26/20 19:45:36

Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of New York

(the “Local Bankruptcy Rules”). I am duly authorized to submit this Declaration on behalf of

SSG. Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, I could and would testify thereto.

3. This Declaration is also submitted as the statement required pursuant to sections 328(a) and 504 of the Bankruptcy Code and Rule 2014(a) of the Bankruptcy Rules.

DISINTERESTEDNESS

4. To check and clear potential conflicts of interest in these Chapter 11

Cases, as well as determine all “connections” (as such term is used in Bankruptcy Rule 2014) with Parties-In-Interest, SSG conducted a review of the interested parties in these Chapter 11

Cases as provided to SSG by the Debtors and attached hereto as Schedule 1 (collectively, the “Potential Parties-in-Interest”). To the extent that SSG's search of its relationships with the

Potential Parties-in-Interest indicated that SSG currently represents, previously represented, or has a connection with any of the Potential Parties-in-Interest, the identities of such Potential

Parties-in-Interest and relationship to the Debtors and connection to SSG are set forth in

Schedule 2 hereto.

5. Except as set forth in Schedule 2, to the best of my knowledge, information, and belief after reasonable inquiry, SSG (a) does not hold or represent any interest adverse to the Debtors’ estates in matters upon which is has been engaged, and (b) is a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code.

Furthermore, except as set forth in Schedule 2, to the best of my knowledge, information, and belief after reasonable inquiry, neither I nor SSG, nor any member or employee thereof, has any connections with the Debtors, their creditors, any Parties-in-Interest, their respective attorneys

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and accountants, the United States Trustee, or any attorney employed in the Office of the United

States Trustee for this district, and the Bankruptcy Judges for the Eastern District of New York.

6. As part of its diverse practice, SSG has appeared in numerous cases, proceedings, and transactions that involve may different professionals, including attorneys, accountants, and financial consultants, who may represent claimants and Parties-in-Interest in these Chapter 11 Cases. Also, SSG has performed in the past, and may perform in the future, investment banking and financial consulting services for various attorneys and law firms, lenders, and creditors, some of whom may be involved in these proceedings. In addition, SSG has in the past and will likely in the future be working with or against other professional involved in these Chapter 11 Cases in matters unrelated to the Debtors and these Chapter 11

Cases. Based on my current knowledge of the professionals involved, and to the best of my knowledge, none of these relationships create interests materially adverse to the Debtors in matters upon which SSG is to be employed, and none are in connection with the Chapter 11

Cases.

7. Accordingly, I believe that SSG is a “disinterested person,” as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy

Code.

8. To the extent that SSG discovers any facts or additional information during the period of SSG’s retention that requires disclosure, SSG will supplement this

Declaration to disclose such information.

PROFESSIONAL COMPENSATION

9. Prior to the Petition Date and pursuant to the terms of the Engagement

Letter, the Debtors paid SSG the Initial Fee (as defined below).

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10. Subject to the Court’s approval, the Debtors have agreed to pay SSG during the Chapter 11 Cases as follows:

(d) Sale Fee: Upon the consummation of a Sale Transaction to any party, other than as set forth below, SSG shall be entitled to a fee (the “Sale Fee”), payable in cash, in federal funds via wire transfer, or certified check, at and as a condition of closing of such Sale, equal to the greater of (a) $600,000 or (b) one and three-quarters percent (1.75%) of Total Consideration.

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In the event that the Debtors determine to terminate the Sale process and move to an orderly wind-down of their assets, then SSG's Sale Fee shall be $250,000.

11. This compensation structure is typical of SSG’s fee arrangement (as well as those of other leading investment banking firms) for work of this nature. These rates are set at a level designed to fairly compensate SSG for work it performs and to cover fixed costs and routine overhead expenses in these circumstances. SSG believes that this compensation structure is reasonable and comparable to compensation generally charged by investment banking and financial advisory firms of similar stature to SSG for comparable engagements, both in and out of court.

12. To the best of my knowledge, (a) no commitments have been made or received by SSG with respect to compensation or payment in connection with these Chapter 11

Cases other than in accordance with the provisions of the Bankruptcy Code and (b) SSG has no agreement with any other entity to share with such entity any compensation received by SSG in connection with the Chapter 11 Cases.

13. All employees, directors, managing directors, managers, senior managers, and senior associates of SSG who shall render services in these Chapter 11 Cases shall receive compensation on account of their services in these Chapter 11 Cases solely in their individual capacities, and not through any corporation, professional corporation, or limited liability company that such an employee, director, managing director, manager, senior manager, or senior associate may control or be a member of.

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14. Neither SSG nor any of its affiliates (including SSG Capital Advisors,

LLC) will trade in any of the Debtors’ equity or debt securities during this engagement. Any employees working on this engagement will not trade in debt or equity of the Debtors (or their creditors and equity holders) and will not share any confidential information with those that may engage in such trading.

INDEMNIFICATION

15. The Engagement Agreement includes a provision for the indemnification of SSG by the Debtors. I believe that the indemnification provision in the Engagement

Agreement is generally consistent in all material respects with the indemnification provision contained in SSG’s standard engagement agreement for both in- and out-of-court investment banking services. Further, similar indemnification arrangements have been approved by courts as part of SSG’s retention in other bankruptcy matters.

16. The indemnification provisions contained in the Engagement Agreement are important and necessary to limit the exposure of advisors to potential future liability for decisions made based on all material information reasonably available. Further, to the best of my knowledge, such indemnification provisions are consistent with the marketplace. I believe that the indemnification provisions contained in the Engagement Agreement are appropriate and reasonable for the engagement of SSG as investment banker in these Chapter 11 Cases.

17. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States, that the foregoing statements are true and correct to the best of my information, knowledge, and belief.

Dated: May 22, 2020 /s/ J. Scott Victor J. Scott Victor Managing Director SSG Advisors, LLC

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SCHEDULE 1- PARTIES IN INTEREST Case 8-20-71970-ast Doc 74-3 Filed 05/26/20 Entered 05/26/20 19:45:36

Rubies Costume Company Inc. Lead Case No. 20-71970 (AST) Schedule of Potential Parties-in-Interest

Category Party-in-Interest Debtor (Lead) Rubies Costume Company, Inc. Debtor Affiliates Forum Novelties, Inc. Debtor Affiliates Diamond Collection, LLC Debtor Affiliates Buyseasons Enterprises LLC Debtor Affiliates Masquerade LLC Debtor Affiliates Rubie’s Masquerade Co. (USA) Debtors' Professionals Meyer, Suozzi, English & Klein PC Debtors’ Professionals Togut, Segal & Segal LLP Depository Banks HSBC Depository Banks Bank of America Depository Banks JP Morgan Chase Depository Banks Capital One, NA Depository Banks Merrill Lynch Depository Banks Citibank N.A. Depository Banks Charles Schwab Depository Banks Wells Fargo Depository Banks Tristate Capital Bank Depository Banks US Bank Depository Banks TD Bank Depository Banks Union Bank Insurance Providers Markel Insurance Co. Insurance Providers National Union Insurance Providers American Guarantee & Liability Insurance Providers Federal Insurance Co. Insurance Providers Hartford Insurance Co. Insurance Providers Alianz Insurance Co. Insurance Providers Starr Marine Insurance Co. Insurance Providers Sentinel Insurance Co. Insurance Providers Radnor Insurance Co. Insurance Providers StarStone Insurance Providers Landmark Insurance Providers Beazley Insurance Co. Insurance Providers Admiral Insurance Co. Zurich Insurance Co. Insurance Broker Sterling Risk Financial Advisor/Accountants BDO US LLP Counsel for HSBC, As Administrative Agent Phillips Lytle LLP Secured Creditors (Bank HSBC Group) Secured Creditors (Bank JP Morgan Chase Group) Secured Creditors (Bank Wells Fargo Group)

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Rubies Costume Company Inc. Lead Case No. 20-71970 (AST) Schedule of Potential Parties-in-Interest

Category Party-in-Interest Secured Creditors (Bank TD Bank Group) Secured Creditors (Bank Bank of America Group) Secured Creditors (Bank Citibank, NA Group) Officers and Directors Marc Beige Officers and Directors Howard Beige Officers and Directors Maxine Beige Officers and Directors Rubin Beige Top 30 Unsecured Creditors WARNER BROS. Top 30 Unsecured Creditors WUYI JINGJIE CLOTHING CO., LTD Top 30 Unsecured Creditors SUN WAH JIAN XING PLASTIC MANUFACTORY Top 30 Unsecured Creditors MARS HILL INTERNATIONAL LIMITED Top 30 Unsecured Creditors FEDEX Top 30 Unsecured Creditors MARVEL Top 30 Unsecured Creditors AMSCAN Top 30 Unsecured Creditors CHANGZHOU SUNWOOD INTERNATIONAL TRADING CO., LTD Top 30 Unsecured Creditors JINHUAZHIHOU GARMENT CO., LTD. Top 30 Unsecured Creditors ADRENAL LLC Top 30 Unsecured Creditors ZHEJIANG CHINABASE IMPEX CO., LTD Top 30 Unsecured Creditors ZHE JIANG WELLFULL IMPORT AND EXPORT CO. LTD. Top 30 Unsecured Creditors SHENZHEN XINHUA LITE PLASTICS PRODUCTS LIMITED COMPANY Top 30 Unsecured Creditors HUANGSHAN SEA AND SAND CO., LTD. Top 30 Unsecured Creditors PANAN RIKANG COSTUME CO., LTD. Top 30 Unsecured Creditors ZHEJIANG PANAN COMBAAL CLOTHING CO., LTD. Top 30 Unsecured Creditors ACTIVE MARKETING GROUP INC Top 30 Unsecured Creditors GOOGLE Top 30 Unsecured Creditors PANAN LUOLAN ARTS AND CRAFTS CO., LTD. Top 30 Unsecured Creditors SUNRISE PARTY PRODUCTS COMPANY LIMITED Top 30 Unsecured Creditors YIWU PARTYLAND COSTUMES CO., LTD. Top 30 Unsecured Creditors DONG YANG XINGBANG CULTURAL AND CREATIVE CO., LTD. Top 30 Unsecured Creditors UNIQUE INDUSTRIES INC. Top 30 Unsecured Creditors CREATIVE CONVERTING Top 30 Unsecured Creditors ZHENJIANG LIAN YEW Top 30 Unsecured Creditors NINGBO ELITER IMPORT AND EXPORT CO. LTD. Top 30 Unsecured Creditors ANHUI DINGHUI TOYS Top 30 Unsecured Creditors DONGYANG TANKE Top 30 Unsecured Creditors ERRIC SORELLE STUDIOS LTD. Top 30 Unsecured Creditors DONGYANG KEXIN U.S. Bankruptcy Court Chief Judge Carla E. Craig (E.D.N.Y.) Judges U.S. Bankruptcy Court Jusge Robert E. Grossman (E.D.N.Y.) Judges

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Rubies Costume Company Inc. Lead Case No. 20-71970 (AST) Schedule of Potential Parties-in-Interest

Category Party-in-Interest U.S. Bankruptcy Court Judge Nancy Hershey Lord (E.D.N.Y.) Judges U.S. Bankruptcy Court Judge Louis A. Scarcella (E.D.N.Y.) Judges U.S. Bankruptcy Court Judge Elizabeth S. Strong (E.D.N.Y.) Judges U.S. Bankruptcy Court Judge Alan S. Trust (E.D.N.Y.) Judges U.S. District Court (E.D.N.Y.) Judges Chief Judge Roslynn R. Mauskopf U.S. District Court (E.D.N.Y.) Judges Judge Carol Bagley Amon U.S. District Court (E.D.N.Y.) Judges Judge Joan M. Azrack U.S. District Court (E.D.N.Y.) Judges Judge Frederic Block U.S. District Court (E.D.N.Y.) Judges Judge Margo K. Brodie U.S. District Court (E.D.N.Y.) Judges Judge Gary R. Brown U.S. District Court (E.D.N.Y.) Judges Judge Pamela K. Chen U.S. District Court (E.D.N.Y.) Judges Judge Brian M. Cogan U.S. District Court (E.D.N.Y.) Judges Judge LaShann DeArcy Hall U.S. District Court (E.D.N.Y.) Judges Judge Raymond J. Dearie U.S. District Court (E.D.N.Y.) Judges Judge Ann M. Donnelly U.S. District Court (E.D.N.Y.) Judges Judge Sandra J. Feuerstein U.S. District Court (E.D.N.Y.) Judges Judge Nicholas G. Garaufis U.S. District Court (E.D.N.Y.) Judges Judge Nina Gershon U.S. District Court (E.D.N.Y.) Judges Judge I. Leo Glasser U.S. District Court (E.D.N.Y.) Judges Judge Denis R. Hurley U.S. District Court (E.D.N.Y.) Judges Judge Dora L. Irizarry U.S. District Court (E.D.N.Y.) Judges Judge Sterling Johnson, Jr

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Rubies Costume Company Inc. Lead Case No. 20-71970 (AST) Schedule of Potential Parties-in-Interest

Category Party-in-Interest U.S. District Court (E.D.N.Y.) Judges Judge Eric R. Komitee U.S. District Court (E.D.N.Y.) Judges Judge Edward R. Korman U.S. District Court (E.D.N.Y.) Judges Judge Rachel P. Kovner U.S. District Court (E.D.N.Y.) Judges Judge William F. Kuntz U.S. District Court (E.D.N.Y.) Judges Judge Kiyo A. Matsumoto U.S. District Court (E.D.N.Y.) Judges Judge Allyne R. Ross U.S. District Court (E.D.N.Y.) Judges Judge Joanna Seybert U.S. District Court (E.D.N.Y.) Judges Judge Arthur D. Spatt U.S. District Court (E.D.N.Y.) Judges Judge Eric N. Vitaliano U.S. District Court (E.D.N.Y.) Judges Judge Jack B. Weinstein U.S. Trustee's Office - Region 2 William Harrington, United States Trustee (Central Islip) U.S. Trustee's Office - Region 2 Christine H. Black, Assistant United States Trustee (Central Islip) Utilities PSEGLI Utilities Con Edison Utilities Direct Energy Business Utilities National Grid Utilities NYC Water Board Utilities South Huntington W.D. Utilities Suffolk County Water Authority Utilities Jericho Water District Utilities Broadview Networks Utilities Verizon Utilities Cablevision Lightpath, Inc. Utilities Optimum

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SCHEDULE II Case 8-20-71970-ast Doc 74-3 Filed 05/26/20 Entered 05/26/20 19:45:36

Schedule 2

1. SSG has previously worked on other unrelated matters with co-counsel for the Debtors, Togut, Segal & Segal LLP;

2. SSG has previously worked on other unrelated matters with the financial advisor for the Debtors, BDO USA, LLP;

3. SSG has previously worked on other unrelated matters with counsel for the Administrative Agent of the Lender Group, Phillips Lytle LLP;

4. SSG has previously worked on other unrelated matters with the Administrative Agent and other members of the Lender Group;

5. SSG has previously worked on other unrelated matters with counsel for the Official Committee of Unsecured Creditors, Arent Fox LLP.