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Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

ORDER (I) APPROVING THE ADEQUACY OF THE DISCLOSURE STATEMENT, (II) APPROVING THE SOLICITATION AND NOTICE PROCEDURES WITH RESPECT TO CONFIRMATION OF THE DEBTORS’ PROPOSED JOINT CHAPTER 11 PLAN, (III) APPROVING THE FORMS OF BALLOTS AND NOTICES IN CONNECTION THEREWITH, (IV) SCHEDULING CERTAIN DATES WITH RESPECT THERETO, AND (V) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) for entry of an (this “Order”), pursuant to sections 105, 363, 1125,

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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1126, and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3018, 3020 and

Rules 2002-1 and 3016-1 of the Bankruptcy Local Rules for the Eastern District of Virginia

(the “Local Rules”), approving, (a) the adequacy of the Disclosure Statement for the Joint Plan of

Le Tote, Inc. and Its Debtor Affiliates (as may be amended from time to time, the “Disclosure

Statement”), (b) the Solicitation and Voting Procedures, (c) the Voting Record Date, Solicitation

Launch Date, and Voting Deadline (d) the manner and form of the Solicitation Packages and the

materials contained therein, (e) the Plan Supplement Notice, (f) the Non-Voting Status Notices,

(g) the form of notices to counterparties to Executory Contracts and Unexpired Leases that will be

assumed pursuant to the Plan, (h) the Solicitation and Voting Procedures, (i) the Plan Objection

Deadline, the Confirmation Hearing Date, the Confirmation Hearing Notice, and (j) certain dates

and deadlines related thereto, all as more fully set forth in the Motion; and upon the First Day

Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334 and the Standing Order of Reference from the United States District Court for the Eastern

District of Virginia, dated July August 15, 1984; and that this Court may enter a final order

consistent with Article III of the United States Constitution; and this Court having found that venue

of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

and this Court having found that the relief requested in the Motion is in the best interests of the

Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the

Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under

the circumstances and no other notice need be provided; and this Court having reviewed the

Motion and having heard the statements in support of the relief requested therein at a hearing

before this Court (the “Hearing”); and this Court having determined that the legal and factual bases

set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and

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upon all of the proceedings had before this Court; and after due deliberation and sufficient cause

appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth in this Order.

I. Approval of the Disclosure Statement.

2. The Disclosure Statement, attached hereto as Exhibit 1, is hereby approved as

providing Holders of Claims entitled to vote on the Plan with adequate information to make an

informed decision as to whether to vote to accept or reject the Plan in accordance with

section 1125(a)(1) of the Bankruptcy Code.

3. The Disclosure Statement (including all applicable exhibits thereto) provides

Holders of Claims and Interests, and other parties in interest with sufficient notice of the injunction,

exculpation, and release provisions contained in Article VIII of the Plan, in satisfaction of the

requirements of Bankruptcy Rule 3016(c).

II. Approval of the Solicitation and Voting Procedures.

4. The Debtors are authorized to solicit, receive, and tabulate votes to accept the Plan

in accordance with the Solicitation and Voting Procedures attached hereto as Exhibit 2, which are

hereby approved in their entirety.

III. Approval of the Materials and Timeline for Soliciting Votes and the Procedures for Confirming the Plan.

A. Approval of Certain Dates and Deadlines with Respect to the Plan and Disclosure Statement.

5. The following dates are hereby established (subject to modification as necessary)

with respect to the solicitation of votes to accept, and voting on, the Plan as well as filing objections

to the Plan and confirming the Plan (all times prevailing Eastern Time):

Event Date

Voting Record Date January 29, 2021

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Event Date

Disclosure Statement Hearing Date February 2, 2021, at 11:00 a.m., prevailing Eastern Time February 9, 2021 (or as soon as reasonably Solicitation Launch Date practicable thereafter) February 16, 2021 (or as soon as reasonably Publication Deadline practicable thereafter) Voting Deadline March 10, 2021, at 5:00 p.m., prevailing Eastern Time Plan Objection Deadline March 10, 2021, at 5:00 p.m., prevailing Eastern Time Deadline to File Confirmation Brief March 17, 2021, at 5:00 p.m., prevailing Eastern Time Plan Objection Response Deadline March 17, 2021, at 5:00 p.m., prevailing Eastern Time Deadline to File Voting Report March 17, 2021, at 5:00 p.m., prevailing Eastern Time Confirmation Hearing Date March 18, 2021, at 1:00 p.m., prevailing Eastern Time

B. Approval of the Form of, and Distribution of, Solicitation Packages to Parties Entitled to Vote on the Plan.

6. In addition to the Disclosure Statement and exhibits thereto, including the Plan and

this Order (without exhibits, except the Solicitation Procedures), the Solicitation Packages to be

transmitted on or before the Solicitation Launch Date to those Holders of Claims in the Voting

Classes entitled to vote on the Plan as of the Voting Record Date, shall include the following, the

form of each of which is hereby approved:

a. the form of Ballot attached hereto as Exhibit 3 respectively;3

b. the Cover Letter attached hereto as Exhibit 6;

c. the Confirmation Hearing Notice attached hereto as Exhibit 7; and

d. the Committee’s letter in support of the Plan (the “Committee Support Letter”) attached hereto as Exhibit 10.

7. The Solicitation Packages provide the Holders of Claims entitled to vote on the

Plan with adequate information to make informed decisions with respect to voting on the Plan in

3 The Debtors will make every reasonable effort to ensure that any Holder of a Claim who has filed duplicate Claims against the Debtors (whether against the same or multiple Debtors) that are classified under the Plan in the same Voting Class, receives no more than one Solicitation Package (and, therefore, one Ballot) on account of such Claim and with respect to that Class.

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accordance with Bankruptcy Rules 2002(b) and 3017(d), the Bankruptcy Code, and the Local

Rules.

8. The Debtors shall distribute Solicitation Packages to all Holders of Claims entitled

to vote on the Plan on or before the Solicitation Launch Date. Such service shall satisfy the

requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.

9. The Debtors are authorized, but not directed or required, to distribute the Plan and

the Disclosure Statement to Holders of Claims entitled to vote on the Plan by providing instructions

as part of the Solicitation Package for accessing these documents through the Debtors’

restructuring website (https://cases.stretto.com/letote) (the “Case Website”), and if requested, a

hard copy, flash drive, or CD-ROM within three (3) business days of receipt of such request.

10. On or before the Solicitation Launch Date, the Debtors shall provide (a) complete

Solicitation Packages (excluding the Ballots) to the U.S. Trustee and (b) the Disclosure Statement

(and exhibits thereto, including the Plan) and Order (both in electronic format), as well as

Confirmation Hearing Notice to all parties on the 2002 List as of the Voting Record Date.

11. Any party that receives materials in electronic format, but would prefer to receive

materials in paper format, may contact the Notice and Claims Agent and request paper copies of

the corresponding materials previously received in electronic format (to be provided at the

Debtors’ expense).

12. The Notice and Claims Agent is authorized to assist the Debtors in (a) distributing

the Solicitation Package, (b) receiving, tabulating, and reporting on Ballots cast to accept or reject

the Plan by Holders of Claims against the Debtors, (c) responding to inquiries from Holders of

Claims and Interests and other parties in interest relating to the Disclosure Statement, the Plan, the

Ballots, the Solicitation Packages, and all other related documents and matters related thereto,

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including the procedures and requirements for voting to accept or reject the Plan and for objecting

to the Plan, (d) soliciting votes on the Plan, and (e) if necessary, contacting creditors regarding the

Plan.

13. The Notice and Claims Agent is also authorized to accept Ballots via electronic

online transmission solely through a customized online balloting portal on the Debtors’ case

website. The encrypted ballot data and audit trail created by such electronic submission shall

become part of the record of any Ballot submitted in this manner and the creditor’s electronic

signature will be deemed to be immediately legally valid and effective.

C. Approval of the Confirmation Hearing Notice.

14. The Confirmation Hearing Notice, in the form attached hereto as Exhibit 7 filed by

the Debtors and served upon parties in interest in the chapter 11 cases on or before February 16,

2021 (or as soon as reasonably practicable thereafter), constitutes adequate and sufficient notice

of the hearings to consider approval of the Plan, the manner in which a copy of the Plan could be

obtained, and the time fixed for filing objections thereto, in satisfaction of the requirements of the

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. The

Debtors shall publish the Confirmation Hearing Notice (in a format modified for publication) in

The New York Times one (1) time within seven (7) business days following the Solicitation Launch

Date, or as soon as reasonably practicable thereafter.

D. Approval of Notice of Filing of the Plan Supplement.

15. The Debtors are authorized to send notice of the filing of the Plan Supplement,

which will be filed and served no later than ten days prior to the Voting Deadline, substantially in

the form attached hereto as Exhibit 8, on the date the Plan Supplement is filed pursuant to the

terms of the Plan.

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E. Approval of the Form of Notice and Opt-Out Form to Non-Voting Classes.

16. Except to the extent the Debtors determine otherwise, the Debtors are not required

to provide Solicitation Packages to Holders of Claims or Interests in Non-Voting Classes, as such

Holders are not entitled to vote on the Plan. Instead, on or before the Solicitation Launch Date,

the Notice and Claims Agent shall mail (first-class postage prepaid) a Non-Voting Status Notice

and Opt-Out Form in the form attached hereto as Exhibit 4 in lieu of Solicitation Packages, the

form of each of which is hereby approved, to those parties, outlined below, who are not entitled to

vote on the Plan:

Class(es) Status Treatment

1, 2, 7, and 8 Unimpaired—Conclusively Presumed to Will receive a notice, substantially in the form Accept or Impaired—Deemed to Reject attached to this Order as Exhibit 4, in lieu of a Solicitation Package. N/A Disputed Claims Holders of Claims that are subject to a pending objection by the Debtors are not entitled to vote the disputed portion of their Claim. As such, Holders of such Claims will receive a notice, substantially in the form attached to this Order as Exhibit 5 (which notice shall be served together with such objection).

17. The Debtors will not provide the Holders of Class 5 Intercompany Claims or the

Holders of Class 6 Intercompany Interests with a Solicitation Package or any other type of notice

in connection with solicitation.

18. The Debtors are not required to mail Solicitation Packages or other solicitation

materials to: (a) Holders of Claims that have already been paid in full during the Chapter 11 Cases

or that are authorized to be paid in full in the ordinary course of business pursuant to an order

previously entered by this Court; or (b) any party to whom the Disclosure Statement Hearing

Notice was sent but was subsequently returned as undeliverable.

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F. Approval of Notices to Contract and Lease Counterparties.

19. The Debtors are authorized to mail a notice of assumption of any Executory

Contracts or Unexpired Leases (and any corresponding Cure Claims), in the form attached hereto

as Exhibit 9 to the applicable counterparties to Executory Contracts and Unexpired Leases that

will be assumed pursuant to the Plan (as the case may be), within the time periods specified in the

Plan.

G. Approval of the Procedures for Filing Objections to the Plan.

20. Objections to the Plan will not be considered by the Court unless such objections

are timely filed and properly served in accordance with this Order. Specifically, all objections to

confirmation of the Plan or requests for modifications to the Plan, if any, must: (a) be in writing;

(b) conform to the Bankruptcy Rules and the Local Rules; (c) state, with particularity, the legal

and factual basis for the objection and, if practicable, a proposed modification to the Plan (or

related materials) that would resolve such objection; and (d) be filed with the Court

(contemporaneously with a proof of service) and served upon the notice parties identified in the

Confirmation Hearing Notice.

IV. Miscellaneous.

21. No later than five (5) business days prior to the Plan Objection Deadline, the

Debtors shall file and serve upon counsel for Cigna (as defined in the Objection of Cigna to

Disclosure Statement (the “Cigna Objection”) [Docket No. 480]) written notice (the “Cigna

Notice”) of their irrevocable decision as to whether or not the Debtors propose to assume the Cigna

Employee Benefits Agreements (as defined in the Cigna Objection) pursuant to the Plan. If the

Debtors propose to terminate the ASO Agreement, the Cigna Notice shall state the effective date

of such termination. The Cigna Notice shall also include the Debtors’ irrevocable decision as to

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whether: (i) the payment of employee healthcare claims that were incurred, but not submitted,

processed and paid prior to the effective date of termination (the “Run-Out Claims”) will be funded

by the Debtors, or a successor thereto, for the twelve (12) month period following such

termination; or (ii) Run-Out Claims will not be funded, in which case the Cigna Notice shall

include (x) unequivocal and irrevocable notice to Cigna of Debtors’ direction to not process

Run-Out Claims, (y) confirmation that the Debtors will provide adequate notice of their election

to not fund Run-Out Claims to former employees of the Debtors, and (z) the name and contact

information of a representative of the Debtors, or a successor thereto, to whom Cigna can direct

inquiries from former employees whose healthcare claims will not be paid.

22. The Debtors reserve the right to modify the Plan without further order of the Court

in accordance with Article X of the Plan, including the right to withdraw the Plan as to an

individual Debtor at any time before the Confirmation Date.

23. Nothing in this Order shall be construed as a waiver of the right of the Debtors or

any other party in interest, as applicable, to object to a proof of claim after the Voting Record Date.

24. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a).

25. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

26. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum

of law in connection with the Motion is waived.

27. Notice of the Motion as provided therein shall be deemed good and sufficient notice

of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such notice.

28. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

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29. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Motion.

30. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order. /s/ Keith L Phillips Dated: ______, 2020 Richmond, Virginia UNITED STATES BANKRUPTCY JUDGE Feb 5 2021 Entered On Docket: Feb 5 2021

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WE ASK FOR THIS:

/s/ Jeremy S. Williams Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) Brian H. Richardson (VA 92477) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 Facsimile: (804) 783-6192

- and -

Steven N. Serajeddini, P.C. (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

- and -

David L. Eaton (pro hac vice admission pending) Jaimie Fedell (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

Proposed Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Jeremy S. Williams

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Exhibit 1

Disclosure Statement Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 13 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Jointly Administered) )

DISCLOSURE STATEMENT FOR THE SECOND AMENDED JOINT CHAPTER 11 PLAN OF LE TOTE, INC. AND ITS DEBTOR AFFILIATES ______

Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

Dated: February 1, 2021

THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCE OR REJECTION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THE INFORMATION IN THE DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/letote/. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 14 of 220

IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT

THE DEBTORS ARE PROVIDING THE INFORMATION IN THIS DISCLOSURE STATEMENT TO HOLDERS OF CLAIMS AND INTERESTS FOR PURPOSES OF SOLICITING VOTES TO ACCEPT OR REJECT THE JOINT CHAPTER 11 PLAN OF LE TOTE, INC. AND ITS DEBTOR AFFILIATES.2

THE DEBTORS URGE HOLDERS OF CLAIMS AND INTERESTS WHOSE VOTES ARE BEING SOLICITED TO VOTE TO ACCEPT THE PLAN.

NOTHING IN THIS DISCLOSURE STATEMENT MAY BE RELIED UPON OR USED BY ANY ENTITY FOR ANY OTHER PURPOSE. BEFORE DECIDING WHETHER TO VOTE FOR OR AGAINST THE PLAN, EACH HOLDER ENTITLED TO VOTE SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION IN THIS DISCLOSURE STATEMENT, INCLUDING THE RISK FACTORS DESCRIBED HEREIN.

THE DEBTORS URGE EACH HOLDER OF A CLAIM OR INTEREST TO CONSULT WITH ITS OWN ADVISORS WITH RESPECT TO ANY LEGAL, FINANCIAL, SECURITIES, TAX, BUSINESS, OR OTHER ADVICE IN REVIEWING THIS DISCLOSURE STATEMENT, THE PLAN, AND EACH OF THE PROPOSED TRANSACTIONS CONTEMPLATED THEREBY. THE BANKRUPTCY COURT’S APPROVAL OF THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE PLAN OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN.

THIS DISCLOSURE STATEMENT CONTAINS, AMONG OTHER THINGS, SUMMARIES OF THE PLAN, CERTAIN STATUTORY PROVISIONS, AND CERTAIN EVENTS IN THESE CHAPTER 11 CASES. ALTHOUGH THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE, THESE SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS OR EVERY DETAIL OF SUCH EVENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN OR ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE, THE PLAN OR SUCH OTHER DOCUMENTS WILL GOVERN FOR ALL PURPOSES. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT OR THIRD-PARTY ADVISORS EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED HEREIN OR ATTACHED HERETO IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3016(b) AND IS NOT NECESSARILY PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER SIMILAR LAWS.

THIS DISCLOSURE STATEMENT WAS NOT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE AUTHORITY AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN.

IN PREPARING THIS DISCLOSURE STATEMENT, THE DEBTORS RELIED ON FINANCIAL DATA DERIVED FROM THE DEBTORS’ BOOKS AND RECORDS AND ON VARIOUS ASSUMPTIONS

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Second Amended Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as may be amended, supplemented or modified from time to time, the “Plan”), attached hereto as Exhibit A. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 15 of 220

REGARDING THE DEBTORS’ BUSINESSES. WHILE THE DEBTORS BELIEVE THAT SUCH FINANCIAL INFORMATION FAIRLY REFLECTS THE FINANCIAL CONDITION OF THE DEBTORS AS OF THE DATE HEREOF AND THAT THE ASSUMPTIONS REGARDING FUTURE EVENTS REFLECT REASONABLE BUSINESS JUDGMENTS, NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OF THE FINANCIAL INFORMATION CONTAINED HEREIN OR ASSUMPTIONS REGARDING THE DEBTORS’ BUSINESSES AND THEIR FUTURE RESULTS AND OPERATIONS. THE DEBTORS EXPRESSLY CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.

THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT BE CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION, OR WAIVER.

THE DEBTORS ARE MAKING THE STATEMENTS AND PROVIDING THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AS OF THE DATE HEREOF, UNLESS OTHERWISE SPECIFICALLY NOTED. ALTHOUGH THE DEBTORS MAY SUBSEQUENTLY UPDATE THE INFORMATION IN THIS DISCLOSURE STATEMENT, THE DEBTORS HAVE NO AFFIRMATIVE DUTY TO DO SO, AND EXPRESSLY DISCLAIM ANY DUTY TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE. HOLDERS OF CLAIMS AND INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER THAT, AT THE TIME OF THEIR REVIEW, THE FACTS SET FORTH HEREIN HAVE NOT CHANGED SINCE THIS DISCLOSURE STATEMENT WAS FILED. THE DISTRIBUTION PROJECTIONS AND OTHER INFORMATION CONTAINED HEREIN AND ATTACHED HERETO ARE ESTIMATES ONLY, AND THE TIMING AND AMOUNT OF ACTUAL DISTRIBUTIONS TO HOLDERS OF ALLOWED CLAIMS MAY BE AFFECTED BY MANY FACTORS THAT CANNOT BE PREDICTED. ANY ANALYSES, ESTIMATES, OR RECOVERY PROJECTIONS MAY OR MAY NOT TURN OUT TO BE ACCURATE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION, MODIFICATION, OR AMENDMENT. THE DEBTORS RESERVE THE RIGHT TO FILE AN AMENDED OR MODIFIED PLAN AND RELATED DISCLOSURE STATEMENT FROM TIME TO TIME, SUBJECT TO THE TERMS OF THE PLAN.

THE DEBTORS HAVE NOT AUTHORIZED ANY ENTITY TO GIVE ANY INFORMATION ABOUT OR CONCERNING THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. THE DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT.

THE CONFIRMATION AND EFFECTIVENESS OF THE PLAN ARE SUBJECT TO CERTAIN MATERIAL CONDITIONS PRECEDENT DESCRIBED HEREIN AND SET FORTH IN ARTICLE IX OF THE PLAN. THERE IS NO ASSURANCE THAT THE PLAN WILL BE CONFIRMED, OR IF CONFIRMED, THAT THE CONDITIONS PRECEDENT TO BE SATISFIED FOR THE PLAN TO GO EFFECTIVE WILL BE SATISFIED.

IF THE PLAN IS CONFIRMED BY THE BANKRUPTCY COURT AND THE EFFECTIVE DATE OCCURS, ALL HOLDERS OF CLAIMS AND INTERESTS (INCLUDING THOSE HOLDERS OF CLAIMS AND INTERESTS WHO DO NOT SUBMIT BALLOTS TO ACCEPT OR REJECT THE PLAN, OR WHO ARE NOT ENTITLED TO VOTE ON THE PLAN) WILL BE BOUND BY THE TERMS OF THE PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 16 of 220

TABLE OF CONTENTS

Page

ARTICLE I. INTRODUCTION...... 1

A. Introduction...... 1 B. Plan and Settlement Overview...... 1 C. The Debtors’ Businesses, Prepetition Negotiations, and Chapter 11 Filing...... 2 D. The 363 Process...... 3 E. Postpetition Negotiations...... 4 F. Recommendation...... 5

ARTICLE II. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT...... 5

A. What is Chapter 11?...... 5 B. Why are the Debtors sending me this Disclosure Statement?...... 5 C. Am I entitled to vote on the Plan?...... 5 D. What will I receive from the Debtors if the Plan is consummated?...... 6 E. Are any regulatory approvals required to consummate the Plan?...... 8 F. What happens to my recovery if the Plan is not confirmed or does not go effective?...... 8 G. What is the deadline to vote on the Plan? ...... 9 H. How do I vote for or against the Plan?...... 9 I. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation”?...... 9 J. What will I receive from the Debtors if I hold an Allowed Administrative Claim, Priority Tax Claim, or Professional Fee Claim? ...... 9 1. Administrative Claims and Priority Tax Claims...... 9 2. Professional Compensation...... 10 3. Statutory Fees...... 11 4. TSA Shortfall Claim...... 11 5. Independent Director Fee Claims...... 11 K. Will the final Amount of General Unsecured Claims affect my recovery under the Plan?...... 11 L. Will there be releases and exculpation granted to parties in interest as part of the Plan? ...... 12 M. Why is the Bankruptcy Court holding a Confirmation Hearing, and when is the Confirmation Hearing set to occur? ...... 12 N. What is the purpose of the Confirmation Hearing? ...... 12 O. Whom do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?...... 13 P. Who Supports the Plan?...... 13 Q. Do the Debtors recommend voting in favor of the Plan?...... 13

ARTICLE III. SOLICITATION AND VOTING PROCEDURES ...... 14

A. Holders of Claims Entitled to Vote on the Plan...... 14 B. Voting Record Date...... 14 C. Voting on the Plan...... 14 D. Ballots Not Counted...... 15 E. Confirmation Hearing...... 15

ARTICLE IV. THE DEBTORS’ BACKGROUND...... 16

A. Corporate History and Business Operations...... 16 1. Le Tote Corporate History...... 16

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2. Le Tote China...... 16 3. Lord & Taylor Corporate History...... 16 4. Critical Components of Le Tote’s Cost Structure...... 18 B. Urban Outfitters Litigation...... 19 C. The Debtors’ Prepetition Corporate and Capital Structure...... 20 1. The ABL Credit Facility...... 21 2. The Term Loan Credit Facility...... 21 3. The Seller Note...... 22 4. The Transition Services Agreement Obligations...... 22 5. The ABL Intercreditor Agreement...... 22 6. The Seller Intercreditor Agreement...... 23

ARTICLE V. EVENTS LEADING TO THESE CHAPTER 11 CASES & MATERIAL DEVELOPMENTS...... 23

A. Market Distress...... 23 1. Challenging Operating Environment and Transition Obligations...... 23 2. The COVID-19 Pandemic...... 23 B. Prepetition Restructuring Efforts...... 24 1. Efforts to Manage Liquidity...... 24 2. Negotiations with HBC...... 24 3. Store Closing Sales...... 25

ARTICLE VI. EVENTS OF THE CHAPTER 11 CASES ...... 25

A. First Day Relief...... 25 B. Approval of Use of Cash Collateral...... 25 C. Schedules and Statements ...... 25 D. Appointment of Official Committee ...... 26 E. Sale Process and Bidding Procedures ...... 26 F. Store Closing Process...... 27 G. Assumption and Rejection Matters ...... 27 H. Extension Order ...... 28 I. Key Employee Incentive Program ...... 28 J. Wilmington Trust Litigation ...... 28 K. Investigation of Estate Causes of Action by the Debtors...... 28 1. Appointment of Restructuring Committee...... 28 2. Summary of the Investigation...... 29 3. Claims Investigated...... 29 4. Cost and Delay of Litigation...... 30 L. Settlement and Plan Negotiations...... 30 M. The HBC Settlement...... 31 N. The Committee’s Standing Motion, & the Debtors’ 9019 Motion ...... 31 O. Litigation Matters...... 31 P. Other Procedural and Administrative Motions ...... 32

ARTICLE VII. SUMMARY OF THE PLAN ...... 33

A. Classification and Treatment of Claims and Interests...... 33 1. Classification of Claims and Interests...... 33 2. Confirmation Pursuant to 1129(a)(10) and 1129(b) of the Bankruptcy Code...... 33 B. Means for Implementation of the Plan...... 33 1. General Settlement of Claims...... 33 2. The HBC Settlement...... 34 3. Cancellation of Securities and Agreements...... 34 4. Exemption from Certain Taxes and Fees...... 34

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5. Sources of Plan Consideration and Priority Waterfall...... 34 6. Restructuring Transactions...... 35 7. Corporate Action...... 35 8. Post-Effective Date Debtors...... 35 9. Plan Administrator...... 36 10. Wind-Down...... 38 11. Continued HBC Support...... 38 12. Wind-Down Support...... 39 13. Dissolution and Board of Directors...... 39 14. Management Payments...... 39 15. Effectuating Documents; Further Transactions...... 39 16. Preservation of Causes of Action...... 40 17. Closing the Chapter 11 Cases...... 40 C. Treatment of Executory Contracts and Unexpired Leases...... 40 1. Assumption and Rejection of Executory Contracts and Unexpired Leases...... 40 2. Claims Based on Rejection of Executory Contracts or Unexpired Leases...... 41 3. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases...... 41 4. D&O Policies...... 42 5. Indemnification Obligations...... 42 6. Termination Agreements...... 42 7. Modifications, Amendments, Supplements, Restatements, or Other Agreements...... 42 8. Reservation of Rights...... 43 9. Nonoccurrence of Effective Date...... 43 D. Provisions Governing Distributions...... 43 1. Timing and Calculation of Amounts to be Distributed...... 43 2. Rights and Powers of the Disbursing Agent...... 43 3. Delivery of Distributions and Undeliverable or Unclaimed Distributions...... 44 4. Setoffs and Recoupment...... 45 E. Procedures for Resolving Contingent, Unliquidated, and Disputed Claims...... 45 1. Allowance of Claims and Interests...... 45 2. Claims and Interests Administration Responsibilities...... 45 3. Estimation of Claims and Interests...... 46 4. Adjustment to Claims or Interests Without Objection...... 46 5. Time to File Objections to Claims...... 46 6. Disallowance of Claims...... 46 7. Amendments to Claims...... 47 8. No Distributions Pending Allowance...... 47 9. Distributions After Allowance...... 47 F. Settlement, Release, Injunction, and Related Provisions...... 47 1. Settlement, Compromise, and Release of Claims and Interests...... 47 2. Term of Injunctions or Stays...... 47 3. Release of Liens...... 48 4. Releases by the Debtors...... 48 5. Releases by Holders of Claims and Interests...... 49 6. Exculpation...... 49 7. Injunction...... 50 8. Limited Substantive Consolidation...... 50 9. Protection Against Discriminatory Treatment...... 51 10. Recoupment...... 51 11. Subordination Rights...... 51 G. Conditions Precedent to Effective Date...... 51 1. Conditions Precedent to the Effective Date...... 51 2. Waiver of Conditions...... 52 3. Substantial Consummation...... 53 4. Effect of Non-Occurrence of Conditions to the Effective Date...... 53

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ARTICLE VIII. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN...... 53

A. Confirmation Hearing...... 53 B. Confirmation Standards...... 53 1. Requirements for Confirmation of the Plan...... 53 2. Best Interests of Creditors...... 54 3. Financial Feasibility...... 55 C. Acceptance by Impaired Classes...... 55 D. Confirmation Without Acceptance by All Impaired Classes...... 55 1. No Unfair Discrimination...... 55 2. Fair and Equitable Test...... 56

ARTICLE IX. CERTAIN RISK FACTORS TO BE CONSIDERED BEFORE VOTING ...... 56

A. Risks Related to the Confirmation and Consummation of the Plan...... 56 1. Parties in Interest May Object to the Plan’s Classification of Claims and Interests...... 56 2. The Conditions Precedent to the Effective Date of the Plan May Not Occur...... 56 3. The Debtors May Fail to Satisfy Vote Requirements...... 56 4. The Debtors May Not Be Able to Secure Confirmation of the Plan...... 57 5. Nonconsensual Confirmation...... 57 6. Continued Risk Upon Confirmation...... 57 7. These Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code...... 58 8. The Debtors May Object to the Amount or Classification of a Claim...... 58 9. Risk of Non-Occurrence of the Effective Date...... 58 10. Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan...... 58 11. The Plan’s Release, Injunction, and Exculpation Provisions May Not Be Approved...... 58 12. The Total Amount of Allowed Unsecured Claims May Be Higher Than Anticipated By the Debtors...... 59 13. The Total Amount of Allowed Administrative and Priority Claims May Be Higher and/or the Amount of Distributable Cash May Be Lower Than Anticipated by the Debtors...... 59 B. Risks Related to the Debtors’ Businesses...... 59 1. The Debtors May Not Be Able to Generate Sufficient Cash to Service All of Their Indebtedness...... 59 2. The Debtors Will Be Subject to the Risks and Uncertainties Associated with the Chapter 11 Cases...... 59 3. Results of Store Closing Sales May Not Meet Projections...... 59 4. The Wind-Down Budget May Change Materially...... 60 5. Renewed Shelter-in-Place Orders May Interrupt Going Out of Business Sales...... 60 6. The Debtors Rely on Services Provided By HBC Which May Be Interrupted...... 60 C. Disclosure Statement Disclaimer...... 60 1. Information Contained in this Disclosure Statement is for Soliciting Votes...... 60 2. This Disclosure Statement Was Not Approved by the United States Securities and Exchange Commission...... 60 3. No Legal or Tax Advice Is Provided to You by this Disclosure Statement...... 60 4. No Admissions Made...... 61 5. Failure to Identify Litigation Claims or Projected Objections...... 61 6. No Waiver of Right to Object or Right to Recover Transfers and Assets...... 61 7. Information Was Provided by the Debtors and Was Relied Upon by the Debtors’ Advisors...... 61 8. Potential Exists for Inaccuracies, and the Debtors Have No Duty to Update...... 61 9. No Representations Outside this Disclosure Statement Are Authorized...... 61

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ARTICLE X. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN...... 62

A. Introduction...... 62 B. Certain U.S. Federal Income Tax Consequences to the Debtors...... 63 1. Tax Consequences of the Asset Sales...... 63 2. COD Income...... 63 C. Certain U.S. Federal Income Tax Consequences to Certain U.S. Holders of Allowed Claims Entitled to Vote...... 64 1. U.S. Federal Income Tax Consequences for Holders of Allowed Class 4 Claims...... 64 2. Accrued but Untaxed Interest...... 64 3. Market Discount...... 64 4. Character of Gain or Loss With Respect to Impaired Claims...... 65 5. Distribution Reserve Accounts and Delayed Equity Distributions...... 65 D. Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Claims...... 65 1. Gain Recognition...... 66 2. Accrued Interest...... 66 3. FATCA...... 67 E. Information Reporting and Back-Up Withholding...... 67

ARTICLE XI. RECOMMENDATION OF THE DEBTORS ...... 68

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EXHIBITS

Exhibit A Plan

Exhibit B Corporate Structure Chart

Exhibit C Disclosure Statement Order

Exhibit D Settlement Term Sheet

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ARTICLE I. INTRODUCTION

A. Introduction.

Le Tote, Inc. (“Le Tote”) and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), submit this disclosure statement (this “Disclosure Statement”), pursuant to section 1125 of the Bankruptcy Code, to Holders of Claims against the Debtors in connection with the solicitation of votes for acceptance of the Plan.3 A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. The Plan constitutes a separate chapter 11 plan for each of the Debtors. The rules of interpretation set forth in Article I.B of the Plan shall govern the interpretation of this Disclosure Statement.

B. Plan and Settlement Overview.

The proposed Plan achieves an orderly wind-down of the Debtors’ estates that maximizes the value of all estate assets, including the Debtors’ remaining inventory and certain potential litigation assets stemming from the 2019 acquisition (the “Acquisition”) of Lord & Taylor LLC from HBC US Holdings Inc. (“HBC Holdings”), a subsidiary of Hudson’s Bay Company ULC (f/k/a Hudson’s Bay Company) (“HBC”), and HBC US Propco Holdings LLC (“HBC Propco” and together with HBC Holdings and Hudson’s Bay, the “HBC Parties”), a subsidiary of HBC Holdings, and certain post-Acquisition transactions, and certain other litigation claims. The proposed Plan is the culmination of more than six months of successful going-out-of-business sales, asset sales outside of the ordinary course business, investigations and related diligence into the Debtors’ assets by the Debtors’ independent directors and their advisors, and approximately three months of hard-fought post-petition negotiations with HBC. Importantly, the proposed Plan incorporates an integrated settlement of claims and causes of action among the Debtors and HBC. Through this settlement, the Plan provides the ability of the Debtors to satisfy administrative and priority claims in full and to make a significant distribution to unsecured creditors who likely otherwise would receive minimal and substantially delayed, if any, recovery.

The Plan provides this value by settling estate claims and causes of action against HBC Holdings and HBC Propco on account of the Acquisition and the parties’ subsequent business dealings and other potential claims arising on or before the effective date of the Plan (the “HBC Settlement”). In exchange, the HBC Parties have, among other things, agreed to subordinate their secured claims under their seller note to administrative and priority claims and split recoveries on account of the Debtors’ remaining assets with unsecured creditors as set forth below. The HBC Parties have also agreed to provide key operational support, enabling the Debtors to extend their store-closing sales and deliver additional value. Finally, the HBC Parties have consented to the disallowance of certain rejection damages claims on account of a master lease held by an affiliate of the HBC Parties and to certain pricing reductions for the Debtors’ critical transition services agreement with certain of the HBC Parties. The HBC Settlement provides the Debtors a path forward to exit these chapter 11 cases while delivering significant value to unsecured creditors—an outcome that would be fraught with significant uncertainty and litigation risk, and likely not achievable at all, absent the HBC Settlement. Despite the Committee for General Unsecured Creditors’ (the “Committee”) initial opposition to an earlier version of a settlement with the HBC Parties, on January 26, 2021, following judicial mediation with the Debtors, the Committee and HBC Parties, a global resolution was reached among the parties. A revised term sheet setting forth the terms of the HBC Settlement following the mediation is attached to this Disclosure Statement as Exhibit D. As a result, the Committee supports implementation of the HBC Settlement through the Plan and will recommend that Holders of General Unsecured Claims vote to accept the Plan. A cover letter from the Committee indicating its support of the Plan and urging Holders of Class 4 General Unsecured Claims to vote to accept the Plan is forthcoming.

The Plan provides the following recoveries to stakeholders:

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• Administrative Claims and other Priority Claims will be paid in full in cash or otherwise unimpaired except to the extent that an individual holder agrees to less favorable treatment.

• Allowed Other Secured Claims will receive, at the election of the Debtors: (a) payment in full in Cash; (b) the Collateral securing such Allowed Other Secured Claim; (c) reinstatement of such Allowed Other Secured Claim; or (d) such other treatment rendering such Allowed Other Secured Claim Unimpaired.

• Holders of the Seller Note Secured Claim and General Unsecured Claims will receive their pro rata share of Distributable Cash pursuant to the Waterfall Recovery. The Waterfall Recovery establishes the following recoveries following payment in full of Administrative Claims (other than the TSA Shortfall Claim) and Priority Claims:

• Distributable Cash other than Urban Proceeds is allocated as follows: (i) first, to holders of the Seller Note Secured Claim, until such holders receive $8 million on account of the Seller Note Secured Claim; (iii) second, to holders of Allowed General Unsecured Claims, until such holders have received $3 million on account of such claims; (iv) third, split 50/50 between holders of the Seller Note Secured Claim and the holders of Allowed General Unsecured Claims until the Seller Note Secured Claim is paid in full; and (v) fourth, to the holders of Allowed General Unsecured Claims.

• The Urban Proceeds are allocated as follows: (i) first to holders of Allowed General Unsecured Claims until such holders have received $1 million on account of the Allowed General Unsecured Claims; (ii) second, split 75% to holders of Allowed General Unsecured Claims and 25% to holders of the Seller Note Secured Claim; and (iii) third, to holders of Allowed General Unsecured Claims (together with the immediately proceeding paragraph, the (“Waterfall Recovery”).

The Plan maximizes creditor recoveries, provides the Debtors a path forward to quickly and efficiently complete these chapter 11 cases while extending their store closing sales to further increase recoveries, and has the support of the HBC Parties and the Debtors’ independent directors. The Debtors encourage you to vote to accept the Plan.

C. The Debtors’ Businesses, Prepetition Negotiations, and Chapter 11 Filing.

The Debtors are the combination of Le Tote—a venture-backed fashion rental subscription service founded in 2012 in San Francisco—and Lord & Taylor LLC (“Lord & Taylor”)—the iconic luxury retailer which traces its origins to 1826 in New York. Through Le Tote and Lord & Taylor, the Debtors operate both an online, subscription-based clothing rental service and a full-service fashion retailer with 38 brick-and-mortar locations (the “Stores”) with a robust e-commerce platform. Through multiple business channels, the Debtors offer more than 150 brands of clothing and accessories for rental or sale. Le Tote acquired Lord & Taylor from HBC Holdings and HBC Propco pursuant to an asset purchase agreement (as amended from time to time, the “APA”) in a transaction which closed in November 2019 (the “Acquisition”). The Acquisition was premised on providing Le Tote access to brand recognition through the iconic Lord & Taylor name and access to new customers through Lord & Taylor’s preexisting customer base, while providing Lord & Taylor access to Le Tote’s proprietary technology and the ability to break into the rental market during a time of declining sales at traditional retailers. In connection with the Acquisition, Le Tote entered into a Transition Services Agreement (the “Transition Services Agreement”) with certain affiliates of HBC to facilitate a smooth transition of the Lord & Taylor assets into the Le Tote organization. The Transition Services Agreement obligates HBC Propco and certain of its affiliates to provide mission-critical services necessary to the functioning of Lord & Taylor, such as accounting, human resources, IT services, and merchant support. Under the APA and as one of its primary benefits, HBC Propco is also obligated to pay rent for the Lord & Taylor physical locations (excluding common area maintenance, real estate taxes, and other similar charges).

Even before the emergence of the COVID-19 pandemic, like many other retail companies, the Debtors were under significant pressure from adverse macro-trends, including increased competition among both online retailers and established brick-and-mortar retailers that have less leveraged capital structures and greater economies of scale. These factors have been greatly compounded by the devastating impact of COVID-19 that has caused retailers throughout the country to close their doors. As states across the country ordered all “non-essential” businesses closed,

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the Debtors temporarily closed all retail locations in March 2020. Although all of the Debtors’ locations ultimately reopened as states and local jurisdictions have begun to relax stay-at-home orders. Nevertheless, foot traffic has declined significantly compared to pre-COVID levels. COVID-19 also caused a drop in subscriptions for Le Tote, as the Company’s subscriber base suffered from the wave of job losses gripping the country and the demand for apparel diminished due to hundreds of millions of Americans affected by stay-at-home orders.

As a result of these factors, the Debtors’ revenue declined precipitously from prior years and from pre-COVID forecasts. More specifically, with increased debt following the Acquisition and the prolonged closure of the majority of the Debtors’ recently acquired Stores due to the COVID-19 pandemic only months after they were acquired, the Debtors carried the increased expenses associated with the Acquisition and brick-and-mortar assets that were unusable for a substantial period of time. These unprecedented market developments, compounded by lower- than-expected financial results and burdensome Transition Services Agreement charges, adversely impacted liquidity and left the Debtors overleveraged. To preserve liquidity in the months preceding this filing, the Debtors made the difficult decision to suspend the majority of their vendor payments and to furlough or lay off approximately 4,690 employees. As the Debtors’ location reopened, they recalled approximately 400 furloughed employees.

Faced with diminished liquidity, the Debtors and their advisors also engaged in vigorous negotiations with HBC and its affiliates in an effort to restructure the Transition Services Agreement payment obligations and limit go-forward services to only those services necessary in a post-COVID-19 world. As a result of these efforts, the Debtors, HBC Holdings, and HBC Propco executed an Omnibus Agreement Term Sheet (the “Omnibus Agreement”) on April 10, 2020, which, among other things, offset certain amounts owed under the Transition Services Agreement against certain amounts owed by HBC to the Debtors, and also restructured go-forward services under the Transition Services Agreement to reflect the Debtors’ scaled-down enterprise, subject to a reset to pre-Omnibus Agreement pricing for “fixed non-payroll costs related to technology” following October 31, 2021 and a global reset to pre-Omnibus Agreement pricing beginning on January 1, 2021. The Omnibus Agreement greatly reduced the Debtors’ go-forward payments under the Transition Services Agreement.

Simultaneously, the Debtors engaged in arm’s-length negotiations with their prepetition secured lenders for continued funding during the store closures and throughout the pendency of these chapter 11 cases. Following extensive negotiations, the Debtors and their prepetition secured lenders came to an agreement regarding the consensual use of cash collateral during these proceedings that will provide the Debtors with the breathing room necessary to continue retail sales while they market the valuable Le Tote and Lord & Taylor brands and proprietary technology in a process that the Debtors believe will maximize value for all stakeholders. On August 2, 2020 (the “Petition Date”), the Debtors commenced these chapter 11 cases with the goal of maximizing the value of all estate assets for the benefit of creditors.

To further this goal, prior to the commencement of the chapter 11 cases the Debtors entered into a store closing agreement (as amended from time to time, the “Consultant Agreement”) with Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (the “Consultant”) to conduct store closing sales at their Lord & Taylor locations. The Debtors commenced storewide sales at some of their locations prepetition, with the remaining stores commencing store closing sales following the Petition Date.

D. The 363 Process.

In addition to the store closing sales, in April 2020, the Debtors commenced a prepetition marketing process for their Le Tote business, which process was later expanded to include the Lord & Taylor business in the summer of 2020. Following a robust marketing process, on October 8, 2020, the Debtors selected ZG Apparel Group LLP to act as stalking horse bidder with respect to both the Le Tote and Lord & Taylor intellectual property and e-commerce assets. Following a competitive auction, the Debtors’ selected Saadia Group LLC’s (“Saadia”) $12 million bid (more than three times the size of the stalking horse bid) as the winning bidder. The sale to Saadia closed on November 23, 2020. The Debtors used the sale proceeds to pay down significant amounts of their senior secured debt, allowing the Debtors to repay their term loan obligations in full.

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E. Postpetition Negotiations.

The Debtors have sought to create consensus regarding the path forward for the Debtors’ two remaining main assets—their potential litigation claims and their remaining inventory. To that end, the Debtors funded an extensive investigation by their independent directors and (following the Petition Date) the Committee into the Acquisition and related potential estate claims. The Debtors’ cash collateral orders negotiated with their senior secured lenders and the HBC Parties at the outset of these chapter 11 cases provided that the customary stipulations as to the validity of the HBC Parties’ secured claims remained subject to these investigations until October 17, 2020 (the “Reservation of Rights Period”). As of the date of this Disclosure Statement, the Committee extended their Reservation of Rights Period by filing a motion to seek standing to prosecute certain estate claims, discussed later in this Disclosure Statement. The Debtors’ Reservation of Rights Period has been extended through January 7, 2021.

During the Reservation of Rights Period, the Debtors engaged in simultaneous negotiations with both the HBC Parties and the Committee, seeking to establish a plan framework that would resolve several long-standing business disputes between the Debtors and the HBC Parties, provide meaningful recovery to unsecured creditors, and avoid the need for costly (and inherently uncertain) litigation with the HBC Parties. To that end, on October 22, 2020, after consulting with the Committee and the independent directors, the Debtors distributed a proposed settlement term sheet setting forth the framework of a potential global plan settlement. Following delivery of this initial term sheet, the Debtors, the independent directors, and the HBC Parties engaged in more than a month of hard-fought negotiations regarding the potential settlement. The Debtors also encouraged the Committee to participate in these negotiations including by providing regular updates as to the status of negotiations, sharing with the Committee a recovery model that would allow the Committee to evaluate potential distributions to both the HBC Parties and unsecured creditors, and sharing the Debtors’ views as to how the Committee could constructively engage in direct negotiations with the HBC Parties.

Despite these efforts, the Debtors were unable to broker a global settlement between the Debtors, the HBC Parties, and the Committee. It became apparent that the Debtors faced two alternative paths with respect to these chapter 11 cases. First, the Debtors could pursue a chapter 11 plan premised on a value-maximizing settlement with the HBC Parties that maintained the valuable go-forward business relationship with the HBC Parties until the conclusion of the Debtors’ store closing sales, while extracting valuable concessions from the HBC Parties to subordinate their secured claims in part to ensure payment of administrative and priority claims in full, a commitment to provide continued transition services at greatly discounted rates to the contractual amount, and an assurance that the Debtors’ could extend their store closing sales to maximize distributable cash and provide a meaningful recovery to unsecured creditors. In the alternative, the Debtors could pursue litigation against the HBC Parties, which would require the Debtors to either obtain the non-consensual use of cash collateral or pursue the litigation entirely on contingency and would significantly jeopardize the Debtors’ ability to confirm a chapter 11 plan.

The Debtors, at the direction of their independent directors and in consultation with advisors, ultimately determined that the first path represented the superior outcome for all stakeholders, and will provide meaningful recovery to unsecured creditors. Accordingly, the Debtors and their independent directors continued negotiations with the HBC Parties and reached an agreement in principle on the terms of a settlement with the HBC Parties on December 10, 2020 (the “Initial HBC Settlement”). The Debtors, at the direction of their independent directors, encouraged the Committee to engage further with the HBC Parties and join the Initial HBC Settlement with the HBC Parties, but the Committee declined to do so. Following the recommendation of the Debtors’ independent directors, the Debtors’ board of directors voted to approve the terms of the Initial HBC Settlement on the same day.

As noted above, the Committee did not initially support the Initial HBC Settlement. To that end, the Committee filed a motion seeking standing to pursue certain estate claims related to the Acquisition and asserting that the Initial HBC Settlement was inadequate (the “Standing Motion”). On January 11, 2021, the Debtors filed a joint motion to approve the Initial HBC Settlement pursuant to Bankruptcy Rule 9019 and objection to the Standing Motion (the “9019 Motion”) [Docket No. 796]. In connection with the Standing Motion and the 9019 Motion, the Debtors, the Committee, and HBC agreed to participate in judicial mediation with respect to all matters and outstanding disputes. During the mediation, the parties reached an agreement on the terms of a revised HBC Settlement which has the support of the Debtors, the Committee, and the HBC Parties. The Committee supports implementation of the HBC Settlement through operation of the Plan.

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F. Recommendation.

The Debtors seek the Bankruptcy Court’s approval of the Plan and strongly urge all Holders of Claims entitled to vote to accept the Plan by returning their ballots, so as to be actually received by Stretto, the Debtors’ Notice and Claims Agent (the “Notice and Claims Agent”), no later than March 10, 2020, at 5:00 p.m., prevailing Eastern Time (the “Voting Deadline”). The Debtors will seek the Bankruptcy Court’s approval of the Plan at the Confirmation Hearing (as defined herein).

ARTICLE II. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT

A. What is Chapter 11?

Chapter 11 is the principal business restructuring chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

A bankruptcy court’s confirmation of a chapter 11 plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

B. Why are the Debtors sending me this Disclosure Statement?

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the Plan. The Plan provides for the sale of assets (if not completed prior to Plan confirmation), the wind-down and dissolution of the Debtors’ Estates, and for the making of distributions to Holders of Claims and Interests. This Disclosure Statement is being submitted to provide information about the transactions contemplated under the Plan and related information concerning the Debtors, all in accordance with the requirements of the Bankruptcy Code.

C. Am I entitled to vote on the Plan?

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim or Interest you hold (if any). Each category of Holders of Claims or Interests in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code is referred to as a “Class.” Each Class’s respective voting status is set forth below:

Class Claim or Interest Status Voting Rights 1 Other Priority Claims Unimpaired Deemed to Accept 2 Other Secured Claims Unimpaired Deemed to Accept 3 Seller Note Secured Claim Impaired Entitled to Vote 4 General Unsecured Claims Impaired Entitled to Vote 5 Intercompany Claims Unimpaired / Impaired Deemed to Accept / Deemed to Reject 6 Intercompany Interests Unimpaired Deemed to Accept 7 Le Tote Interests Impaired Deemed to Reject

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Class Claim or Interest Status Voting Rights 8 Section 510(b) Claims Impaired Deemed to Reject

As set forth in Article III of the Plan and in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code, all Claims and Interests (other than Administrative Claims, Professional Fee Claims, and Priority Tax Claims) are classified into Classes for all purposes, including voting, Confirmation, and distributions. A Claim or Interest is classified in a particular Class only to the extent that such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of such Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

The table above summarizes the classification and voting rights of all classified Claims and Interests against each Debtor (as applicable) under the Plan. As set forth in more detail in the Plan, the Plan shall apply as a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Claims shall be treated as set forth in Article III of the Plan.

D. What will I receive from the Debtors if the Plan is consummated?

The table below summarizes the treatment and projected recovery of all classified Claims and Interests against each Debtor (as applicable) under the Plan. The classification, treatment, and the projected recoveries of classified Claims are described in summary form below for illustrative purposes only and are subject to material change. In particular, recoveries available to the Holders of General Unsecured Claims against various Debtors entities are estimates and actual recoveries could differ materially based on, among other things, whether the amount of Claims actually Allowed against the applicable Debtor exceeds the estimates provided below. In such an instance, the recoveries available to the Holders of General Unsecured Claims could be materially lower when compared to the estimates provided below. To the extent that any inconsistency exists between the summaries contained in this Disclosure Statement and the Plan, the terms of the Plan shall govern.

SUMMARY OF EXPECTED RECOVERIES4 Claim / Equity Projected Amount Projected Class Treatment of Claim / Equity Interest Interest of Claims5 Recovery 1 Other Priority Except to the extent that a Holder of an $3.6 million 100% Claims Allowed Other Priority Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim shall receive payment in full in Cash or other treatment rendering such Claim Unimpaired. 2 Other Secured Except to the extent that a Holder of an $0 100% Claims Allowed Other Secured Claim agrees to less favorable treatment, in full and final

4 The Plan contemplates distributions being made pursuant to a waterfall priority scheme in accordance with the Bankruptcy Code. Thus, the recoveries for each class listed in this chart depend entirely on the extent to which classes senior to them are satisfied.

5 These amounts reflect estimates as of the date hereof and may ultimately be higher or lower depending on, among other things, timely Filed Proofs of Claim.

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SUMMARY OF EXPECTED RECOVERIES4 Claim / Equity Projected Amount Projected Class Treatment of Claim / Equity Interest Interest of Claims5 Recovery satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive, at the election of the Debtors: (i) payment in full in Cash of such Allowed Other Secured Claim; (ii) the Collateral securing such Allowed Other Secured Claim; (iii) Reinstatement of such Allowed Other Secured Claim, notwithstanding any contractual provision or applicable non- bankruptcy Law that entitles the holder of such claim to demand or to receive payment prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of default; or (iv) such other treatment rendering such Allowed Other Secured Claim Unimpaired. 3 Seller Note On the Effective Date, except to the extent $35.2 million 32%6 Secured Claim that the HBC Parties agree to less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for the Allowed Seller Note Secured Claim, each Holder of an Allowed Seller Note Claim shall receive payment of its Pro Rata share of the Distributable Cash allocated to the Seller Note Secured Claim, if any, pursuant to the Waterfall Recover. 4 General Except to the extent that a Holder of an $82.8 million 8%7 Unsecured Allowed General Unsecured Claim agrees to Claims less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Distributable Cash allocated to Allowed General Unsecured Claims, if any, pursuant to the Waterfall Recovery. 5 Intercompany In full and final satisfaction of each Allowed N/A N/A Claims Intercompany Claim, each Allowed

6 The projected recovery to holders of the Class 3 Seller Note Secured Claim does not include potential recoveries on account of proceeds of the litigation against Urban Outfitters, the value of which is not yet determined but the Debtors believe to be significant.

7 The projected recovery to holders of Class 4 General Unsecured Claims does not include potential recoveries on account of proceeds of the litigation against Urban Outfitters, the value of which is not yet determined but the Debtors believe to be significant. After Holders of Allowed General Unsecured Claims receive the first $1 million of proceeds from the litigation against Urban Outfitters, the proceeds thereafter will be split 75% to Holders of Allowed General Unsecured Claims and 25% to Holders of Seller Note Secured Claim.

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SUMMARY OF EXPECTED RECOVERIES4 Claim / Equity Projected Amount Projected Class Treatment of Claim / Equity Interest Interest of Claims5 Recovery Intercompany Claim, unless otherwise provided for under the Plan, will either be Reinstated, distributed, contributed, set off, settled, cancelled and released or otherwise addressed at the option of the Debtors; provided, that no distributions shall be made on account of any such Intercompany Claims. 6 Intercompany In full and final satisfaction of each Allowed N/A N/A Interests Intercompany Interest each Intercompany Interest shall be Reinstated solely to maintain the Debtors’ corporate structure. 7 Le Tote Interests Each Allowed Le Tote Interest shall be N/A N/A canceled, released, and extinguished, and will be of no further force or effect and no Holder of Le Tote Interests shall be entitled to any recovery or distribution under the Plan on account of such Interests. 8 Section 510(b) Section 510(b) Claims will be canceled, N/A 0% Claims released, and extinguished as of the Effective Date, and will be of no further force or effect, and each Holder of a Section 510(b) Claim will not receive any distribution on account of such Section 510(b) Claim. The Debtors are not aware of any valid Section 510(b) Claims and believe that no such Section 510(b) Claims exist.

Based on the foregoing, (i) Holders of Claims in Class 3 and Class 4 are impaired under the Plan, and, therefore, are entitled to vote, (ii) Holders of Claims and Interests in Class 1, Class 2, and Class 6 are not impaired under the Plan and, therefore, are conclusively presumed to have accepted the Plan, (iii) Holders of Claims and Interests in Class 7 and Class 8 are receiving no distribution under the Plan and, therefore, are deemed to reject the Plan, and (iv) Holders of Claims in Class 5 are either impaired or unimpaired and will be presumed to accept or deemed to reject the Plan.

E. Are any regulatory approvals required to consummate the Plan?

There are no known U.S. regulatory approvals that are required to consummate the Plan. However, to the extent any such regulatory approvals or other authorizations, consents, rulings, or documents are necessary to implement and effectuate the Plan, it is a condition precedent to the Effective Date that they be obtained.

F. What happens to my recovery if the Plan is not confirmed or does not go effective?

In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to implement the Restructuring Transactions. It is possible that any alternative may provide Holders of Claims or Interests with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 case, or of a liquidation scenario, see Article VIII of this Disclosure Statement, entitled “Statutory Requirements for Confirmation of the Plan.”

The Debtors believe that liquidation under chapter 7 of the Bankruptcy Code—a distinctly possible event if the Plan is not confirmed—would result in significantly reduced creditor recoveries as compared to the Plan. Smaller recoveries would result because of, among other things, significant additional administrative expenses associated with

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the appointment of a chapter 7 trustee and administration of a chapter 7 liquidation, including additional claims that may be entitled to administrative priority.

G. What is the deadline to vote on the Plan?

The Voting Deadline is March 10, 2021, at 5:00 p.m., prevailing Eastern Time.

H. How do I vote for or against the Plan?

Detailed instructions regarding how to vote on the Plan are contained on the Ballots distributed to Holders of Claims and Interests that are entitled to vote on the Plan. For your vote to be counted, you must submit your Ballot in accordance with the instructions provided in Article III of this Disclosure Statement. BALLOTS SENT BY FACSIMILE TRANSMISSION ARE NOT PERMITTED AND WILL NOT BE COUNTED.

I. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation”?

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that must be satisfied or waived so that the Plan can “go effective.” Distributions to Holders of Allowed Claims can only be made on the date the Plan becomes effective—the “Effective Date”—or as soon as reasonably practicable thereafter, as specified in the Plan. See Article VI.G of this Disclosure Statement, entitled “Conditions Precedent to Effective Date,” for a discussion of the conditions precedent to consummation of the Plan.

“Consummation” refers to “substantial consummation” of the Plan, as defined in section 1101(2) of the Bankruptcy Code, and means: (1) the transfer of all or substantially all of the property proposed by the Plan to be transferred; (2) assumption by the Debtors or by the successors to the Debtors under the Plan of the business or of the management of all or substantially all of the property dealt with by the Plan; and (3) commencement of distributions under the Plan. Note that Holders of certain types of Claims, such as General Unsecured Claims, may not receive any distributions until the Debtors or Wind-Down Debtors have reconciled all such Claims, which could take several months or longer following the Effective Date.

J. What will I receive from the Debtors if I hold an Allowed Administrative Claim, Priority Tax Claim, or Professional Fee Claim?

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, and Professional Fee Claims have not been classified and thus are excluded from the Classes of Claims and Interests set forth in Article III of the Plan.

1. Administrative Claims and Priority Tax Claims.

Except as otherwise provided in Article II.A of the Plan and except with respect to the TSA Shortfall Claim and the Independent Director Fee Claims, Administrative Claims that are Professional Fee Claims or subject to 11 U.S.C. § 503(b)(1)(D), requests for payment of Allowed Administrative Claims must be Filed and served on the Plan Administrator and/or Post-Effective Date Debtors no later than the applicable Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, and such Administrative Claims shall be deemed satisfied, settled, and released as of the Effective Date. Objections to such requests, if any, must be Filed and served on the Plan Administrator and/or Post-Effective Date Debtors and the requesting party on or before the Administrative Claim Objection Bar Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and prior Bankruptcy Court orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and satisfied in accordance with, an order of the Bankruptcy Court that becomes a Final Order.

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Except with respect to the TSA Shortfall Claim and the Independent Director Fee Claims, Administrative Claims that are Professional Fee Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid in full in Cash from the Priority Claims Reserve the unpaid portion of its Allowed Administrative Claim on the latest of: (i) the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (ii) the date such Administrative Claim is Allowed or as soon as reasonably practicable thereafter; and (iii) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is reasonably practicable, or with respect to a Holder of a Priority Tax Claim, treated in accordance with section 1129(a)(9)(C) of the Bankruptcy Code; provided that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ businesses shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements and/or arrangements governing, instruments evidencing, or other documents relating to such transactions (and no requests for payment of such Administrative Claims must be Filed or served). Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.

The failure to object to Confirmation by a Holder of an Allowed Administrative Claim or Priority Tax Claim shall be deemed to be such Holder’s consent to receive treatment for such Claim that is different from that set forth in section 1129(a)(9) of the Bankruptcy Code. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.

2. Professional Compensation.

(a) Professional Fee Claims.

All final requests for payment of Professional Fee Claims incurred during the period from the Petition Date through the Confirmation Date shall be Filed no later than 45 days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy Rules, and prior orders of the Bankruptcy Court, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be promptly paid from the Professional Fee Escrow Account up to the full Allowed amount. To the extent that funds held in the Professional Fee Escrow Account are insufficient to satisfy the amount of Professional Fee Claims owing to the Professionals, such Professionals shall have an Allowed Administrative Claim for any such deficiency, and the Post-Effective Date Debtors or the Plan Administrator, as applicable, shall pay the full unpaid amount of such Allowed Administrative Claim in Cash.

(b) Professional Fee Escrow Account.

On the Effective Date, the Post-Effective Date Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Post-Effective Date Debtors as soon as reasonably practicable after such Professional Fee Claims are Allowed. When all Allowed amounts owing to the Professionals have been paid in full, any amount remaining in the Professional Fee Escrow Account shall promptly be paid to the Post-Effective Date Debtors without any further action or order of the Bankruptcy Court, and shall thereupon become Distributable Cash.

(c) Professional Fee Amount.

Professionals shall reasonably estimate their unpaid Professional Fee Claims, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Professional Fee Claims. If a Professional does not provide an estimate, the Debtors or Post-Effective Date Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

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(d) Post-Confirmation Date Fees and Expenses.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred by the Professionals. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Post-Effective Date Debtors or the Plan Administrator, as applicable, may employ and pay any Professional in the ordinary course of business without any further notice to, or action, order, or approval of, the Bankruptcy Court.

(e) Substantial Contribution.

Except as otherwise specifically provided in the Plan, any Entity that requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), or (5) of the Bankruptcy Code must File an application and serve such application on counsel for the Debtors, the Committee, and as otherwise required by the Bankruptcy Court, the Bankruptcy Code, and the Bankruptcy Rules, on or before the Voting Deadline.

3. Statutory Fees.

All fees due and payable pursuant to section 1930 of Title 28 of the United States Code before the Effective Date shall be paid by the Debtors. On and after the Effective Date, to the extent applicable, the Post- Effective Date Debtors shall pay and the Plan Administrator shall cause to be paid any and all such fees when due and payable, and shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each Post- Effective Date Debtor shall remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of the applicable Debtor’s Chapter 11 Case being closed, dismissed, or converted to a case under chapter 7 of the Bankruptcy Code.

4. TSA Shortfall Claim.

The TSA Shortfall Claim is Allowed. On the Effective Date, and following the funding of the Priority Claim Reserve, the TSA Shortfall Claim shall be paid in full in Cash.

5. Independent Director Fee Claims.

The Independent Director Fee Claims are Allowed. On the Effective Date and following the funding of the Priority Claim Reserve and payment in full in Cash of the TSA Shortfall Claim, the Independent Director Fee Claims shall be paid in full in Cash.

K. Will the final Amount of General Unsecured Claims affect my recovery under the Plan?

Holders of General Unsecured Claims will receive their Pro Rata share of the Distributable Cash, if any, pursuant to the Waterfall Recovery. In addition, Holders of General Unsecured Claims that (i) vote to accept the Plan, (ii) abstain from voting on the Plan and who do not affirmatively opt-out of the third-party releases contained in the Plan, or (iii) vote to reject the Plan and who do not affirmatively opt-out of the third-party releases contained in the Plan shall be deemed a Released Party for all purposes under the Plan. Although the Debtors’ estimate of General Unsecured Claims is ongoing, General Unsecured Claims actually asserted against the Debtors may be higher or lower than the Debtors’ estimate provided in the Plan, which difference could be material.

The projected amount of Allowed General Unsecured Claims set forth herein is subject to change and reflects the Debtors’ current view on potential rejection damages. Any change in the number, identity, or timing of actual rejected Executory Contracts and Unexpired Leases could have a material impact on the amount of Allowed General Unsecured Claims. To the extent that the actual amount of rejection damages Claims changes, the value of recoveries to Holders of Allowed General Unsecured Claims could change as well, and such changes could be material.

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Further, as of the Petition Date, the Debtors were parties to certain litigation matters that arose in the ordinary course of operating their businesses and could become parties to additional litigation in the future as a result of conduct that occurred prior to the Petition Date. Although the Debtors have disputed, are disputing, or will dispute in the future the amounts asserted by such litigation counterparties, to the extent these parties are ultimately entitled to a higher amount than is reflected in the amounts estimated by the Debtors herein, the value of recoveries to Holders of Allowed General Unsecured Claims could change as well, and such changes could be material.

L. Will there be releases and exculpation granted to parties in interest as part of the Plan?

Yes, Article VIII of the Plan proposes to release the Released Parties and to exculpate the Exculpated Parties. The Debtors’ releases, third-party releases, and exculpation provisions included in the Plan are an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations between the Debtors and their key constituencies in obtaining support for the Plan.

All of the Released Parties and the Exculpated Parties have made substantial and valuable contributions to the Debtors’ restructuring through efforts to negotiate and implement the Plan, which will maximize value of the Debtors for the benefit of all parties in interest. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions.

Importantly, (i) all Holders of Claims or Interests that are deemed to accept the Plan and who do not opt out of the releases provided by the Plan, (ii) all Holders of Claims and Interests who vote to accept the Plan, and (iii) all Holders of Claims or Interests that abstain from voting on the Plan and who do not opt out of the releases provided by the Plan will be deemed to have expressly, unconditionally, generally, individually, and collectively released and discharged all Claims and Causes of Action against the Debtors and the Released Parties.

Based on the foregoing, the Debtors believe that the releases and exculpations in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the United States Court of Appeals for the Fourth Circuit. Moreover, the Debtors will present evidence at the Confirmation Hearing to demonstrate the basis for and propriety of the release and exculpation provisions. The release, exculpation, and injunction provisions that are contained in the Plan are copied in Article VI.F of this Disclosure Statement, entitled “Settlement, Release, Injunction and Related Provisions.”

M. Why is the Bankruptcy Court holding a Confirmation Hearing, and when is the Confirmation Hearing set to occur?

Section 1128 of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on confirmation of the Plan and recognizes that any party in interest may object to confirmation of the Plan.

The Bankruptcy Court has scheduled the Confirmation Hearing for March 18, 2021, at 1:00 p.m., prevailing Eastern Time. The Confirmation Hearing may be adjourned from time to time without further notice.

The Debtors will publish the notice of the Confirmation Hearing, which will contain the deadline for objections to the Plan and the date and time of the Confirmation Hearing, in The New York Times to provide notification to those persons who may not receive notice by mail. The Debtors may also publish the notice of the Confirmation Hearing in such trade or other publications as the Debtors may choose.

N. What is the purpose of the Confirmation Hearing?

At the Confirmation Hearing, the Bankruptcy Court will determine if the Plan should be confirmed in light of both the affirmative requirements of the Bankruptcy Code and objections, if any, that are timely filed and subject to satisfaction or waiver of each condition precedent in Article IX of the Plan. Some of the key requirements for confirmation of a chapter 11 plan are that (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of creditors. A plan is typically considered not to “discriminate unfairly” if similarly situated creditors do not received disparate recoveries without

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reasonable justification. A plan will generally be considered “fair and equitable” with regards to unsecured creditors if it satisfies the absolute priority rule, meaning if a senior class of creditors rejects the plan, a more junior class of creditors cannot receive a recovery until the senior class is paid in full. Finally, the “best interests” of creditors test means that a voting creditor must either accept the plan or receive more than they would in a hypothetical chapter 7 liquidation. For a more detailed discussion of the Confirmation Hearing and the confirmation requirements, see Article VII of this Disclosure Statement.

The confirmation of a chapter 11 plan by a bankruptcy court binds the debtor, any issuer of securities under the chapter 11 plan, any person acquiring property under the chapter 11 plan, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a chapter 11 plan discharges a debtor from any debt that arose prior to the effective date of the plan and provides for the treatment of such debt in accordance with the terms of the confirmed chapter 11 plan.

The deadline by which all objections to the Plan must be filed with the Bankruptcy Court and served so as to be actually received by the appropriate notice parties is March 10, 2021, at 5:00 p.m., prevailing Eastern Time.

O. Whom do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?

If you have any questions regarding this Disclosure Statement or the Plan, please contact the Debtors’ Notice and Claims Agent, Stretto:

By Regular mail, hand delivery or overnight mail at:

Le Tote Inc. c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

By electronic mail at: [email protected] By telephone: (855) 217-8030 (Toll Free)

Copies of the Plan, this Disclosure Statement, and any other publicly filed documents in the Chapter 11 Cases are available upon written request to the Debtors’ Notice and Claims Agent at the address above or by downloading the exhibits and documents from the website of the Debtors’ Notice and Claims Agent at https://cases.stretto.com/letote (free of charge) or the Bankruptcy Court’s website at https://ecf.deb.uscourts.gov (for a fee).

P. Who Supports the Plan?

The Plan is supported by the Debtors and certain parties in interest, including the Committee, which supports implementation of the HBC Settlement through the Plan.

Q. Do the Debtors recommend voting in favor of the Plan?

Yes. The Debtors believe the Plan provides for a greater distribution to the Debtors’ creditors than would otherwise result from any other available alternative. The Debtors believe the Plan, which provides for the wind-down and dissolution of the Debtors’ Estates and for distributions to Holders of Claims and Interests, is in the best interests of all Holders of Claims and Interests, and that other alternatives fail to realize or recognize the value inherent under the Plan.

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ARTICLE III. SOLICITATION AND VOTING PROCEDURES

This Disclosure Statement is being distributed to the Holders of Claims in those Classes that are entitled to vote or reject the Plan. The procedures and instructions for voting and related deadlines are set forth in the exhibits annexed to the Disclosure Statement Order, which is attached hereto as Exhibit C.

THE DISCLOSURE STATEMENT ORDER IS INCORPORATED HEREIN BY REFERENCE AND SHOULD BE READ IN CONJUNCTION WITH THIS DISCLOSURE STATEMENT AND IN FORMULATING A DECISION TO VOTE TO ACCEPT OR REJECT THE PLAN.

THE DISCUSSION OF THE SOLICITATION AND VOTING PROCESS SET FORTH IN THIS DISCLOSURE STATEMENT IS ONLY A SUMMARY. PLEASE REFER TO THE DISCLOSURE STATEMENT ORDER ATTACHED HERETO FOR A MORE COMPREHENSIVE DESCRIPTION OF THE SOLICITATION AND VOTING PROCESS.

A. Holders of Claims Entitled to Vote on the Plan.

Under the provisions of the Bankruptcy Code, not all Holders of Claims and Interests against a Debtor are entitled to vote on a chapter 11 plan. The table in Article II of this Disclosure Statement provides a summary of the status and voting rights of each Class (and, therefore, of each Holder within such Class absent an objection to the Holder’s Claim or Interest) under the Plan.

As shown in the table, the Debtors are soliciting votes to accept or reject the Plan only from Holders of Claims in Classes 3 and 4 (the “Voting Classes”). The Holders of Claims in the Voting Classes are Impaired under the Plan and may, in certain circumstances, receive a distribution under the Plan. Accordingly, Holders of Claims in the Voting Classes have the right to vote to accept or reject the Plan.

The Debtors are not soliciting votes from Holders of Claims and Interests in Classes 1, 2, 5, 6, 7, and 8. Additionally, the Disclosure Statement Order provides that certain Holders of Claims in the Voting Classes, such as those Holders whose Claims have been disallowed or are subject to a pending objection, are not entitled to vote to accept or reject the Plan.

B. Voting Record Date.

The Voting Record Date is March 10, 2021. The Voting Record Date (as defined in the Disclosure Statement Order) is the date on which it will be determined which Holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the Holder of a Claim.

C. Voting on the Plan.

The Voting Deadline is March 10, 2020, at 5:00 p.m. (prevailing Eastern Time). In order to be counted as votes to accept or reject the Plan, all ballots must be properly executed, completed, and delivered in accordance with the instructions on your ballot so that the ballots are actually received by the Debtors’ Notice and Claims Agent on or before the Voting Deadline:

DELIVERY OF BALLOTS

Le Tote Inc. Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

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and/or

To submit your Ballot to the Notice and Claims Agent via electronic mail: [email protected].

D. Ballots Not Counted.

No ballot will be counted toward Confirmation if, among other things: (1) any ballot that is illegible or contains insufficient information to permit the identification of the Holder of such Claim; (2) any ballot cast by any Entity that does not hold a Claim in a Voting Class; (3) any Ballot cast for a Claim scheduled as unliquidated, contingent, or disputed for which no Proof of Claim was timely filed by the Voting Record Date (unless the applicable bar date has not yet passed, in which case such Claim shall be entitled to vote in the amount of $1.00); (4) any unsigned ballot or ballot lacking an original signature (for the avoidance of doubt, a ballot submitted via the Notice and Claims Agent online balloting portal shall be deemed an original signature); (5) any ballot not marked to accept or reject the Plan or marked both to accept and reject the Plan; and (6) any ballot submitted by any Entity not entitled to vote pursuant to the procedures described herein. Please refer to the Disclosure Statement Order for additional requirements with respect to voting to accept or reject the Plan.

IF YOU HAVE ANY QUESTIONS ABOUT THE SOLICITATION OR VOTING PROCESS, PLEASE CONTACT THE NOTICE AND CLAIMS AGENT AT

(855) 217-8030 (Toll Free)

ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE OR OTHERWISE NOT IN COMPLIANCE WITH THE SOLICITATION ORDER WILL NOT BE COUNTED.

E. Confirmation Hearing.

The Bankruptcy Court has scheduled the Confirmation Hearing for March 18, 2021, 1:00 p.m. (prevailing Eastern Time). The Confirmation Hearing may be adjourned from time to time without further notice.

Objections to Confirmation of the Plan must be filed and served on the Debtors, and certain other parties, by no later than March 10, 2021, at 5:00 p.m. (prevailing Eastern Time) in accordance with the notice of the Confirmation Hearing that accompanies this Disclosure Statement and the Disclosure Statement Order attached hereto as Exhibit C and incorporated herein by reference.

The Debtors will publish notice of the Confirmation Hearing, which will contain the deadline for objections to the Plan and the date and time of the Confirmation Hearing, in the New York Times to provide notification to those persons who may not receive notice by mail. The Debtors may also publish the notice of the Confirmation Hearing in such trade or other publications as the Debtors may choose.

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ARTICLE IV. THE DEBTORS’ BACKGROUND

A. Corporate History and Business Operations.

1. Le Tote Corporate History.

Conceived in 2012 when Brett Northart and Rakesh Tondon noticed that their wives had to constantly buy new clothes for maternity, work, events, and other occasions, the two co-founders aimed to answer a simple question: why should consumers pay full price to own clothes that they won’t wear again? The original concept, which launched in 2012, allowed customers to subscribe to a “tote” that included three garments and two accessories for one low monthly price. Consumers received their totes in the mail and could return the items when they were ready for a new tote, with the option to purchase items at 20%-70% off retail price. The Company, which operated out of Mr. Tondon’s home during its first year, has grown from a small San Francisco-based start up to a market-leading fashion rental subscription service. From 2014 to 2018, the Company grew at a compound annual growth rate of approximately 122% and increased revenue from $2.5 million to $60.8 million, before experiencing a decline in 2019. Now with an advanced personalization algorithm and offerings from more than 150 brands, including French Connection, Vince Camuto, BCBGeneration, Sanctuary, Kate Spade, Rebecca Minkoff, Cole Haan, and Nike, Le Tote has been described as the “Netflix of fashion.”

In March 2015, following two initial years of explosive growth, Le Tote introduced the “tote swap” personalization feature to its rental subscription platform, which increased interface functionality by allowing customers to view a snapshot of the five pieces that would be contained in their totes and swap items for 24 hours. Shortly thereafter, prompted by high customer demand, the Company expanded its rental subscription offerings to include maternity clothing. Based on customer feedback, the Company opened a waitlist to allow its customer base, including approximately 30% of customers who were mothers, to enroll in early access to Le Tote’s maternity offerings. As 2015 progressed, it became clear that Le Tote was “infectiously changing how consumers look[ed] at shopping.” In October of the same year, the Company debuted its mobile app, which provided customers with direct access to rent more than 150,000 pieces of clothing and accessories.

2. Le Tote China.

In 2017, just five years after the launch of the original “tote” concept, Le Tote became the first U.S. fashion rental subscription service to enter the Chinese market—the world’s largest e-commerce market. Through a joint venture with an executive of China’s largest shoe retailer, the Company launched Le Tote China (the “Joint Venture”). Before opening to the general public, the Joint Venture admitted a select group of 3,000 women for “beta” testing, which provided the admitted customers with premier access to Le Tote China’s fashion rental subscription service and allowed the Joint Venture partners to navigate the Chinese consumer landscape. Le Tote China opened to the general public in the winter of 2017.

The Joint Venture provides the same service as its U.S. counterpart to Chinese consumers: the ability to rent unlimited clothing and accessories for a flat monthly fee. Le Tote China is currently headquartered in Shenzhen, with satellite offices in Beijing, Shanghai, and Hong Kong and distribution centers in Dongguan, Beijing, and Shanghai. Le Tote is a direct, minority equity holder in Le Tote Venture Limited and thereby an indirect, minority equity holder in Le Tote (Hong Kong) Limited and Le Tote (Shenzhen) Technology Limited. The entities that comprise the Joint Venture are not Debtors in these chapter 11 cases.

3. Lord & Taylor Corporate History.

In 1824, Samuel Lord started a dry goods business in New York and, in 1826, opened the nation’s first department store. George Washington Taylor joined Samuel Lord in the enterprise in 1834, and the two renamed the store Lord & Taylor. Lord & Taylor opened its second store in 1859 in New York’s modern-day SoHo neighborhood and, by 1894, was growing quickly. It would open stores on Fifth Avenue in 1903 and 1906 and become a publicly traded entity in 1904. The Lord & Taylor Building, which housed Lord & Taylor’s premier department store and corporate headquarters, opened in February of 1914 and, when Samuel Reyburn became president of Lord & Taylor

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in 1916, began the tradition of holiday window displays. In 2007, the Lord & Taylor Building became a New York City Landmark. Also in 1916, Lord & Taylor became a founding member of Associated Dry Goods Company (later Corporation), an association of independent department stores, and was considered to be its “crown jewel.”

In the years following World War II, Lord & Taylor thrived, led by company president Dorothy Shaver, the first woman to head a major retail establishment in the United States. Under Shaver, Lord & Taylor launched its first suburban branch stores, introduced the concept of personal shoppers, and commissioned Lord & Taylor’s iconic logo. In 1986, the May Department Stores Company acquired Associated Dry Goods, including Lord & Taylor and other retail chains, in what was considered the largest ever retail acquisition at the time. Federated Department Stores (now Macy’s) later acquired May Department Stores Company in 2005, and, in 2006, sold Lord & Taylor to National Retail and Development Company Equity Partners (“NRDC”), which held it privately. In 2008, NRDC acquired HBC and positioned Lord & Taylor under the HBC umbrella in 2012.

(a) Le Tote’s Acquisition of Lord & Taylor.

In November 2019, Le Tote completed the Acquisition of certain assets comprising the Lord & Taylor business from HBC Holdings and HBC Propco, including an online retail platform, leases for 38 brick-and-mortar Stores situated throughout the United States, the inventory located at the Stores (or in HBC’s distribution centers and available for sale in the Stores), and Lord & Taylor intellectual property. The Acquisition expanded the range of clothing styles offered by Le Tote in its subscription-based service and represented the first acquisition of a long- standing brick-and-mortar retailer by a “digitally native” brand.8 Further, Le Tote hired the vast majority of Lord & Taylor’s Store employees and entered into the Transition Services Agreement, pursuant to which HBC Holdings and HBC Propco must provide certain general and administrative functions related to the Lord & Taylor business to Le Tote through 2021 (subject to extension in accordance with the terms of the Transition Services Agreement) to assist with integration of the Lord & Taylor business into Le Tote.

Pursuant to the APA, HBC Propco is obligated to pay fixed and percentage rent (excluding common area maintenance and other similar charges) (the “Operating Rent”) from November 8, 2019, until November 8, 2022 (the “Rent Payment Period”). Only thereafter is Le Tote obligated to pay Operating Rent. The Stores are also subject to certain “Put” (by Le Tote) and “Call” (by HBC) rights under the APA. Upon the exercise of a “Put” or “Call” after the expiration of the Rent Payment Period, Le Tote has no obligation to pay Operating Rent for the applicable Store, the lease with respect to which would be transferred back to affiliates of HBC. During the Rent Payment Period and thereafter, unless a “Put” or a “Call” has been exercised and effectuated, Le Tote is obligated to pay all other amounts related to the operation of the Stores due under any lease with respect to any Store, including all common area maintenance and similar charges (e.g., insurance, utilities and services, and real estate taxes).

As discussed in further detail herein, Le Tote financed the purchase price of the Acquisition through: (a) $75 million in cash (subject to adjustments as specified in the APA), including cash borrowed under a senior secured asset-based revolving credit facility (the “ABL Credit Facility”) and a secured term loan credit facility (the “Term Loan Credit Facility”), (b) issuing two secured promissory notes to HBC Propco in the original principal amount of approximately $57 million in the aggregate, and (c) issuing preferred shares, convertible into approximately 25% of Le Tote’s post-closing issued and outstanding equity on a fully diluted basis, to HBC Propco. In connection with the Acquisition, HBC Propco also received the right to designate two seats to Le Tote’s board of directors. Both of HBC Propco’s designees to the board resigned in March 2020. On December 21, 2020, HBC converted its Series C-1 Preferred Stock into Common Stock in the Debtors, and immediately following the conversion, it surrendered its Common Stock to the Debtors. HBC Propco no longer has any voting securities or other equity securities of the Debtors.

(b) The Transition Services Agreement.

Le Tote, HBC Holdings, and HBC Propco, are also party to the Transition Services Agreement, dated as of November 8, 2019, pursuant to which Le Tote receives a wide variety of services, including accounting, human

8 Digitally native brands are companies that have only existed in the digital world, transacting primarily online with little or no brick-and-mortar presence.

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resources, IT services, and merchant support, among others, from HBC Holdings and HBC Propco on a transitional basis in connection with the Acquisition.

Since the Acquisition, certain service categories under the Transition Services Agreement have already been terminated, but with the majority of the Stores closed due to the COVID-19 pandemic, certain services under the Transition Services Agreement remain mission-critical, specifically those services that support the Lord & Taylor e-commerce operations. As discussed above, in April 2020 Le Tote successfully renegotiated the Transition Services Agreement, resulting in a reduced array of services and greatly reducing their go-forward payment obligations.

4. Critical Components of Le Tote’s Cost Structure.

(a) Supply Chain.

The Debtors maintain an integrated supply chain aimed at ensuring the uninterrupted flow of fresh merchandise for Le Tote’s fashion rental subscription service, the Lord & Taylor e-commerce website, and the brick-and-mortar Lord & Taylor locations. Generally, the Debtors contract with various domestic vendors to design and source the merchandise from foreign manufacturers. In limited circumstances, the Debtors contract with foreign manufacturers directly. Depending on the nature of the Debtors’ arrangement with a given vendor or manufacturer, the Debtors ship the merchandise to a domestic warehouse that serves as the Debtors’ distribution center.

(b) Employee Compensation and Benefits.

The Debtors currently employ approximately 651 employees (collectively, the “Employees”), including approximately 480 salaried Employees and approximately 170 hourly Employees. Prior to the Petition Date, the Debtors made the difficult decision to lay off approximately 130 Le Tote Employees and approximately 980 Lord & Taylor Employees due to the COVID-19 pandemic. The Debtors furloughed a significant number of additional Employees, recalling such Employees throughout the incremental reopening of the Stores.

(c) Digital Service Expenses.

As an internet based “digitally native” brand, the Debtors incur significant digital expenses on account of the Le Tote rental subscription service and, now, the Lord & Taylor e-commerce website. Services related to these two e-commerce platforms include information technology, marketing, photo studio, creative, site merchandising, labor and fulfillment, shipping, and credit card processing. Under normal volumes, the Debtors would expect to spend approximately $5 million per month on account of expenses relating to the Le Tote and Lord & Taylor digital platforms. Many of these services are delivered pursuant to the Transition Services Agreement. Consequently, the

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costs of such services have been reduced in connection with the renegotiation of the Transition Services Agreement and as a result of reduced volume due to the COVID-19 pandemic.

B. Urban Outfitters Litigation

Prior to the Petition Date, the Debtors commenced a lawsuit against Urban Outfitters, Inc. (“Urban Outfitters”) in the district court for the Eastern District of Pennsylvania alleging violations of the federal Defend Trade Secrets Act and the Pennsylvania Uniform Trade Secrets Act, breach of contract, unfair competition, and unjust enrichment. See Le Tote Inc. v. Urban Outfitters, Inc., No. 2:20-c-03009 (PBT) (E.D. Pa. 2020). Specifically, the Debtors allege that in March 2018, executives from Urban Outfitters represented to the Debtors that it wished to pursue an acquisition of the Le Tote business, thereby inducing Le Tote to provide Proprietary Information to Urban under a Mutual Non-Disclosure Agreement between the parties. Pursuant to the Mutual Non-Disclosure Agreement, Urban agreed not to use Le Tote’s Proprietary Information for any purpose other than evaluating a transaction with Le Tote. The Debtors allege that Urban Outfitters also represented to Le Tote that it had concluded that it lacked the knowledge and expertise to enter the rental subscription business independently and could not do so without acquiring a company like Le Tote. In reliance on the Mutual Non-Disclosure Agreement, the Debtors provided Urban Outfitters with proprietary information about its infrastructure, reverse logistics, and warehouse systems and algorithms, as well as market research and insights that have proved essential to the successful operation of a fashion rental subscription business. The Debtors allege that the Urban Outfitters team that received and reviewed Le Tote’s Proprietary Information also received multiple extensive tours of the Debtors’ facilities. Urban Outfitters abruptly abandoned the transaction in May 2018, citing a failure to obtain the approval of its Board of Directors. Shortly thereafter, Urban Outfitters launched its own competing fashion rental subscription business Nuuly, which the Debtors believe was developed through the misappropriation of the Debtors’ proprietary information.

On August 7, 2020, Urban Outfitters filed a motion to dismiss, asserting that the Debtors failed to establish any valid claim for relief for alleged trade secret misappropriation and breach of contract claim. The Debtors have contested the motion and the case is pending.

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C. The Debtors’ Prepetition Corporate and Capital Structure.

The Debtors’ corporate enterprise consists of Debtor entities Le Tote, Inc., French Tote LLC, a Delaware limited liability company (“French Tote”), Le Tote, LLC, a Delaware limited liability company, Lord & Taylor LLC, a Delaware limited liability company (“L&T”), and LT Card Company LLC, a Virginia limited liability company (“LT Card”), and non-Debtor entities, related to the operations of Le Tote China, Le Tote Venture Limited, an exempted company incorporated with limited liability in the Cayman Islands, Le Tote (Hong Kong) Limited, a company incorporated in Hong Kong with registered number 2534318, and Le Tote (Shenzhen) Technology Limited, a company incorporated in the People’s Republic of China. A simplified illustration of the Company’s corporate structure is set forth below.9

Le Tote Corporate Structure Various Shareholders Key Fundamental Forces Limited Debtor Entity

Non-Debtor Entity < 80%

Le Tote, Inc. > 20% (DE)

French Tote LLC Le Tote Venture Limited (DE) (Cayman)

Le Tote (Hong Kong) Lord & Taylor LLC Le Tote, LLC Limited (DE) (DE) (HK)

Le Tote (Shenzhen) LT Card Company LLC Technology Limited (VA) (PRC)

As of the Petition Date, the Debtors have outstanding secured debt obligations in the aggregate principal amount of approximately $137.9 million under: (a) the ABL Credit Facility; (b) the Term Loan Credit Facility; and (c) a promissory note, dated as of November 8, 2019, issued to HBC Propco with a maturity of November 8, 2021 (the “Seller Note”). The Debtors’ aggregate prepetition secured debt obligations are depicted in the table below.

9 A more detailed capital structure, attached hereto as Exhibit B, depicts the Debtors’ corporate structure, as well as the Debtors’ various debt obligations.

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Commitment / Outstanding Secured Debt Agent / Beneficiary Maturity Original Principal Principal Amount Amount ABL Credit Facility Wells Fargo, N.A. Nov. 8, 2024 $225 million $77.2 million Term Loan Credit TCG BDC, Inc. Nov. 8, 2024 $30 million $31.5 million Facility HBC US Propco Holdings Seller Note Nov. 8, 2021 $30.4 million $35.2 million10 LLC Total Secured Debt $143.9 million

1. The ABL Credit Facility.

The Debtors are party to that certain Credit Agreement, dated as of November 8, 2019 (as amended by Amendment No. 1 to the Credit Agreement, dated as of January 9, 2020, and Amendment No. 2 to the Credit Agreement, dated as of March 23, 2020, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the “ABL Credit Agreement”), by and among Le Tote, Inc., as lead borrower, French Tote, Le Tote, LLC and L&T, as additional borrowers, LT Card, as guarantor party thereto (collectively, the “Le Tote Loan Parties”), Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as administrative and collateral agent (the “ABL Agent”), and each of the lenders from time to time party thereto (the “ABL Lenders”). The ABL Credit Agreement provides for commitments of $225 million under the ABL Credit Facility (subject to a borrowing base composed primarily of inventory and credit card receivables) with a maturity date of November 8, 2024.

The obligations under the ABL Credit Facility are secured by a first-priority lien in substantially all of the Le Tote Loan Parties’ assets, including, among other things, all accounts, equipment and fixtures, intellectual property, and goods and inventory. As of the Petition Date, in the aggregate, approximately $77.2 million remained outstanding under the ABL Credit Facility. On December 21, 2020, following the payment in full of the ABL Credit Agreement the Debtors and the ABL Agent entered into a Termination Agreement terminating the ABL Credit Agreement and releasing liens over the Debtors’ assets, subject to the satisfaction of certain continuing obligations.

2. The Term Loan Credit Facility.

The Le Tote Loan Parties are also party to that certain Term Loan Agreement, dated as of November 8, 2019 (as amended by Amendment No. 1 to the Term Loan Agreement, dated as of January 9, 2020, and Amendment No. 2 to the Term Loan Agreement, dated as of March 23, 2020, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the “Term Loan Credit Agreement”), by and among the Le Tote Loan Parties, TCG BDC, Inc. (“Carlyle”), in its capacity as administrative agent and collateral agent (the “Term Loan Agent”), and each of the lenders from time to time party thereto (the “Term Loan Lenders”). The Term Loan Credit Agreement provides for a $30 million Term Loan Credit Facility (subject to a borrowing base composed primarily of inventory and credit card receivables) with a maturity date of November 8, 2024.

The obligations under the Term Loan Credit Facility are secured by a second-priority lien in substantially all of the Le Tote Loan Parties’ assets, including, among other things, all accounts, equipment and fixtures, intellectual property, and goods and inventory. As of the Petition Date, in the aggregate, approximately $31.5 million remains outstanding under the Term Loan Credit Facility. On December 17, 2020, following the payment in full of the Term Loan Credit Agreement the Debtors and the Term Loan Agent entered into a Termination Agreement terminating the Term Loan Credit Agreement and releasing liens over the Debtors’ assets, subject to the satisfaction of certain continuing obligations.

10 The Seller Note balance includes approximately $4.7 million in obligations related to the Debtors’ unpaid prepetition common area maintenance and real estate tax liabilities.

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3. The Seller Note.

In addition to the ABL Credit Facility and Term Loan Credit Facility, Debtor Le Tote, Inc. issued the Seller Note, in aggregate principal amount of approximately $30 million, and an inventory note, in aggregate principal amount of approximately $27 million, to HBC Propco to partially finance the Acquisition and inventory in connection therewith. The inventory note was repaid in December 2019. The Seller Note bears 0% interest through November 8, 2021, and 12% per annum thereafter. The obligations under both notes are guaranteed by Debtors French Tote, L&T, LT Card, and Le Tote, LLC.

The obligation under the Seller Note are secured in favor of HBC Propco (in such capacity, the “Junior Creditor Representative”) by a third-priority lien in substantially all of the Le Tote Loan Parties’ assets, including, among other things, all accounts, equipment and fixtures, intellectual property, and goods and inventory. As of the Petition Date, in the aggregate, approximately $35.2 million was outstanding under the Seller Note.

4. The Transition Services Agreement Obligations.

To facilitate the integration of Lord & Taylor, Le Tote, HBC Holdings, and HBC Propco entered into the Transition Services Agreement, which obligates HBC Holdings and HBC Propco to provide certain transition services to Le Tote. Pursuant to the terms of the Transition Services Agreement, HBC Propco is required to provide monthly invoices to the Debtors, and the Debtors are required to pay such invoices within 30 days of receipt. The Transition Services Agreement provides for a grace period of 15 business days, with respect to the payment of obligations thereunder. The Debtors’ obligations under the Transition Services Agreement are guaranteed by the Le Tote Loan Parties and are cross-securitized with the collateral that secures the Seller Note (such obligations, collectively, the “Secured Acquisition Obligations”). In connection with the investigation being undertaken by the Restructuring Committee as described below, the Debtors investigated certain claims and causes of action with respect to the Secured Acquisition Obligations, which claims are settled pursuant to the HBC Settlement.

On March 23, 2020, the Debtors elected to enter the 15 business day grace period provided under the Transition Services Agreement, with respect to approximately $4 million of obligations due thereunder. After suspending payments, the Debtors commenced renegotiation of the Transition Services Agreement in earnest. Subsequently, on April 10, 2020, the Debtors, HBC Holdings, and HBC Propco executed the Omnibus Agreement, subject to a reset to pre-Omnibus Agreement pricing for “fixed non-payroll costs related to technology” following October 31, 2021 and a global reset to pre-Omnibus Agreement pricing beginning on January 1, 2021. The Omnibus Agreement greatly reduced the Debtors’ go-forward payments under the Transition Services Agreement.

In connection with the HBC Settlement, the Debtors and the HBC Parties have resolved certain disputes related to the calculation of “fixed non-payroll costs related to technology” under the Omnibus Agreement. Additionally, the HBC Settlement provides that the HBC Parties continue to provide services under the Transition Services Agreement in January and February 2021 for total discounted payments of $513,017 per month, thereby providing substantial value to the Debtors’ estates by continuing access to transition services at a significantly reduced expense.

5. The ABL Intercreditor Agreement.

The ABL Agent and Term Loan Agent, as representatives of the ABL Lenders and Term Loan Lenders, as applicable, are parties to that certain Intercreditor Agreement, dated as of November 8, 2019 (the “ABL Intercreditor Agreement”). The ABL Intercreditor Agreement governs certain of the respective rights and interests of the ABL Lenders and the Term Loan Lenders relating to, among other things, their rights and their ability to exercise remedies in connection with an Event of Default (as defined in the ABL Intercreditor Agreement) and in the event of a bankruptcy filing, including related enforcement and turnover provisions. As detailed in the ABL Intercreditor Agreement, the ABL Lenders have priority over, and are senior in all respects, to the Term Loan Lenders with respect to the Collateral (as defined therein).

Section 6.2 of the ABL Intercreditor Agreement provides that, in the event of a chapter 11 filing, if the ABL Lenders consent to the use of cash collateral or the Debtors’ obtaining of debtor in possession financing secured by

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any portion of the Collateral, then the Term Loan Lenders agree not to raise any objection on the grounds of a failure to provide “adequate protection” for the liens in favor of the Term Loan Lenders or request adequate protection (except as provided below), so long as the Term Loan Lenders retain their liens on the Collateral with the same priority as existed before, the liens on the Collateral securing any such debtor in possession financing are senior to or pari with the liens on the Collateral securing the ABL Lenders, the size of the debtor in possession financing does not exceed the maximum size provided for in the ABL Intercreditor Agreement, and the debtor in possession financing does not require the Debtors to seek confirmation of a specific plan of reorganization. In addition, the same section of the ABL Intercreditor Agreement requires the ABL Lenders and the Term Loan Lenders to subordinate the Prepetition Liens under any debtor in possession financing facility as well as any “carveout” for professional or United States Trustee fees, in each case, with respect to the Collateral. Section 6.04 of the ABL Intercreditor Agreement also provides that if the ABL Lenders receive adequate protection with respect to the Collateral, then the Term Loan Lenders shall have the right to seek their own adequate protection; provided that such adequate protection is subordinate to any adequate protection provided to the ABL Lenders with respect to the Collateral.

6. The Seller Intercreditor Agreement.

The ABL Agent, the Term Loan Agent (together with the ABL Agent, the “Senior Agents”), as representatives of the ABL Lenders, Term Loan Lenders, and the Junior Creditor Representative, as representative of HBC Propco, respectively, are parties to that certain Seller Intercreditor Agreement, dated as of November 8, 2019 (the “Seller Intercreditor Agreement”). The Seller Intercreditor Agreement governs certain of the respective rights and interests of the ABL Lenders and Term Loan Lenders (collectively, the “Senior Creditors”) and HBC Propco (the “Junior Creditor”) relating to, among other things, their rights and their ability to exercise remedies in connection with an Event of Default (as defined in the ABL Credit Agreement) and in the event of a bankruptcy filing, including related enforcement and turnover provisions. As detailed in the Seller Intercreditor Agreement, the Senior Creditors have priority over, and are senior to in all respects, to the Junior Creditor with respect to the Collateral (as defined in the Seller Intercreditor Agreement).

Section 5.2 of the Seller Intercreditor Agreement generally provides that, in the event of a chapter 11 filing, if the Senior Creditors consent to the use of cash collateral or the Debtors’ obtaining of debtor in possession financing, the Junior Creditor agrees not to raise any objection. Section 5.4 of the Seller Intercreditor Agreement provides that if the Senior Creditors receive adequate protection in the form of additional or replacement liens on the Collateral or additional or replacement collateral, then the Junior Creditor shall have the right to seek its own adequate protection; provided that such adequate protection is subordinate to any adequate protection provided to the Senior Creditors.

ARTICLE V. EVENTS LEADING TO THESE CHAPTER 11 CASES & MATERIAL DEVELOPMENTS

A. Market Distress.

1. Challenging Operating Environment and Transition Obligations.

A confluence of factors contributed to the Debtors’ need to commence these chapter 11 cases. These include: (a) the general downturn in the retail industry and the shift away from shopping at brick-and-mortar stores, which has led to a decrease in sales; (b) a challenging commercial environment over the past several years brought on by increased competition from retailers like Walmart and Amazon; and (c) the enormous impact of the COVID-19 pandemic, which has forced retailers across the country to stomach the expense of brick-and-mortar assets which were rendered unusable for a prolonged period of time. Over time, these factors tightened the Debtors’ liquidity and complicated their vendor relationships, culminating in a liquidity crisis by the end of March 2020, when the Debtors faced dwindling cash flows, inaccessible inventory, and the inability to access even incremental liquidity. The combination of the above factors precipitated these chapter 11 cases.

2. The COVID-19 Pandemic.

Demand for discretionary retail products plummeted during the COVID-19 pandemic as consumers prioritize—with good reason—their health and maintaining a source of income. In this environment, most

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discretionary retail products are an unnecessary luxury for many consumers. To combat the unprecedented global spread of COVID-19, the majority of states, and many foreign governments, temporarily shuttered all “non-essential” businesses—stores that trade in discretionary (clothing, home furnishings, electronics, beauty) as opposed to life-preserving products (food, pharmacies, cleaning supplies). Mass merchandisers, such as Walmart, which sell food and household supplies in addition to traditional retail items, were allowed to remain open—increasing the already extreme competition in the retail market.

In the wake of COVID-19, the Debtors placed all of their vendors (including the service providers under the Transition Services Agreement) on hold, laid off approximately 130 Le Tote Employees and approximately 980 Lord & Taylor Employees, furloughed a significant number of additional Employees, and temporarily closed all Lord & Taylor Stores. Prior to the Petition Date, the Debtors reopened their Lord & Taylor locations and recalled certain furloughed Employees to operate the reopened Stores. COVID-19 also caused a drop in subscriptions for Le Tote as the Company’s subscriber base suffered from the wave of job losses gripping the country and the demand for apparel diminished due to hundreds of millions of Americans being affected by stay-at-home orders. As a result of these and other factors, the Debtors’ revenue declined precipitously from forecasts.

B. Prepetition Restructuring Efforts.

1. Efforts to Manage Liquidity.

In response to the liquidity shortfall, the Debtors engaged Berkeley Research Group, LLC (“BRG”) to act as their financial advisor, to assist in managing their cash flows in response to these unprecedented crises. BRG and the Debtors’ management analyzed the Debtors’ cash flows and prepared “mothball” forecasts to manage the Debtors’ liquidity despite a significant revenue decline. As noted above, the Debtors significantly reduced their cash burn by suspending payments to vendors, furloughing Store employees, and initiating significant layoffs at their corporate office. On March 29, 2020, in connection with the Debtors’ restructuring efforts, Ed Kremer was appointed as Chief Restructuring Officer.

The Debtors also engaged in negotiations with the ABL Agent and the Term Loan Agent to continue operating their business in their “mothball” period notwithstanding the existence of several defaults under the ABL Credit Agreement and the Term Loan Credit Agreement. On June 23, 2020, the Debtors entered into forbearance agreements (the “Forbearance Agreements”) with each of the ABL Agent and the Term Loan Agent whereby the respective agents agreed to forbear from exercising remedies based on these defaults. The Forbearance Agreements provided a bridge for the Debtors to reopen their Lord & Taylor locations in advance of the Petition Date, thereby enhancing the ability of the Debtors to maximize value for the benefit of all stakeholders.

2. Negotiations with HBC.

In response to liquidity pressures and increased costs under the Transition Services Agreement, the Debtors undertook multiple efforts to reach a mutually agreeable re-negotiation of certain terms (including payment and economic terms) of the Transition Services Agreement or a temporary deferral of payment under the Transition Services Agreement to ensure the continued provision of essential services. On March 23, 2020, the Debtors elected to forego their payment obligations under the Transition Services Agreement and enter the 15 business day grace period thereunder. HBC Holdings and HBC Propco promptly issued a notice of non-payment indicating the Transition Services Agreement would be terminated on April 13, 2020, unless the Debtors cured the payment default. After suspending payments under the Transition Services Agreement, the Debtors and their advisors engaged in hard-fought negotiations with HBC and its affiliates in an effort to restructure the payment obligations under the Transition Services Agreement and limit go-forward services to only those services necessary in a post-COVID-19 world.

Consequently, on April 10, 2020, the Debtors, HBC Holdings, and HBC Propco executed the Omnibus Agreement, which withdrew the notice of non-payment and reset the balances owing under the Transition Services Agreement to zero. Pursuant to the Term Sheet, HBC Holdings and HBC Propco committed to provide the Debtors with services relating to the operation of the Debtors’ e-commerce platforms and certain financial and accounting functions, among others, through December 31, 2020 while agreeing to stop providing certain services that were no longer needed in light of the scaled-down nature of the Debtors’ enterprise. In consideration for such go-forward services, the Debtors agreed to pay HBC Holdings and HBC Propco approximately $550,000 per month, in advance,

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weekly variable payments, invoiced weekly in arrears, and weekly variable deposits, equal to 75% of such weekly variable payments as deposits against future invoices. Beginning on January 1, 2021, absent the HBC Settlement, payments under the Transition Services Agreement will revert to the terms set forth in the Transition Services Agreement without giving effect to the modifications described in the Omnibus Agreement. The Omnibus Agreement greatly reduced the size of the Debtors’ go-forward payments under the Transition Services Agreement and resolved a potential cross-default under the Debtors’ secured credit facilities.

3. Store Closing Sales.

The current Store footprint is unsustainable in light of the Debtors’ strained liquidity. Contemporaneously with the Plan, the Debtors have filed a motion requesting authority to market Le Tote and Lord & Taylor pursuant to certain bidding procedures and a motion requesting authority to implement customary Store closing procedures. The Debtors are committed to achieving the highest or otherwise best bid for Le Tote and/or Lord & Taylor by marketing those assets pursuant to the bidding procedures, and, if necessary, conducting an auction for such assets as well as any additional assets of the Debtors. The Debtors anticipate that any Stores which a potential purchaser does not seek to acquire will be wound down through Store closing sales. As discussed above, the Debtors entered into the Consultant Agreement with the Consultant to conduct these Store closing sales. The Debtors evaluated other national liquidation firms before selecting the Consultant and believe that that the terms set forth in the Consultant Agreement, including a percentage fee based on the proceeds from asset dispositions, are the best alternative for the conduct of asset sales and Store closures. The Debtors believe that utilizing the skills and resources of the Consultant to effectively and efficiently conduct the sales and Store closings will maximize value for all stakeholders.

ARTICLE VI. EVENTS OF THE CHAPTER 11 CASES

A. First Day Relief.

On the Petition Date, along with their voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petitions”), the Debtors filed several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations, by, among other things, easing the strain on the Debtors’ relationships with employees, vendors, and customers following the commencement of the Chapter 11 Cases. A brief description of each of the First Day Motions and the evidence in support thereof is set forth in the Declaration of Ed Kremer, Chief Restructuring Officer, of Le Tote, Inc., in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”) [Docket No. 15], filed on the Petition Date.

The First Day Motions, and all orders for interim and final relief granted in the chapter 11 cases can be viewed free of charge at https://cases.stretto.com/letote.

B. Approval of Use of Cash Collateral

On August 28, 2020, the Bankruptcy Court entered the Cash Collateral Order approving the Debtors’ use of cash collateral on a final basis [Docket No. 268]. The Cash Collateral Order authorized the Debtors, among other things, to use Cash Collateral and granted adequate protection to the Prepetition Agents and Prepetition Secured Parties and their interests in the prepetition collateral pursuant to sections 105, 361, 362, 363, and 507 of the Bankruptcy Code.

On December 9, 2020, following the payment in full of the ABL and Term Loan Obligations, the Debtors filed a second cash collateral motion seeking approval of an agreed successor cash collateral order with the HBC Parties. On December 21, 2020, the Bankruptcy Court entered the successor cash collateral order.

C. Schedules and Statements

On the Petition Date, the Debtors filed a motion [Docket No. 13] seeking entry of interim and final orders granting an extension of time through and including August 30, 2020 to file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements

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of financial affairs (collectively, the “Schedules and Statements”). On August 27, 2020, the Bankruptcy Court entered a final order approving this extension motion [Docket No. 264]. On August 30, 2020, the Debtors filed their Schedules and Statements.

D. Appointment of Official Committee

On August 12, 2020, the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”) filed the Appointment of Unsecured Creditors Committee [Docket No. 117], notifying parties in interest that the U.S. Trustee had appointed a statutory committee of unsecured creditors in the Chapter 11 Cases. The Committee is currently comprised of the following members: (a) The CIT Group/Commercial Services, Inc., (b) G-III Leather Fashions, Inc., and (c) Liquidity Capital II, L.P. The Committee retained Cooley LLP as its legal counsel and BDO Consulting Group, LLC as their financial advisors. The Debtors held a meeting of creditors pursuant to section 341 of the Bankruptcy Code on September 3, 2020.

E. Sale Process and Bidding Procedures

In April 2020, the Debtors retained HMAdviseCo, LLC d/b/a Nfluence Partners (“Nfluence”) to commence a prepetition marketing process of the Debtors’ Le Tote business. Shortly thereafter, the Debtors, in the exercise of their business judgment, determined to market the Lord & Taylor business in parallel. With the assistance of Nfluence, the Debtors prepared a list of approximately 78 potential acquirers (including various financial sponsors and strategic buyers) that were considered likely participants in a sale process of both the Le Tote and Lord & Taylor business. The Debtors also identified 30 additional parties that were considered potential acquirers of solely the Le Tote business and 15 additional parties that were considered potential acquirers of solely the Lord & Taylor business. Following the initial outreach to the identified 128 parties, information was provided to these parties to gauge their interest prior to executing a non-disclosure agreement (“NDAs”). Of these 128 total parties, approximately 69 parties entered into confidentiality agreements with the Debtors (inclusive of several purchasers who signed NDAs for each of Lord & Taylor and Le Tote). Several potential counterparties requested additional information and received access to a virtual data room and/or conducted in-person meetings with the Debtors’ management or telephonic diligence meeting with Nfluence. Through the course of the marketing process, the Debtors financial advisor BRG increased its responsibilities regarding the marketing of the Lord & Taylor assets by leveraging its unique experience in the retail restructuring sphere to supplement the work of Nfluence, as it related to the sale of Lord & Taylor assets.

On August 28, 2020, the Bankruptcy Court entered the Order (I) Establishing Bidding Procedures, (II) Scheduling Bid Deadlines and Auctions, (III) Approving the Form and Manner of Notice Thereof, and (IV) Granting Related Relief [Docket No. 269] (the “Bidding Procedures Order”), authorizing the Debtors to conduct an auction (the “Auction”). The Bidding Procedures also allowed substantial flexibility, with respect to the structure of any transaction and allowed the Debtors to select a party to serve as a stalking horse bidder. On October 8, 2020, pursuant to and in accordance with paragraphs 16 and 17 of the Bidding Procedures Order, the Debtors selected ZG Apparel Group LLP to act as the stalking horse bidder (the “Stalking Horse Bidder”). The terms of the stalking horse bid provided for, among other things, (a) the acquisition of certain of the Le Tote Assets and Lord & Taylor Assets by the Stalking Horse Bidder and (b) a cash break-up fee equal to 3% of the cash payment of the purchase price.

On October 15, 2020, pursuant to the Bidding Procedures Order, the Debtors conducted the Auction, with respect to the Debtor’s assets. At the conclusion of the Auction, the Debtors, in consultation with their professionals, selected Saadia Group LLC’s (“Saadia”) $12 million bid—more than three times the purchase price of the Stalking Horse Bidder— for the Debtors’ intellectual property and e-commerce assets as the successful bid and filed the Notice of Successful Bidder and Backup Bidder with Respect to the Auction of the Debtors’ Assets [Docket No. 450]. On October 16, 2020, the Debtors and Saadia entered into an asset purchase agreement (the “APA”) with the Saadia that called for a deadline to close the sale by November 23, 2020. On October 22, 2020, the Bankruptcy Court entered an order approving the APA [Docket No. 473].

On November 18, 2020, Debtors fulfilled their contractual obligations required to close the sale by the November 23 deadline. Despite this, Saadia refused to commit to closing by November 23, 2020. On November 21, 2020, Saadia moved for injunctive relief to prevent the Debtors from terminating the APA in the event that Saadia did not fulfil its contractual obligation to close the sale by the closing date [Docket No. 574]. After an

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expedited hearing on the matter on November 22, 2020, the Bankruptcy Court denied the motion [Docket No. 585]. The sale closed on November 23, 2020.

The proceeds of the sale were distributed as follows, with a net to the estate of $130,362.95:

• $1,176,099.72 to Wells Fargo, N.A., in full satisfaction of outstanding amounts owed in connection with the ABL Facility;

• $9,831,037.33 to TCG BDC, Inc., in full satisfaction of outstanding amounts owed in connection with the Term Loan Facility;

• $112,500.00 to the Stalking Horse Bidder, on account of the Break-Up Fee owed in connection with the Bidding Procedures Order; and

• $750,000.00 to Nfluence, on account of the Success Fee owed in connection with their Engagement Letters and the retention order entered by the Bankruptcy Court [Docket No. 392].

On December 7, 2020, the Debtors filed the Debtors’ Report for the Sale of the Acquired Assets Pursuant to Local Bankruptcy Rule [Docket No. 645].

F. Store Closing Process

Prior to the Petition Date, the Debtors commenced store closings and similar themed sales at their Lord & Taylor store locations and through their Lord & Taylor e-commerce platform. On the Petition Date, the Debtors filed the Debtors’ Motion for Entry of Interim and Final Orders (A) Authorizing the Debtors to Assume the Consulting Agreement, (B) Authorizing and Approving the Conduct of Store Closing Sales, With Such Sales to be Free and Clear of All Liens, Claims, and Encumbrances, (C) Authorizing and Approving the Store Closing Procedures, (D) Authorizing Customary Bonuses for Employees of Closing Stores and (E) Granting Related Relief [Docket No. 16], seeking approval to: (i) assume the Letter Agreement Governing Inventory Disposition, dated April 17, 2020, by and between Le Tote and Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (together, the “Consultant”), as amended by the Consulting Agreement, (ii) approve the Store Closings, (iii) authorize the Store Closing Bonuses, (iv) approve the Store Closing Procedures, and (v) grant related relief. On August 28, 2020, the Bankruptcy Court entered the final order approving the store closing motion [Docket No. 266].

G. Assumption and Rejection Matters

On November 11, 2020, the Debtors filed a motion seeking an extension of the 90 days the time period within which the Debtors must assume or reject unexpired leases of nonresidential real property pursuant to section 365(d)(4)(B)(i) of the Bankruptcy Code by ninety (90) days [Docket No. 524]. The motion received one objection and the Debtors filed their reply [Docket No. 583] on November 24, 2020. The Bankruptcy Court entered an order extending the deadline to assume or reject Unexpired Leases through and including February 28, 2021.

On December 11, 2020, the Debtors filed the Notice of Assumption and Assignment of Unexpired Lease [Docket No. 662] (the “Assumption Notice”), which notified parties of the Debtors’ intent to assume and assign that certain Master Lease, dated July 22, 2015, by and among Lord & Taylor LLC and certain affiliates of HBS Global Properties LLC related to those certain twenty-four store locations (the “Master Lease”) in accordance with the Procedures Order and section 365 of the Bankruptcy Code, effective as of December 31, 2020. A key aspect of the HBC Settlement is the agreement between HBC and the Debtors for the Debtors to assume and assign the Master Lease, which governs 24 of the Debtors’ 38 locations with no cash cure costs.

After filing the Assumption Notice, attached to which was a proposed form of order, the Debtors received informal objections from various landlords as well as a formal objection from Wilmington Trust. The Debtors and HBC worked diligently to resolve these objections, however, a resolution could not be reached with all objecting parties and the Court held a hearing on the Assumption Notice on January 28, 2021 and overruled the objections. On [●], 2021, the Court entered an order approving the assumption and assignment over the remaining objections.

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H. Extension Order

As discussed in the First Day Declaration, one of the principal terms of Le Tote’s acquisition of Lord & Taylor from HBC is that under the APA the Debtors are not obligated to pay rent (other than common area maintenance and taxes) until November 2022. Only thereafter is Le Tote obligated to pay rent.

As part of the Debtors’ comprehensive efforts to respond to operational challenges imposed by COVID-19, on August 7, 2020, as well as the dispute with HBS, the Debtors filed a motion seeking an extension under section 365(d)(3) of the Bankruptcy Code of the time to pay certain, if any, monetary lease obligations (the “Lease Obligations”) under their unexpired leases of nonresidential real property for 60 days, through and including October 1, 2020 [Docket No. 112]. The Bankruptcy Court entered an order granting the requested relief through October 1, 2020, on August 28, 2020 [Docket No. 264] (the “Extension Order”).

I. Key Employee Incentive Program

On August 31, 2020, the Debtors filed the Debtors’ Motion for Entry of an Order (A) Authorizing and Approving the Debtors’ Key Employee Incentive Plan and (B) Granting Related Relief (the “KEIP Motion”) [Docket No. 276], seeking approving of the Debtors’ Key Employee Incentive Plan (“KEIP”). Following negotiations with the Committee and secured creditor The Carlyle Group, the Debtors negotiated a revised KEIP order. At a hearing held on September 23, 2020, Debtors’ sought approval of the revised KEIP. On September 29, 2020, the Bankruptcy Court entered an order [Docket No. 276] approving the KEIP over the U.S. Trustee’s objection.

J. Wilmington Trust Litigation

At the Debtors’ first day hearing, Wilmington Trust, N.A. (“Wilmington Trust”) as the Trustee-in-Trust for Holders of Hudson’s Bay Simon JV Trust 2015- HBS, Commercial Mortgage Pass-Through Certificates, Series 2015-HBS (the “CMBS Trust”), asserted that the Debtors should be liable to pay rent directly to the CMBS Trust for 24 of the Debtors’ 38 stores (the “Financed Stores”) whose underlying fee interests are subject to security interests held by the CMBS Trust. The CMBS Trust has taken the position that it is entitled to receive directly from the Debtors rent and other operating costs owed to the Landlords. The Debtors disputed these allegations as did the Debtors’ actual landlord for the Financed Stores—a joint venture between HBC and the Simon Property Group (“HBS”). On September 4, 2020, Wilmington Trust moved to establish standing to compel payment of rent and to assert related rights [Docket No. 299]. After extensive briefing and oral arguments, on October 30, 2020, the Bankruptcy Court issued an order [Docket No. 497] and Memorandum Opinion [Docket No. 496], denying Wilmington Trust’s motion. On November 13, 2020, Wilmington Trust filed an appeal of the order and opinion [Docket No. 543].

K. Investigation of Estate Causes of Action by the Debtors.

1. Appointment of Restructuring Committee.

Prior to the Petition Date, in connection with their restructuring efforts, the Board of Directors (the “Board”) of Le Tote, acting on behalf of itself and the other Debtor entities, established a special committee (the “Restructuring Committee”) of independent directors to explore, review, evaluate and negotiate strategic restructuring alternatives and, as approved and directed by the Board, implement those strategic restructuring alternatives. To that end, on April 16, 2020, the Debtors established the Restructuring Committee and appointed two independent directors, Pamela B. Corrie and Matthew R. Kahn, to serve on the Restructuring Committee. In addition to their regular role as Board members, the Restructuring Committee conducted an independent investigation (the “Investigation”) into certain potential claims and causes of action held by the Debtors’ Estates. The Investigation focused on weighing the merits of any claims against insiders or third parties, including those arising in connection with the Acquisition. To that end, the Restructuring Committee retained Katten Muchin Rosenman LLP (“Katten”) as independent counsel, and BRG served as financial advisors to the Restructuring Committee. Beginning in April 2020, the Restructuring Committee met regularly with the Debtors and their advisors to evaluate the merits of potential claims and proposed transactions.

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2. Summary of the Investigation.

In the course of conducting the Investigation, Katten, on behalf of the Restructuring Committee, collected and reviewed documents and information from (among other sources) the Debtors, the Debtors’ advisors, and HBC. Katten reviewed tens of thousands of pages of documents and conducted interviews of six members of the Debtors’ management team. While the Committee conducted its own independent investigation, in order to minimize cost and avoid duplication of effort, Katten and BRG also collaborated with the Committee’s advisors, sought and obtained input from the Committee’s advisors concerning potential claims and matters of concern relating to the Investigation, and diligently pursued avenues of inquiry suggested by the Committee’s advisors.

Katten, with the assistance of BRG, researched and analyzed the merits of potential claims held by the Debtors’ Estates against HBC and certain other third parties. In September 2020, Katten provided to the Restructuring Committee a comprehensive presentation regarding its preliminary findings and conclusions with respect to the Investigation, and thereafter has provided the Restructuring Committee with certain supplemental presentations and analyses.

3. Claims Investigated.

In the Investigation, Katten analyzed potential claims and causes of action held by the Debtors’ Estates relating to, among other things, the Acquisition and the Debtors’ business relationship with the HBC Parties. For example, the Investigation analyzed potential claims and causes of action held by the Debtors’ Estates against the HBC Parties, such as:

(i) Constructive Fraudulent Transfer. Whether the entire Acquisition could be avoided as a constructive fraudulent transfer. The Investigation concluded that a constructive fraudulent transfer claim with respect to the Acquisition is not colorable because, among other reasons, the Debtors could not credibly contend that Le Tote or its subsidiaries received less than reasonably equivalent value in the Acquisition.

(ii) Preference. Whether Le Tote’s prepayment of an inventory note (the “Inventory Note”) on December 26, 2019, which resulted in Le Tote transferring approximately $26.6 million to the HBC Parties, could be avoided as an insider preference. The Investigation concluded that Le Tote has a colorable claim to avoid the December 26, 2019 transfer as a preference under section 547 of the Bankruptcy Code, although the HBC Parties assert that they have affirmative defenses that could reduce or eliminate their exposure.

(iii) Debt Recharacterization. Whether the Seller Note and the Inventory Note could be recharacterized from debt instruments into equity interests in the Debtors. The Investigation concluded that the Debtors have a colorable claim to recharacterize the Seller Note as an equity interest, as certain elements of the Seller Note are, under applicable legal standards, indicative of an equity investment rather than debt. The Investigation concluded, however, that a claim to recharacterize the Inventory Note as an equity interest is not colorable, as that instrument does not contain terms that are indicative of an equity investment.

(iv) Equitable Subordination. Whether the HBC Parties’ conduct in business dealings with the Debtors, prior to and following the Acquisition, gave rise to a colorable claim to equitably subordinate the HBC Parties’ claims against the Debtors’ estates pursuant to section 510(c) of the Bankruptcy Code. Because HBC Propco was, after the Acquisition and at the time of review in the Investigation a statutory insider of the Debtors, its conduct as to the Debtors would be subject to rigorous scrutiny. After scrutinizing several aspects of the HBC Parties’ business dealings with the Debtors, the Investigation concluded that there is evidence that HBC Propco engaged in some conduct that may have harmed the Debtors’ other creditors; however, it is unlikely that such conduct rises to the level that would warrant the drastic remedy of equitable subordination.

(v) Breach of Asset Purchase Agreement. Whether the HBC Parties’ failure to pay rent for the Lord & Taylor physical locations gave rise to a breach of contract or indemnification claim. The Investigation concluded that Le Tote has a colorable claim against the HBC Parties for breach of contract or indemnification to the extent Le Tote suffers any losses related to the HBC Parties’ failure to pay rent as required by the APA, which may include legal

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fees incurred by Le Tote and any third-party claims asserted against Le Tote. However, to date, the Debtors have not been held liable for any missed rent payments (and never will if the HBC Settlement is consummated).

(vi) Breach of Transition Services Agreement. Whether the HBC Parties’ performance under the Transition Services Agreement gave rise to a breach of contract claim. The Investigation concluded that Le Tote has colorable claims that the HBC Parties breached the Transition Services Agreement by (a) charging Le Tote for certain services in excess of contracted amounts or actual cost, and (b) failing to provide certain services to Le Tote in a manner consistent with the standard of care that the HBC Parties covenanted to observe as specified in the Transition Services Agreement.

The Investigation also considered potential causes of action that the Debtors’ Estates may have against parties other than the HBC Parties arising out of the Acquisition and related transactions. Specifically, the Investigation analyzed, among other claims: (i) potential breach of fiduciary duty claims against Le Tote’s directors and officers; and (ii) potential avoidance actions against certain equity owners of the Debtors relating to cash payments made to those entities at the closing of the Acquisition. The Investigation concluded that these claims are not colorable or otherwise are not likely to produce material benefits for the Debtors’ Estates that would outweigh the expense of litigation.

The description of potential claims and causes and action examined as part of the Investigation is not exhaustive and the Restructuring Committee examined additional claims and causes and action against the HBC Parties and certain other parties. The HBC Parties have asserted numerous defenses to the potential claims against the HBC Parties subject to the Investigation. The Restructuring Committee accounted for these defenses when evaluating whether to recommend approval of the HBC Settlement.

4. Cost and Delay of Litigation.

The Restructuring Committee’s Investigation also considered the costs of litigating the Debtors’ causes of action to judgment, the potential delays associated with monetizing such litigation, the impact of litigation on the Debtors’ operations, management, and employees, including the distraction to management caused by managing litigation rather than focusing on the business operations of the Debtors, the impact of the litigation on the Company’s restructuring, as well as the defendants’ financial wherewithal to fund and engage in protracted litigation. As discussed above, any such litigation would involve arguments on both sides of the issues, and the Restructuring Committee expected that any such litigation would require extensive document discovery, fact and expert witness testimony, fact development, motion practice, and likely a trial. In addition, commencing litigation against the HBC Parties would likely have resulted in negative impacts to the Debtors’ business relationship with the HBC Parties and could have impaired the Debtors’ ability to receive critical services from the HBC Parties under the Transition Services Agreement after the contractual obligation to provide such services at pre-Omnibus Agreement pricing expired on December 31, 2020, which would put the Debtors’ ability to conduct their store closing sales at risk. Affiliates of the HBC Parties are also the Debtors’ landlords in 32 of the Debtors’ 38 Lord & Taylor locations. Accordingly, litigation against the HBC Parties would likely also have negative impact on the store closing sales to the detriment of all stakeholders. Certain of the HBC Parties have also provided an indemnity to the Debtors for many liabilities under the APA, and litigation against the HBC Parties may impair the Debtors’ ability to assume the APA and preserve these valuable indemnification rights, thereby exposing the Debtors’ Estates to additional liability. Finally, as certain of the HBC Parties are secured creditors of the Debtors, commencing litigation against the HBC Parties would jeopardize the Debtors’ ability to use cash collateral and would likely require additional litigation regarding the non-consensual use of cash collateral.

L. Settlement and Plan Negotiations.

As discussed above, the goal of the Restructuring Committee’s Investigation was to assess, and where applicable, maximize the value of potential litigation assets, either through pursuit of such claims or unlocking value through settlement. During the Reservation of Rights Period, the Debtors engaged in simultaneous negotiations with both the HBC Parties and the Committee, seeking to establish a plan framework that would resolve the causes of action examined pursuant to the Investigation, and avoid the need for costly (and inherently uncertain) litigation with the HBC Parties. To that end, on October 22, 2020, after consulting with the Committee and the Restructuring Committee, the Debtors distributed a proposed settlement term sheet setting forth the framework of a potential global

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plan settlement. The Debtors and the HBC Parties then traded numerous settlement proposals over the following several weeks in an attempt to reach an agreement on a consensual chapter 11 plan. During this time frame, the Debtors also encouraged the Committee to submit their own settlement proposal within the confines of the latest bid- ask between the Debtors and the HBC Parties in an effort to broker a global agreement. The Committee ultimately submitted a proposal that the HBC Parties found unacceptable.

The Debtors then continued negotiations with the HBC Parties and, following several additional rounds of hard-fought negotiations, reached an agreement in principle on the terms of the Initial HBC Settlement on December 10, 2020. Following the recommendation of the Restructuring Committee, the Debtors’ Board of directors voted to approve the terms of the Initial HBC Settlement and the Plan on the same day.

M. The HBC Settlement.

The Plan incorporates and implements the HBC Settlement, a compromise and settlement of numerous issues and disputes between and among the Debtors and the HBC Parties, as set forth in the Term Sheet approved by the 9019 Order.

N. The Committee’s Standing Motion, & the Debtors’ 9019 Motion

On December 17, 2020, the Committee filed a motion seeking standing to pursue certain estate claims related to the Acquisition and attacking the Initial HBC Settlement as inadequate [Docket No. 694] (the “Standing Motion”). While many of the details of the Standing Motion were included in the proposed complaint filed under seal, the claims described therein can generally be divided into six categories: (1) constructive fraudulent transfer claims based on the Acquisition; (2) recharacterization and avoidance action with respect to the prepayment of the Inventory Note; (3) recharacterization and equitable subordination with respect to the validity and priority of the Seller Note; (4) claims with respect to breaches of the Transition Services Agreement; (5) an avoidance action with respect to setoffs under the Omnibus Agreement; and (6) lien avoidance actions relating to alleged perfection issues impacting the extent and validity of the HBC Prepetition Liens and HBC Prepetition Collateral (each as defined in the Cash Collateral Order). The Committee believes these claims are colorable and could result in a significant recovery for the Debtors’ Estates. The Standing Motion also constitutes the commencement of a “Challenge” as defined in the Cash Collateral Order, pursuant to which the Committee is challenging the liens and claims of the HBC Secured Parties.

On January 11, 2021, the Debtors filed the 9019 Motion. As set forth in the 9019 Motion, the Debtors believe that the HBC Settlement will pave the way towards confirmation of a chapter 11 plan that fully pays all administrative and priority claims, and, crucially, will provide a significant distribution to general unsecured creditors—a notably successful outcome in a liquidating retail bankruptcy case. On January 26, 2021, the Committee filed an objection to the 9019 Motion [Docket No. 844] (the “9019 Objection”).

In connection with the Standing Motion and the 9019 Motion, the Debtors, the Committee, and HBC agreed to participate in judicial mediation with respect to all matters and outstanding disputes related to foregoing. On January 8, 2020, the Bankruptcy Court entered an order appointing the Honorable Frank J. Santoro as judicial mediator. During the course of the mediation, the parties reached the terms of a global settlement On January 26, 2021, the parties reached a settlement, attached hereto as Exhibit D and incorporated herein by reference. On February 1, 2021, the Committee withdrew the 9019 Objection and the Standing Motion, and supports implementation of the HBC Settlement through the Plan.

On [●], 2021, the court entered an order approving the 9019 Motion [Docket No. [●]] (the “9019 Order”).

O. Litigation Matters

In the ordinary course of business, the Debtors are parties to certain lawsuits, legal proceedings, collection proceedings, and claims arising out of their business operations. The Debtors cannot predict with certainty the outcome of these lawsuits, legal proceedings, and claims. With certain exceptions, the filing of the Chapter 11 Cases operates as a stay with respect to the commencement or continuation of litigation against the Debtors that was or could have been commenced before the commencement of the Chapter 11 Cases. In addition, the Debtors’ liability with

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respect to litigation stayed by the commencement of the Chapter 11 Cases generally is subject to discharge, settlement, and release upon confirmation of a plan under chapter 11, with certain exceptions. Therefore, certain litigation Claims against the Debtors may be subject to discharge in connection with the Chapter 11 Cases.

P. Other Procedural and Administrative Motions

The Debtors also filed several other motions subsequent to the Petition Date to further facilitate the smooth and efficient administration of the Chapter 11 Cases and reduce the administrative burdens associated therewith, including:

• Ordinary Course Professionals Motion. On August 24, 2020, the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing the Debtors to Retain and Compensate Professionals Utilized in the Ordinary Course of Business [Docket No. 190] (the “OCP Motion”). The OCP Motion sought to establish procedures for the retention and compensation of certain professionals utilized by the Debtors in the ordinary course operation of their businesses. On September 21, 2020, the Bankruptcy Court entered an order granting the OCP Motion [Docket No. 363].

• Retention Applications. To assist the Debtors in carrying out their duties as debtors-in-possession and to otherwise represent the Debtors’ interests in these chapter 11 cases, the Debtors filed applications requesting that the Bankruptcy Court authorize the Debtors to retain and employ the following advisors pursuant to sections 327 and 328 of the Bankruptcy Code: (a) Kirkland & Ellis LLP as counsel to the Debtors; (b) Kutak Rock LLP as co-counsel to the Debtors; (c) Nfluence as investment banker to the Debtors; (d) BRG as restructuring advisor to the Debtors (e) Deloitte Tax LLP as tax advisor to the Debtors; and (f) Katten as independent counsel to the Restructuring Committee.

• Establishment of the Bar Date. On August 27, 2020, the Bankruptcy Court entered an order setting the General Claims Bar Date at September 28, 2020, at 5:00 p.m., prevailing Eastern Time, as well as the Governmental Bars Date at January 29, 2020. [Docket No 256]. Further, all entities asserting claims arising from the rejection of executory contracts and unexpired leases of the Debtors shall file a Proof of Claim on account of such rejection by the later of (i) the General Claims Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m., prevailing Eastern time, on the date that is thirty (30) days following entry of an order approving the rejection of any executory contract or unexpired lease of the Debtors (the “Rejection Damages Bar Date”).

• Establishment of an Administrative Claims Bar Date. On November 24, 2020, the Bankruptcy Court entered an order setting the Administrative Claims Bar Date, for any administrative claim arising on or prior to December 4, 2020, at January 4, 20201, at 4:00 p.m., prevailing Eastern Time [Docket No. 600].

• Claims Administration. On November 24, 2020, the Bankruptcy Court entered orders approving procedures for filing omnibus objections to claims [Docket No. 598] and settlement of de minimis claims [Dockete No. 599].

• Exclusivity Extension. On December 2, 2020, the Bankruptcy Court entered an order extending the Debtors’ exclusive period to file a chapter 11 plan and solicit acceptances of a chapter 11 plan for each Debtor through and including March 30, 2021 and including May 29, 2020, respectively.

• Lease Dispositions. On December 11, 2020, the Debtors filed two notices to assume and assign the Master Lease, dated July 22, 2015, related to 24 store locations and the Master Lease, dated July 22, 2015, related to 4 store locations to LT Propco LLC or such other entity as it may designate. The assumption and assignment of these two leases will not require the Debtors to pay any cure costs in cash. On December 11, 2020, the Debtors also filed a rejection notice related to the Amended and Restated Lease, dated November 6, 2019, relating to 4 store locations and three additional leases.

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ARTICLE VII. SUMMARY OF THE PLAN

This section provides a summary of the structure and means for implementation of the Plan and the classification and treatment of Claims and Interests under the Plan, and is qualified in its entirety by reference to the Plan (as well as the exhibits thereto and definitions therein).

The statements contained in this Disclosure Statement include summaries of the provisions contained in the Plan and in the documents referred to therein. The statements contained in this Disclosure Statement do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred to therein, and reference is made to the Plan and to such documents for the full and complete statement of such terms and provisions of the Plan or documents referred to therein.

The Plan controls the actual treatment of Claims against, and Interests in, the Debtors under the Plan and will, upon the occurrence of the Effective Date, be binding upon all Holders of Claims against and Interests in the Debtors, the Debtors’ Estates, the Reorganized Debtors, all parties receiving property under the Plan, and other parties in interest. In the event of any conflict between this Disclosure Statement and the Plan or any other operative document, the terms of the Plan and/or such other operative document shall control.

A. Classification and Treatment of Claims and Interests.

1. Classification of Claims and Interests.

The Plan constitutes a separate chapter 11 plan for each Debtor. Except for the Claims addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth in Article III of the Plan for all purposes, including voting, Confirmation, and distributions pursuant to the Plan and in accordance with section 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or an Interest is classified in a particular Class only to the extent that such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of such Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions under the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

2. Confirmation Pursuant to 1129(a)(10) and 1129(b) of the Bankruptcy Code.

Section 1129(a)(10) of the Bankruptcy Code is satisfied for purposes of Confirmation by acceptance of the Plan by at least one Impaired Class of Claims or Interests. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

B. Means for Implementation of the Plan.

1. General Settlement of Claims.

Except as otherwise expressly provided in the Plan, pursuant to section 1123 of the Bankruptcy Code, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, or otherwise resolved pursuant to the Plan. The Plan shall be deemed a motion, proposed by the Debtors, to approve the good-faith compromise and settlement of all such Claims, Interests, Causes of Action, and controversies, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable,

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reasonable, and in the best interests of the Debtors and their Estates. Distributions made to Holders of Allowed Claims in any Class are intended to be final.

2. The HBC Settlement.

The HBC Settlement was approved pursuant to the 9019 Order. The Plan incorporates and implements the HBC Settlement, a compromise and settlement of numerous issues and disputes between and among the Debtors and the HBC Parties designed to achieve a reasonable and effective resolution of the Chapter 11 Cases. Except as otherwise expressly set forth herein, the HBC Settlement constitutes a settlement of all potential issues and Claims between and among the Debtors and the HBC Parties.

3. Cancellation of Securities and Agreements.

On the Effective Date, except as otherwise specifically provided for in the Plan: (i) the obligations of any Debtor under the Credit Agreement Documents and any certificate, share, note, bond, indenture, purchase right, or other instrument or document, directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest, equity, or portfolio interest in the Debtors or any warrants, options, or other securities exercisable or exchangeable for, or convertible into, debt, equity, ownership, or profits interests in the Debtors giving rise to any Claim or Interest shall be canceled and deemed surrendered as to the Debtors and shall not have any continuing obligations thereunder; and (ii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificates or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indenture, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligation of or ownership interest in the Debtors that are specifically Reinstated pursuant to the Plan) shall be fully released, settled, and compromised. Notwithstanding the foregoing, (i) no executory contract or unexpired lease that (x) has been, or will be, assumed pursuant to Section 365 of the Bankruptcy Code or (y) relating to a Claim that was paid in full prior to the Effective Date, shall be terminated or cancelled on the Effective Date, (ii) the Seller Note shall continue in effect solely for the purpose of allowing the HBC Parties to receive the distributions provided for under the Plan, and (iii) the Le Tote APA shall continue in effect solely for the purpose of the continuing indemnification obligations as set forth in Article V.E of the Plan.

4. Exemption from Certain Taxes and Fees.

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to the Plan or the issuance, transfer or exchange of any security under the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, sale or use tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation fee, or governmental assessment.

5. Sources of Plan Consideration and Priority Waterfall.

Distributions to holders of Allowed General Unsecured Claims and the Seller Note Claim will be funded from Distributable Cash. All Distributable Cash, other than any Urban Proceeds, shall be allocated as follows: (i) first, to holders of the Seller Note Secured Claim, until the such holders receive $8 million on account of the Seller Note Secured Claim; (ii) second, to holders of Allowed General Unsecured Claims, until such holders have received $3 million on account of such claims; (iii) third, split 50/50 between holders of the Seller Note Secured Claims and the holders of Allowed General Unsecured Claims until the Seller Note Secured Claim is paid in full; and (iv) fourth, to the holders of Allowed General Unsecured Claims.

The Urban Proceeds shall be allocated as follows: (i) first to holders of Allowed General Unsecured Claims until such holders have received $1 million on account of the Allowed General Unsecured Claims; (ii) second, split 75% to holders of Allowed General Unsecured Claims and 25% to holders of the Seller Note Secured Claim until the

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Seller Note Claim is paid in full; and (iii) third, to holders of Allowed General Unsecured Claims (together with the immediately preceding paragraph, the “Waterfall Recovery”).

Distributions on account of the Seller Note Secured Claim shall only be made from amounts allocated to the Seller Note Secured Claim pursuant to the Waterfall Recovery and not from amounts allocated to the holders of Allowed General Unsecured Claims therein.

In addition, all Residual Reserves shall become Distributable Cash and shall be distributed in accordance with the Waterfall Recovery.

Notwithstanding anything to the contrary in the Plan, on the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan on or prior to the Effective Date shall vest in the Post-Effective Date Debtors and shall be subject to administration by the Plan Administrator, and the net proceeds thereof shall be Distributable Cash.

6. Restructuring Transactions.

Before, on, and after the Effective Date, the Debtors or Post-Effective Date Debtors, as applicable, shall take all actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including: (i) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (iv) such other transactions that are required to effectuate the Restructuring Transactions; and (v) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

7. Corporate Action.

Upon the Effective Date, all actions contemplated under the Plan, regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized and approved in all respects, including all actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Post-Effective Date Debtors, and any corporate action required by the Debtors or the Post- Effective Date Debtors in connection with the Plan or corporate structure of the Debtors or Post-Effective Date Debtors, shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Post-Effective Date Debtors. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Post-Effective Date Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Post-Effective Date Debtors. The authorizations and approvals contemplated by Article IV.G shall be effective notwithstanding any requirements under non bankruptcy law.

8. Post-Effective Date Debtors.

On and after the Effective Date, the Post-Effective Date Debtors shall continue in existence for purposes of (i) winding down the Debtors’ business and affairs as expeditiously as reasonably possible including overseeing the Store Closing Sales in accordance with the Consultant Agreement as authorized by the Bankruptcy Court, in accordance with the Wind-Down Budget, (ii) resolving Disputed Claims, (iii) making distributions on account of Allowed Claims as provided hereunder, (iv) establishing and funding the Distribution Reserve Accounts in accordance with the Wind-Down Budget, (v) enforcing and prosecuting claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in an efficacious manner and only to the extent the benefits

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of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (vi) filing appropriate tax returns, (vii) complying with any continuing obligations under the Asset Purchase Agreement and (viii) administering the Plan in an efficacious manner. The Post-Effective Date Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (x) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court, and (y) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in each such matter.

9. Plan Administrator.

The Plan Administrator shall act for the Post-Effective Date Debtors in the same fiduciary capacity as applicable to a board of managers, directors, and officers, subject to the provisions hereof (and all certificates of formation, membership agreements, and related documents are deemed amended by the Plan to permit and authorize the same). On the Effective Date, the authority, power, and incumbency of the persons acting as managers, directors, or sale director of the Post-Effective Date Debtors shall be deemed to have resigned, solely in their capacities as such, and the Plan Administrator shall be appointed as the sole manager, sole director, and sole officer of the Post-Effective Date Debtors, and shall succeed to the powers of the Post-Effective Date Debtors’ managers, directors, and officers. From and after the Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Post-Effective Date Debtors. The foregoing shall not limit the authority of the Post-Effective Date Debtors or the Plan Administrator, as applicable, to continue the employment any former manager or officer. The Debtors, after the Confirmation Date, and the Post-Effective Date Debtors or Plan Administrator, after the Effective Date, shall be permitted to make payments to employees pursuant to employment programs then in effect, and to implement additional employee programs and make payments thereunder, without any further notice to or action, order, or approval of the Bankruptcy Court.

The powers of the Plan Administrator shall, subject to the powers and authority of the Plan Administrator Oversight Board, include any and all powers and authority to implement the Plan and to administer and distribute the Distribution Reserve Accounts and wind down the business and affairs of the Debtors and Post-Effective Date Debtors, including: (i) liquidating, receiving, holding, investing, supervising, and protecting the assets of the Post-Effective Date Debtors in accordance with the Wind-Down Reserve; (ii) taking all steps to execute all instruments and documents necessary to effectuate the distributions to be made under the Plan from the Distribution Reserve Accounts in accordance with the Wind-Down Budget; (iii) making distributions from the Distribution Reserve Accounts as contemplated under the Plan; (iv) establishing and maintaining bank accounts in the name of the Post-Effective Date Debtors; (v) subject to the terms set forth herein, employing, retaining, terminating, or replacing professionals to represent it with respect to its responsibilities or otherwise effectuating the Plan to the extent necessary; (vi) paying all reasonable fees, expenses, debts, charges, and liabilities of the Post-Effective Date Debtors; provided, however, that with respect to the Urban Outfitters Litigation, the member of the Plan Administrator Oversight Board appointed by the Committee shall have the exclusive right to direct the Plan Administrator with respect to enforcement, prosecution, and all other matters pertaining to the management and disposition of the Urban Outfitters Litigation, except for expenditures of the Post-Effective Date Debtors, which shall remain within the purview of the entire Plan Administrator Oversight Board; (vii) except as otherwise provided for herein, enforcing and prosecuting claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in accordance with Article IV.O of the Plan; (viii) administering and paying taxes of the Post-Effective Date Debtors, including filing tax returns; (ix) representing the interests of the Post-Effective Date Debtors or the Estates before any taxing authority in all matters, including any action, suit, proceeding, or audit; and (x) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy Court or pursuant to the Plan, or as it reasonably deems to be necessary and proper to carry out the provisions of the Plan in accordance with the Wind-Down Reserve.

(a) Plan Administrator Oversight Board

On the Effective Date, the Plan Administrator Oversight Board shall be appointed. The Plan Administrator Oversight Board shall consist of two members appointed by the HBC Parties and one member appointed by the Committee. The members of the Plan Administrator Oversight Board shall not receive any additional compensation on account of serving in such capacity.

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(b) Retention of Professionals.

The Plan Administrator shall have the right, subject to the Wind-Down Budget, to retain the services of attorneys, accountants, and other professionals that, in the discretion of the Plan Administrator, are necessary to assist the Plan Administrator in the performance of his or her duties for the Post-Effective Date Debtors. The reasonable fees and expenses of such professionals shall be paid from the Wind-Down Reserve upon the monthly submission of statements to the Plan Administrator to the extent set forth in the Wind-Down Budget. The payment of the reasonable fees and expenses of the Post-Effective Date Debtors’ retained professionals shall be made in the ordinary course of business from the Wind-Down Reserve and shall not be subject to the approval of the Bankruptcy Court.

(c) Compensation of the Plan Administrator.

The Plan Administrator’s Compensation, on a post-Effective Date basis, shall be as described in the Plan Supplement and paid out of the Wind-Down Reserve. Except as otherwise ordered by the Bankruptcy Court, the fees and expenses incurred by the Plan Administrator on or after the Effective Date (including taxes) and any reasonable compensation and expenses reimbursement Claims (including attorney fees and expenses) made by the Plan Administrator in connection with such Plan Administrator’s duties shall be paid without any further notice to, or action, order, or approval of, the Bankruptcy Court in Cash from the Wind-Down Reserve if such amounts relate to any actions taken hereunder.

(d) Plan Administrator Expenses.

All costs, expenses, and obligations incurred by the Plan Administrator in administering the Plan, the Post- Effective Date Debtors, or in any manner connected, incidental or related thereto, in effecting distributions from the Post-Effective Date Debtors thereunder (including the reimbursement of reasonable expenses) shall be incurred and paid in accordance with the Wind-Down Budget. Such costs, expenses and obligations shall be paid from the Wind-Down Reserve.

The Debtors and the Plan Administrator, as applicable, shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. However, in the event that the Plan Administrator is so ordered after the Effective Date, all costs and expenses of procuring any such bond or surety shall be paid for with Cash from the Wind-Down Reserve.

(e) Exculpation, Indemnification, Insurance & Liability Information.

The Plan Administrator and all professionals retained by the Plan Administrator, each in their capacities as such, shall be deemed exculpated and indemnified, except for fraud, willful misconduct, or gross negligence, in all respects by the Post-Effective Date Debtors. The Plan Administrator may obtain, at the expenses of the Post-Effective Date Debtors and with funds from the Wind-Down Reserve, commercially reasonable liability or other appropriate insurance with respect to the indemnification obligations of the Post-Effective Date Debtors. The Plan Administrator may rely upon written information previously generated by the Debtors.

For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Plan Administrator in its capacity as such, shall have no liability whatsoever to any party for the liabilities and/or obligations, however created, whether direct or indirect, in tort, contract, or otherwise, of the Debtors.

(f) Tax Returns.

After the Effective Date, the Plan Administrator shall complete and file all final or otherwise required federal, state, and local tax returns for each of the Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expedited determination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws.

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(g) Dissolution of the Post-Effective Date Debtors.

Upon a certification to be Filed with the Bankruptcy Court by the Plan Administrator of all distributions having been made and completion of all its duties under the Plan and entry of a final decree closing the last of the Chapter 11 Cases, the Post-Effective Date Debtors shall be deemed to be dissolved without any further action by the Post-Effective Date Debtors, including the filing of any documents with the secretary of state for the state in which each Post-Effective Date Debtor is formed or in any other jurisdiction. The Plan Administrator, however, shall have authority to take all necessary actions to dissolve the Post-Effective Date Debtors in and withdraw the Post-Effective Date Debtors from applicable state(s).

10. Wind-Down.

On and after the Effective Date, the Plan Administrator will be authorized, subject to the authority of the Plan Administrator Oversight Board, to implement the Plan and any applicable orders of the Bankruptcy Court, and the Plan Administrator shall have the power and authority to take any action necessary to wind down and dissolve the Debtors’ Estates.

As soon as practicable after the Effective Date, the Plan Administrator, subject to the authority of the Plan Administrator Oversight Board shall: (i) cause the Debtors and the Post-Effective Date Debtors, as applicable, to comply with, and abide by, the terms of the Asset Purchase Agreements and any other documents contemplated thereby; (ii) to the extent applicable, file a certificate of dissolution or equivalent document, together with all other necessary corporate and company documents, to effect the dissolution of the Debtors under the applicable laws of their state of incorporation or formation (as applicable); and (iii) take such other actions as the Plan Administrator may determine to be necessary or desirable to carry out the purposes of the Plan. Any certificate of dissolution or equivalent document may be executed by the Plan Administrator without need for any action or approval by the shareholders or board of directors or managers of any Debtor. From and after the Effective Date, except with respect to Post-Effective Date Debtors as set forth herein, the Debtors (x) for all purposes shall be deemed to have withdrawn their business operations from any state in which the Debtors were previously conducting, or are registered or licensed to conduct, their business operations, and shall not be required to file any document, pay any sum, or take any other action in order to effectuate such withdrawal, (y) shall be deemed to have cancelled pursuant to the Plan all Interests, and (z) shall not be liable in any manner to any taxing authority for franchise, business, license, or similar taxes accruing on or after the Effective Date. For the avoidance of doubt, notwithstanding the Debtors’ dissolution, the Debtors shall be deemed to remain intact solely with respect to the preparation, filing, review and resolution of applications for Professional Fee Claims.

The filing of the final monthly report (for the month in which the Effective Date occurs) and all subsequent quarterly reports shall be the responsibility of the Plan Administrator.

11. Continued HBC Support.

(a) Transition Services Agreement.

Notwithstanding anything to the contrary in the Plan, the Transition Services Agreement shall be deemed terminated as of February 28, 2021; provided that if for any reason one or more of the Debtors’ stores remains open following February 28, 2021, a charge of $513,017 for March 2021 (and any subsequent months for which such stores remain open) would apply. If no stores remain open following February 28, 2021, but the Debtors determine that other transition services are required after such date, the Debtors and the HBC Parties shall negotiate in good faith the cost of such service.

(b) HBC Operational Support

To the extent not already completed prior to the Effective Date, the HBC Parties shall ship Lord & Taylor-owned inventory located at the HBC Parties’ Pottsville facility to brick and mortar Lord & Taylor stores, as the Debtors may reasonably request and at the Debtors’ cost (a) at a cost per unit of $0.35 and (b) with shipping supplies and transportation costs passed through to Lord & Taylor at cost.

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(c) Containers.

The Containers shall be deemed property of the HBC Parties, and title to such Containers, if in the name of any Debtor, shall be transferred to the HBC Parties at the HBC Parties’ sole cost. The Debtors shall provide such cooperation as may reasonably be required to implement such title transfers, including a limited power of attorney authorizing the HBC Parties to effect such title transfers.

(d) Further Assurances.

The Debtors shall use commercially reasonably efforts to transfer certain utility accounts for non-Debtor locations to the HBC Parties identified on Annex A to the Settlement Term Sheet, and assist the HBC Parties as required with respect to the in the assumption and assignment and/or rejection of certain contracts pursuant to the HBC Settlement, in each case at the HBC Parties’ sole cost and expense.

12. Wind-Down Support.

In order to assist with the Wind Down, the HBC Parties will deliver the following information to Le Tote in exchange for an incremental payment of $115,000: (a) trial balance as of January 2, 2021, including reconciliations by account; (b) accounts payable aging as of January 2, 2021; (c) the latest “Vendor Master” file; and (d) historical data from November 9, 2020 for (i) AP invoice detail, (ii) vendor payment/cash receipts detail, (iii) inventory receipts/proofs of delivery, and (iv) vendor allowance detail, to the extent such data is available.

The HBC Parties shall make commercially reasonable efforts to cooperate with requests, if any, from taxing authorities exercising audit rights with respect to historical Lord & Taylor audits at a reasonable rate based on hours incurred to procure and provide requested data during the Wind Down.

13. Dissolution and Board of Directors.

As of the Effective Date, the existing board of directors or managers, as applicable, of the Debtors shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, or members, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, or managers, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases.

Following the Effective Date, the Independent Directors of the Debtors, shall retain authority solely with respect to matters related to Professional Fee Claim requests by Professionals acting at their direction in accordance with the terms of the Plan. The foregoing persons in their capacity as independent directors shall not have any of their privileged and confidential documents, communications or information transferred (or deemed transferred) to the Post- Effective Date Debtors, the Plan Administrator, or the Plan Administrator Oversight Board.

14. Management Payments.

Upon the Effective Date, the members of the Debtors’ management team who are “KEIP Participants” as defined in the KEIP Order shall receive payments in the same proportion and amount as set forth in the “Plan Goals” of the KEIP Order.

15. Effectuating Documents; Further Transactions.

Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the Post-Effective Date Debtors, the Plan Administrator, and the officers and members thereof are, authorized to and may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Plan such contracts, securities,

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instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan.

16. Preservation of Causes of Action.

In accordance with section 1123(b) of the Bankruptcy Code, but subject in all respects to Article IV.O and Article VIII of the Plan, the Post-Effective Date Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action and notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan except for the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and the Post-Effective Date Debtors as of the Effective Date.

The Post-Effective Date Debtors, on and after the Effective Date, may enforce all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action (other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan and those that have been settled pursuant to either Bankruptcy Rule 9019 or Section 1123 of the Bankruptcy Code), whether arising before or after the Petition Date, and the Post-Effective Date Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Plan Administrator may, in its reasonable business judgment, subject to the authority of the Plan Administrator Oversight Board, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Plan Administrator deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Post-Effective Date Debtors or the Plan Administrator will not pursue any and all available Causes of Action. Unless any Cause of Action against an Entity is waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Post-Effective Date Debtors expressly reserve all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. The Post-Effective Date Debtors reserve and shall retain the foregoing Causes of Action notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. The Post-Effective Date Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to, or action, order, or approval of, the Bankruptcy Court.

17. Closing the Chapter 11 Cases.

Upon the occurrence of the Effective Date, the Plan Administrator shall be permitted to close all of the Chapter 11 Cases except for the Chapter 11 Case of Le Tote, and all contested matters relating to each of the Debtors, including objections to Claims, shall be administered and heard in the Chapter 11 Case of Le Tote.

When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the Plan Administrator shall seek authority from the Bankruptcy Court to close the Chapter 11 Case of Le Tote in accordance with the Bankruptcy Code and the Bankruptcy Rules.

C. Treatment of Executory Contracts and Unexpired Leases.

1. Assumption and Rejection of Executory Contracts and Unexpired Leases.

On the Effective Date, except as otherwise provided herein, each Executory Contract and Unexpired Lease not previously rejected, assumed, or assumed and assigned, including any employee benefit plans, severance plans, and other Executory Contracts under which employee obligations arise, shall be deemed automatically rejected

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pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (i) is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is listed on the Schedule of Assumed Executory Contracts and Unexpired Leases; (ii) is subject to a pending motion to assume such Unexpired Lease or Executory Contract as of the Effective Date; (iii) is to be assumed by the Debtors or assumed by the Debtors and assigned to another third party, as applicable, in connection with the any sale transaction; (iv) is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; or (v) is a D&O Policy.

Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions, assignments, and rejections, including the assumption of the Executory Contracts or Unexpired Leases as provided in the Plan Supplement, pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

2. Claims Based on Rejection of Executory Contracts or Unexpired Leases.

Proofs of Claims with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be Filed with the Bankruptcy Court within the latest to occur of: (i) 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; (ii) 30 days after the Debtors provide notice of surrender of possession to a landlord of a rejected lease where surrender occurs after entry of an order approving such rejection; and (iii) 30 days after notice of any rejection that occurs after the Effective Date. Any Holders of Claims arising from the rejection of an Executory Contract or Unexpired Lease for which Proofs of Claims were not timely Filed shall not (x) be treated as a creditor with respect to such Claim, (y) be permitted to vote to accept or reject the Plan on account of any Claim arising from such rejection, or (z) participate in any distribution in the Chapter 11 Cases on account of such Claim, and any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be automatically Disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, the Debtors’ Estates, the Post-Effective Date Debtors, or the property for any of the foregoing without the need for any objection by the Debtors, Post-Effective Date Debtors, or the Plan Administrator, as applicable, or further notice to, or action, order, or approval of, the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully compromised, settled, and released, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III of the Plan.

Notwithstanding anything to the contrary in the Plan, any Proof of Claim arising from the rejection of the Propco Lease shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity and Holders of such Claims may not receive any distributions on account of such Claims.

3. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.

Any monetary defaults under an Executory Contract or Unexpired Lease to be assumed, or assumed and assigned, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure Claim, as reflected on the Cure Notice or as otherwise agreed or determined by a Final Order of the Bankruptcy Court, in Cash on the Effective Date or as soon as reasonably practicable thereafter, subject to the limitations described below, or on such other terms as the parties to such Executory Contract or Unexpired Leases may otherwise agree. In the event of a dispute regarding: (i) the amount of any Cure Claim; (ii) the ability of the Post-Effective Date Debtors or any assignee, as applicable, to provide “adequate assurance of future performance” (with the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed or assumed and assigned; or (iii) any other matter pertaining to assumption or the assumption and assignment, the Cure Claims shall be made following the entry of a Final Order resolving the dispute and approving the assumption or the assumption and assignment. Notwithstanding the foregoing, nothing herein shall prevent the Post-Effective Date Debtors from settling any Cure Claim without further notice to or action, order, or approval of the Bankruptcy Court.

Unless otherwise provided by an order of the Bankruptcy Court, if any, at least seven days before the Voting Deadline, the Debtors shall distribute, or cause to be distributed, Cure Notices to the applicable third parties. Any objection by a counterparty to an Executory Contract or Unexpired Lease to the proposed assumption,

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assumption and assignment, or related Cure Claim must be Filed by the Cure/Assumption Objection Deadline. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption, assumption and assignment, or Cure Notice will be deemed to have assented to such assumption or assumption and assignment, and Cure Claim. To the extent that the Debtors seek to assume and assign an Executory Contract or Unexpired Lease pursuant to the Plan, the Debtors will identify the assignee in the applicable Cure Notice and/or Schedule and provide “adequate assurance of future performance” for such assignee (within the meaning of section 365 of the Bankruptcy Code) under the applicable Executory Contract or Unexpired Lease to be assumed and assigned.

Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and the payment of the Cure Claim, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors assume or assume and assign such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned shall be deemed Disallowed and expunged, without further notice to, or action, order, or approval of, the Bankruptcy Court.

4. D&O Policies.

The D&O Policies shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor effective as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, and nothing shall alter, modify, or amend, affect, or impair the terms and conditions of (or the coverage provided by) any of the D&O Policies including the coverage for defense and indemnity under any of the D&O Policies which shall remain available to all individuals within the definition of “Insured” in any of the D&O Policies.

5. Indemnification Obligations.

Subject to the occurrence of the Effective Date, the obligations of the Debtors as of the Effective Date to indemnify, defend, reimburse, or limit the liability of the current and former directors, managers, officers, employees, attorneys, other professionals and agents of the Debtors, and such current and former directors’, managers’, and officers’ respective Affiliates, respectively, against any Claims or Causes of Action under any indemnification provisions or applicable law, shall survive Confirmation, shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor, and will remain in effect after the Effective Date if such indemnification, defense, reimbursement, or limitation is owed in connection with an event occurring before the Effective Date; provided that, notwithstanding anything herein to the contrary, the Post-Effective Date Debtors’ obligation to fund such indemnification obligations shall be limited to the extent of coverage available under any insurance policy, including any D&O Policy.

Notwithstanding anything to the contrary in the Plan, the obligation of the HBC Parties to indemnify the Debtors pursuant to Section 9.02(a) of the Le Tote APA and the obligation of the Debtors to indemnify the HBC Parties pursuant to Section 9.02(b)(iii) of the Le Tote APA, as well as the relevant provisions of Section 9.01, 9.03, 9.04, and 9.05 of the Le Tote APA and any defined terms used therein shall survive Confirmation and Consummation and shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor.

6. Termination Agreements.

Notwithstanding anything to the Contrary in the Plan, the Termination Agreements shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor effective as of the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code.

7. Modifications, Amendments, Supplements, Restatements, or Other Agreements.

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any,

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including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith, absent a Final Order of the Bankruptcy Court to the contrary.

8. Reservation of Rights.

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the Plan, shall constitute an admission by the Debtors or any other Entity, as applicable, that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that either any Debtor or any other Entity, as applicable, has any liability thereunder. In the event of a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Plan Administrator, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease as otherwise provided in the Plan.

9. Nonoccurrence of Effective Date.

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

D. Provisions Governing Distributions.

1. Timing and Calculation of Amounts to be Distributed.

Unless otherwise provided in the Plan, on the Initial Distribution Date (or, if a Claim is not an Allowed Claim on the Effective Date, on the next Quarterly Distribution Date after such Claim becomes Allowed or as soon as reasonably practicable thereafter) or as soon as reasonably practicable thereafter, each Holder of an Allowed Claim against or Allowed Interest in, as applicable, the Debtors shall receive the full amount of the distributions that the Plan provides for Allowed Claims in the applicable Class from the Debtors or the Disbursing Agent on behalf of the Debtors, as applicable. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, in which case such payment shall be deemed to have occurred when due. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Notwithstanding anything to the contrary in the Plan, no Holder of an Allowed Claim shall, on account of such Allowed Claim, receive a distribution in excess of the Allowed amount of such Claim plus any interest accruing on such Claim that is actually payable in accordance with the Plan.

2. Rights and Powers of the Disbursing Agent.

(a) Powers of the Debtors and the Disbursing Agent.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions thereof.

The Debtors and the Disbursing Agent, as applicable, shall not be required to give any bond or surety or other security for the performance of their duties unless otherwise ordered by the Bankruptcy Court. However, in the event

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that the Disbursing Agent is so ordered after the Effective Date, all costs and expenses of procuring any such bond or surety shall be paid for with Cash by the Debtors.

(b) Fees of Disbursing Agent and Expenses Incurred On or After the Effective Date.

Except as otherwise ordered by the Bankruptcy Court, the reasonable and documented fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including attorney fees and expenses) made by the Disbursing Agent in connection with such person’s duties shall be paid without any further notice to or action, order, or approval of the Bankruptcy Court in Cash from the Wind-Down Amount.

3. Delivery of Distributions and Undeliverable or Unclaimed Distributions.

(a) Record Date for Distribution.

Except as provided in the Plan, on the Distribution Record Date, the Claims Register shall be closed and the Debtors and the Disbursing Agent, or any other party responsible for making distributions, shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date.

(b) Delivery of Distributions in General.

(i) Payments and Distributions on Disputed Claims.

Distributions made after the Effective Date to Holders of Disputed Claims that are not Allowed Claims or Disputed Interests that are not Allowed Interests, as applicable, as of the Effective Date but which later become Allowed Claims, or Allowed Interests, as applicable, shall, in the reasonable discretion of the Disbursing Agent, be deemed to have been made on the Effective Date unless the Disbursing Agent and the Holder of such Claim agree otherwise.

(ii) Special Rules for Distributions to Holders of Disputed Claims.

Notwithstanding any provision otherwise in the Plan and except as may be agreed to by, as applicable, the Debtors or the Disbursing Agent, as applicable, on the one hand, and the Holder of a Disputed Claim or Disputed Interest, as applicable, on the other hand, no partial payments and no partial distributions shall be made with respect to any Disputed Claim or Disputed Interest, other than with respect to Professional Fee Claims, until all Disputed Claims held by the Holder of such Disputed Claim or Disputed Interest have become Allowed Claims or Allowed Interests or have otherwise been resolved by settlement or Final Order.

(c) Initial Distribution Date.

Except as otherwise provided herein, on the Initial Distribution Date, the Disbursing Agent shall make distributions to holders of Allowed Claims as of the Distribution Record Date at the address for each such holder as indicated on the Debtors’ books and records as of the date of any such distribution; provided that the manner of such distributions shall be determined at the discretion of the Disbursing Agent; provided, further, that the address for each holder of an Allowed Claim shall be deemed to be the address set forth in, as applicable, any Proof of Claim or Proof of Interest Filed by such holder, or, if no Proof of Claim or Proof of Interest has been Filed, the address set forth in the Schedules.

(d) Quarterly Distribution Date.

Except as otherwise determined by the Plan Administrator, subject to the oversight of the Plan Administrator Oversight Board, on each Quarterly Distribution Date or as soon thereafter as is reasonably practicable, the Disbursing Agent shall make the distributions required to be made on account of Allowed Claims under the Plan on such date. Any distribution that is not made on the Initial Distribution Date or on any other date specified herein because the

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Claim that would have been entitled to receive that distribution is not an Allowed Claim on such date, shall be distributed on the first Quarterly Distribution Date after such Claim or Interest is Allowed. Subject to Article VI.E of the Plan, no interest shall accrue or be paid on the unpaid amount of any distribution paid on a Quarterly Distribution Date pursuant to the Plan.

(e) Minimum; De Minimis Distributions.

No Cash payment of less than $100, in the reasonable discretion of the Disbursing Agent, shall be made to a Holder of an Allowed Claim on account of such Allowed Claim, and each Claim to which this limitation applies shall be satisfied pursuant to Article VIII of the Plan, and its Holder shall be forever barred pursuant to Article VIII of the Plan from asserting that Claim against the Post-Effective Date Debtors or their property.

(f) Undeliverable Distributions and Unclaimed Property.

With respect to any Undeliverable Distribution, no distribution to the relevant Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the date the distribution is made. After such date, all unclaimed property or interests in property shall revert (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property Laws to the contrary) to the Post-Effective Date Debtors and shall become Distributable Cash, automatically and without need for a further order by the Bankruptcy Court and the Claim or Interest of any holder to such property or interest in property shall be released, settled, compromised, and forever barred.

4. Setoffs and Recoupment.

Except as otherwise expressly provided herein, the Debtors may, but shall not be required to, setoff against or recoup from any Claims of any nature whatsoever that the Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such Claim it may have against the Holder of such Claim.

E. Procedures for Resolving Contingent, Unliquidated, and Disputed Claims.

1. Allowance of Claims and Interests.

On and after the Effective Date, and except with respect to Claims that are Allowed pursuant to the Plan, the Debtors or Post-Effective Date Debtors, as applicable, shall have and shall retain any and all rights and defenses that the Debtors had with respect to any Claim or Interest immediately before the Effective Date. Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim or Interest shall become an Allowed Claim or Allowed Interest unless and until such Claim or Interest is deemed Allowed under the Plan or the Bankruptcy Code or the Bankruptcy Court has entered a Final Order, including the Confirmation Order (when it becomes a Final Order), in the Chapter 11 Cases allowing such Claim or Interest.

Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim is or has been timely Filed, or that is not or has not been Allowed by the Plan or a Final Order, is not considered Allowed and shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court.

2. Claims and Interests Administration Responsibilities.

Except as otherwise specifically provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, on and after the Effective Date, the Debtors or Post-Effective Date Debtors, as applicable, by order of the Bankruptcy Court, shall have the sole authority with regard to all Claims and Interests: (i) to File, withdraw, or litigate to judgment objections to Claims and Interests; (ii) to settle or compromise

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any Disputed Claim or Disputed Interest without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

3. Estimation of Claims and Interests.

As of the Effective Date, the Post-Effective Date Debtors or the Plan Administrator, as applicable, may (but are not required to), at any time, request that the Bankruptcy Court estimate any Disputed Claim or Interest pursuant to applicable law, including pursuant to section 502(c) of the Bankruptcy Code and/or Bankruptcy Rule 3012, for any reason, regardless of whether any party previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation of any objection to any Claim or Interest or during the pendency of any appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any Disputed Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions) and may be used as evidence in any supplemental proceedings, and the Plan Administrator may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Interest. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim or Interest that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before seven (7) days after the date on which such Claim or Interest is estimated. Each of the foregoing Claims or Interests and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims or Interests may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.

4. Adjustment to Claims or Interests Without Objection.

Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded, may be adjusted or expunged on the Claims Register by the Debtors, without an objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. The Debtors shall provide any Holder of such a Claim or Interest with fourteen (14) days’ notice prior to the Claim or Interest being adjusted or expunged from the Claims Register as the result as the result of a Claim or Interest being paid, satisfied, amended or superseded.

5. Time to File Objections to Claims.

Any objections to Claims shall be Filed on or before the Claims Objection Bar Date.

6. Disallowance of Claims.

Other than with respect to Claims Allowed under the Plan, no Claim of any Entity from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed Allowed, unless and until such entity or transferee has paid the amount, or turned over any such property, for which such entity or transferee is liable under sections 522(i), 542, 543, 550, or 553 of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Debtors. All Proofs of Claim Filed on account of an indemnification obligation to a director, officer, or employee shall automatically be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the Bankruptcy Court.

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Except as provided in the Plan or otherwise agreed, any and all Proofs of Claim Filed after the Claims Bar Date shall be deemed disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court, and holders of such Claims may not receive any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a Final Order.

7. Amendments to Claims.

On or after the Effective Date, except as provided in the Plan or the Confirmation Order, a Claim or Interest may not be Filed or amended without the prior authorization of the Debtors and any such new or amended Claim or Interest Filed shall automatically be deemed disallowed in full and expunged without any further action; provided that a Claim may be Filed after the Effective Date if the Bankruptcy Court enters an order permitting such late filing.

8. No Distributions Pending Allowance.

If an objection to a Claim or Interest or any portion thereof is Filed as set forth in Article VII of the Plan, or if such Claim or Interest is scheduled as Disputed, no payment or distribution provided under the Plan shall be made on account of such Claim or Interest or any portion thereof unless and until such Disputed Claim or Disputed Interest becomes an Allowed Claim or Allowed Interest.

9. Distributions After Allowance.

To the extent that a Disputed Claim or Disputed Interest ultimately becomes an Allowed Claim or Allowed Interest, distributions, if any, shall be made to the Holder of such Allowed Claim or Allowed Interest in accordance with the provisions of the Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Disputed Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or Interest the distribution, if any, to which such Holder is entitled under the Plan as of the Effective Date, less any previous distribution, if any, that was made on account of the undisputed portion of such Claim or Interest, without any interest, dividends, or accruals to be paid on account of such Claim or Interest unless required under applicable bankruptcy Law or as otherwise provided in Article III.B of the Plan.

F. Settlement, Release, Injunction, and Related Provisions.

1. Settlement, Compromise, and Release of Claims and Interests.

Pursuant to section 1123 of the Bankruptcy Code and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Plan Administrator may compromise and settle Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities.

2. Term of Injunctions or Stays.

Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

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3. Release of Liens.

Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released, settled, and compromised, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Debtors and their successors and assigns without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors. In addition, the ABL Agent, the Term Loan Agent, and the HBC Parties shall execute and deliver all documents reasonably requested by the Debtors, Post-Effective Date Debtors, or the Plan Administrator to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

4. Releases by the Debtors.

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, (i) each Released Party is deemed released and discharged by the Debtors, their Estates, the Post-Effective Date Debtors, and the Plan Administrator from any and all Causes of Action, including any derivative claims asserted on behalf of the Debtors, that the Debtors, or their Estates, the Post- Effective Date Debtors or the Plan Administrator would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in a Debtor, or that any Holder of any Claim or Interest could have asserted on behalf of the Debtors or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of- court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the Le Tote APA, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the Asset Purchase Agreement, the Asset Sale, the Le Tote APA, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon the business or contractual arrangements between and Debtor and any Released Party, and any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined by a Final Order to constitute willful misconduct, fraud or gross negligence and (ii) each Released Preference Action Party is deemed released and discharged by the Debtors, their Estates, the Post-Effective Date Debtors, and the Plan Administrator from any and all Preference Actions. Notwithstanding the inclusion of any Released Parties as a potential party to any Retained Causes of Action, such parties shall remain Released Parties.

Notwithstanding anything to the contrary in the foregoing or any other provision of the Plan, the releases contained in the Plan do not (i) release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (ii) affect the rights of Holders of Allowed Claims and Interests to receive distributions under the Plan, (iii) release any Claims or Causes of Action against any non-Released Party, or (iv) release the Debtors or the HBC Parties from the mutual indemnification obligations as set forth in Article V.E herein.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the releases herein, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the releases herein are: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the

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claims released by the releases herein; (iii) in the best interests of the Debtors and all Holders of Claims and Interests; (iv) fair, equitable and reasonable; (v) given and made after reasonable investigation by the Debtors and after notice and opportunity for hearing; and (vi) a bar to any of the Debtors asserting any claim released by the releases herein against any of the Released Parties.

5. Releases by Holders of Claims and Interests.

As of the Effective Date, except as otherwise provided herein, each Releasing Party is deemed to have released and discharged each Debtor and Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the Le Tote APA, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement, or the Plan, the Chapter 11 Cases, the Asset Purchase Agreement, the Asset Sale, the Le Tote APA, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon the business or contractual arrangements between any Debtor and any Released Party, and any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined by a Final Order to constitute willful misconduct, fraud or gross negligence.

Notwithstanding anything to the contrary in the foregoing or any other provision of the Plan, the releases contained in the Plan do not (i) release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (ii) affect the rights of Holders of Allowed Claims and Interests to receive distributions under the Plan, (iii) release any Claims or Causes of Action against any non-Released Party, or (iv) release the Debtors or the HBC Parties from the mutual indemnification obligations as set forth in Article V.E herein.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the releases of Holders of Claims and Interests, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the release herein is: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the claims released by the Releasing Parties; (iii) in the best interests of the Debtors and all Holders of Claims and Interests; (iv) fair, equitable and reasonable; (v) given and made after notice and opportunity for hearing; and (vi) a bar to any of the Releasing Parties asserting any Claim released by the release herein against any of the Released Parties.

6. Exculpation.

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Purchase Agreement, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by

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any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement or the Plan, the Asset Purchase Agreement, the Investigation, the Asset Sale, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable Laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary herein, nothing in Article VIII.F of the Plan shall release or exculpate any Exculpated Party for any act or omission arising before the Petition Date or after the Effective Date.

7. Injunction.

Except as otherwise expressly provided in the Plan or for distributions required to be paid or delivered pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold claims or interests that have been released or discharged pursuant to the Plan or are subject to Exculpation pursuant to the Plan, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Released Parties, or the Exculpated Parties (to the extent of the Exculpation provided pursuant to the Plan with respect to the Exculpated Parties): (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such claims or interests; (iii) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the Estates of such Entities on account of or in connection with or with respect to any such claims or interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or interests unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable Law or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the Plan. Notwithstanding anything to the contrary in the Plan, the Plan Supplement, or the Confirmation Order, the automatic stay pursuant to section 362 of the Bankruptcy Code shall remain in full force and effect with respect to the Debtors until the closing of these Chapter 11 Cases.

8. Limited Substantive Consolidation.

The Plan shall serve as a motion by the Debtors seeking entry of an order substantively consolidating each of the Estates of the Debtors into a single consolidated Estate solely for purposes of voting, Confirmation, and distribution. For the avoidance of doubt, the Plan shall not serve as a motion by the Debtors seeking entry of an order substantively consolidating the Debtors for any other purposes. Notwithstanding anything in Article VIII.H of the Plan, all distributions under the Plan shall be made in accordance with Article VI of the Plan.

If the Debtors’ Estates are substantively consolidated in accordance with t Article VIII.H of the Plan then, on and after the Effective Date, all assets and liabilities (including Allowed Claims) of the Debtors shall be treated as though they were merged into one Estate solely for purposes of voting, Confirmation, and distribution. The limited substantive consolidation described herein shall not affect the legal and organizational structure of the Debtors or their separate corporate existences or any prepetition or postpetition guarantees, Liens, or security interests that are required to be maintained under the Bankruptcy Code, under the Plan, or, with respect to Executory Contracts or Unexpired Leases that were assumed or entered into during the Chapter 11 Cases, if any. Moreover, any alleged defaults under

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any applicable agreement with the Debtors or their respective Affiliates arising from substantive consolidation under the Plan shall be deemed waived or otherwise cured as of the Effective Date.

If the Debtors’ Estates are not substantively consolidated in accordance with Article VIII.H of the Plan, then the Plan shall constitute a motion to approve a 9019 settlement with respect to the distributions on account of General Unsecured Claims (the “9019 Settlement”), which reflects a compromise and settlement of Claims that such creditors may hold against the respective Debtors. Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute approval of the 9019 Settlement pursuant to Bankruptcy Rule 9019 and a finding by the Bankruptcy Court that the 9019 Settlement is in the best interests of the Debtors and their Estates. If the Effective Date does not occur, the 9019 Settlement shall be deemed to have been withdrawn without prejudice to the respective positions of the parties.

If the 9019 Settlement is approved pursuant to the Confirmation Order, then, on and after the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive it Pro Rata share of the portion of Distributable Cash allocated to holders of Allowed General Unsecured Claims in accordance with Article IV.E of the Plan without giving effect to the proportion that the amount of Allowed Claims against any one Debtor bears to the aggregate amount of Allowed Claims against all of the Debtors.

Notwithstanding the limited substantive consolidation provided for herein, nothing shall affect the obligation of each and every Debtor to pay the quarterly fees to the U.S. Trustee until such time as a particular Chapter 11 Case is closed, dismissed, or converted.

9. Protection Against Discriminatory Treatment.

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Debtors or another Entity with whom the Debtors have been associated, solely because the Debtors have been debtors under chapter 11 of the Bankruptcy Code may have been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases), or have not paid a debt that is dischargeable in the Chapter 11 Cases.

10. Recoupment.

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

11. Subordination Rights.

Any distributions under the Plan to Holders shall be received and retained free from any obligations to hold or transfer the same to any other Holder and shall not be subject to levy, garnishment, attachment, or other legal process by any Holder by reason of claimed contractual subordination rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, or equitable subordination rights to property distributed under the Plan, in each case other than as provided in the Plan.

G. Conditions Precedent to Effective Date.

1. Conditions Precedent to the Effective Date.

It shall be a condition to Consummation that the following conditions shall have been satisfied or waived pursuant to the provisions of the Plan:

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(a) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the Restructuring Transactions;

(b) all allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court;

(c) the Distribution Reserve Amounts shall have been established and funded with the Priority Claims Reserve Amount and the Wind-Down Amount;

(d) the Debtors shall have implemented the Restructuring Transactions in a manner consistent in all material respects with the Plan;

(e) the Bankruptcy Court shall have entered the Confirmation Order and which shall have become a Final Order that has not been stayed or modified or vacated and shall:

(i) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, and other agreements or documents created in connection with the Plan;

(ii) decree that the provisions of the Confirmation Order and the Plan are nonseverable and mutually dependent;

(iii) authorize the implementation of the Plan in accordance with its terms; and

(iv) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax;

(f) with respect to all actions, documents and agreements necessary to implement the Plan: (a) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (b) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (c) such documents and agreements shall have been effected or executed, and in each case all such actions, documents and agreements shall be consistent with the terms of the Plan; and

(g) the Debtors shall have paid all fees and expenses due to Pamela B. Corrie and Matthew R. Kahn pursuant to their respective director agreements with the Debtors.

2. Waiver of Conditions.

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The conditions to Consummation set forth in Article IX.A of the Plan may be waived by the Debtors at any time with the consent of the HBC Parties, without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than a proceeding to confirm the Plan or consummate the Plan.

3. Substantial Consummation.

“Substantial Consummation” of the Plan, as defined in section 1102(2) of the Bankruptcy Code, with respect to any of the Debtors, shall be deemed to occur on the Effective Date.

4. Effect of Non-Occurrence of Conditions to the Effective Date.

If the Effective Date does not occur, the Plan shall be null and void in all respects, and nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims by or Claims against or Interests in the Debtors; (ii) prejudice in any manner the rights of the Debtors, the Debtors’ Estates, any Holders, or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, the Debtors’ Estates, any Holders, or any other Entity in any respect.

ARTICLE VIII. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

The following is a brief summary of the confirmation process. Holders of Claims and Interests are encouraged to review the relevant provisions of the Bankruptcy Code and to consult their own advisors with respect to the summary provided in the Disclosure Statement.

A. Confirmation Hearing.

Section 1128(a) of the Bankruptcy Code requires a bankruptcy court, after notice, to conduct a hearing to consider confirmation of a chapter 11 plan. Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation of the Plan. The Bankruptcy Court has scheduled the Confirmation Hearing for March 18, 2021, at 1:00 p.m., prevailing Eastern Time. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for an announcement of the adjourned date made at the Confirmation Hearing or the filing of a notice of such adjournment served in accordance with the order approving the Disclosure Statement and Solicitation Procedures. Any objection to the Plan must: (1) be in writing; (2) conform to the Bankruptcy Rules and the Local Rules for the United States Bankruptcy Court for the Eastern District of Virginia; (3) state the name, address, phone number, and e-mail address of the objecting party and the amount and nature of the Claim or Interest of such entity, if any; (4) state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (5) be filed, contemporaneously with a proof of service, with the Bankruptcy Court and served so that it is actually received by the notice parties as required by the Case Management Order no later than the Plan Objection Deadline. Unless an objection to the Plan is timely served and filed, it may not be considered by the Bankruptcy Court.

B. Confirmation Standards.

1. Requirements for Confirmation of the Plan.

Among the requirements for Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code are: (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of Holders of Claims or Interests.

At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (1) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11 for plan confirmation; (2) the Debtors have complied, or will

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have complied, with all of the necessary requirements of chapter 11 for plan confirmation; and (3) the Plan has been proposed in good faith.

2. Best Interests of Creditors.

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each holder of a claim or an equity interest in such impaired class either (1) has accepted the plan or (2) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting holder would receive or retain if the debtors liquidated under chapter 7.

The Debtors believe that the Plan will satisfy the best interests test because, among other things, the recoveries expected to be available to Holders of Allowed Claims and Interests under the Plan will be greater than the recoveries expected to be available in a chapter 7 liquidation, as discussed more fully below.

In a typical chapter 7 case, a trustee is elected or appointed to liquidate a debtor’s assets and to make distributions to creditors in accordance with the priorities established in the Bankruptcy Code. Generally, secured creditors are paid first from the proceeds of sales of their collateral. If any assets remain in the bankruptcy estate after satisfaction of secured creditors’ claims from their collateral, administrative expenses are next to be paid. After accounting for administrative expenses, unsecured creditors (including any secured creditor deficiency claims) are paid from the sale proceeds of any unencumbered assets and any remaining sale proceeds of encumbered assets in excess of any secured claims, according to their respective priorities. Unsecured creditors with the same priority share in proportion to the amount of their allowed claims in relationship to the total amount of allowed claims held by all unsecured creditors with the same priority. Finally, interest holders receive the balance that remains, if any, after all creditors are paid.

All or substantially all of the assets of the Debtors’ business will be liquidated through the Asset Sales and the Plan effects the monetization of the Debtors’ remaining assets not otherwise acquired in the Asset Sales. Although a chapter 7 liquidation would achieve the same goal, the Debtors believe that the Plan provides a greater recovery to Holders of General Unsecured Claims than would a chapter 7 liquidation. Monetizing the Debtors’ Estates under the Plan likely provides Holders of General Unsecured Claims with a larger, more timely recovery, primarily due to expected materially lower realized sale proceeds in chapter 7.

A chapter 7 liquidation beginning on what would have been the Effective Date would provide less recovery for creditors than the Plan. The delay of the chapter 7 trustee becoming familiar with the assets could easily cause bids already obtained to be lost, and the chapter 7 trustee will not have the technical expertise and knowledge of the Debtors’ businesses that the Debtors had when they proposed to sell their assets and commence the Wind-Down. Moreover, the distributable proceeds under a chapter 7 liquidation will be lower because of the chapter 7 trustee’s fees and expenses.

Sale proceeds in chapter 7 would likely be significantly lower particularly in light of the time delay associated with the chapter 7 trustee’s learning curve for these assets. In addition to the expected material reduction in sale proceeds, recoveries would be further reduced (in comparison with the Plan) due to the expenses that would be incurred in a chapter 7 liquidation, including added expenses for wind down costs and costs incurred by the chapter 7 trustee and any retained professionals in familiarizing themselves with the Debtors’ assets, and these specific Chapter 11 Cases, in order to complete the administration of the Estates. See, e.g., 11 U.S.C. § 326(a) (providing for compensation of a chapter 7 trustee up to three percent of the value of the assets); 11 U.S.C. 503(b)(2) (providing administrative expense status for compensation and expenses of a chapter 7 trustee and such trustee’s professionals).

The Debtors’ Estates would continue to be obligated to pay all unpaid expenses incurred by the Debtors during the Chapter 11 Cases (such as compensation for Professionals), which may constitute Allowed Claims in any chapter 11 case. Moreover, the conversion to chapter 7 would also require entry of a new bar date for filing claims that would be more than 90 days following conversion of the case to chapter 7. See Fed. R. Bankr. P. 1019(2); 3002(c). Thus, the amount of Claims ultimately filed and Allowed against the Debtors could materially increase, thereby further reducing creditor recoveries versus those available under the Plan.

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In light of the foregoing, the Debtors submit that a chapter 7 liquidation would result in materially reduced sale proceeds, increased expenses, delayed distributions, and the prospect of additional claims that were not asserted in the Chapter 11 Cases. Accordingly, the Debtors believe that the Plan provides an opportunity to bring the highest return for creditors.

3. Financial Feasibility.

Section 1129(a)(11) of the Bankruptcy Code requires that the Bankruptcy Court find that Confirmation is not likely to be followed by the liquidation of the Reorganized Debtors or the need for further financial reorganization, unless the Plan contemplates such liquidation or reorganization. For purposes of determining whether the Plan meets this requirement, the Debtors have analyzed their ability to meet their obligations under the Plan. The Debtors believe the deleveraging contemplated by the Plan meets the financial feasibility requirement. Moreover, the Debtors believe that sufficient funds will exist to make all payments required by the Plan. The Debtors are confident that they will have sufficient means to provide for the distributions under the Plan and therefore believe that the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code.

C. Acceptance by Impaired Classes.

The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or equity interests impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such a class is not required.

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in a number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number of the Allowed Claims in such class that vote on the Plan actually cast their ballots in favor of acceptance.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired equity interests as acceptance by holders of at least two-thirds in amount of allowed interests in that class, counting only those interests that have actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept the Plan only if two-thirds in amount of the Allowed Interests in such class that vote on the Plan actually cast their ballots in favor of acceptance.

D. Confirmation Without Acceptance by All Impaired Classes.

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors may request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

1. No Unfair Discrimination.

The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but

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that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims or interests of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

2. Fair and Equitable Test.

The fair and equitable test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in such class. As to each non-accepting class, the test sets different standards depending on the type of claims or interests in such class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. The Debtors believe that the Plan and the treatment of all Classes of Claims and Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan.

ARTICLE IX. CERTAIN RISK FACTORS TO BE CONSIDERED BEFORE VOTING

Holders of Claims and Interests entitled to vote should read and consider carefully the risk factors set forth below, as well as the other information set forth in this Disclosure Statement and the documents delivered together with this Disclosure Statement, referred to or incorporated by reference in this Disclosure Statement, before voting to accept or reject the Plan. These factors should not be regarded as constituting the only risks present in connection with the Debtors’ business or the Plan and its implementation.

A. Risks Related to the Confirmation and Consummation of the Plan.

1. Parties in Interest May Object to the Plan’s Classification of Claims and Interests.

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity interest in a particular class only if such claim or equity interest is substantially similar to the other claims or equity interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

2. The Conditions Precedent to the Effective Date of the Plan May Not Occur.

As more fully set forth in Article IX of the Plan, the Effective Date of the Plan is subject to a number of conditions precedent. If such conditions precedent are not met and not waived, the Effective Date will not take place.

3. The Debtors May Fail to Satisfy Vote Requirements.

If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan. In the event that sufficient votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan or transaction. There can be no assurance that the terms of any such alternative chapter 11 plan or other transaction would be similar or as favorable to the Holders of Interests and Allowed Claims as those proposed in the Plan and the Debtors do not believe that any such transaction exists or is likely to exist that would be more beneficial to the Estates than the Plan.

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4. The Debtors May Not Be Able to Secure Confirmation of the Plan.

Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a) such plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting holders of claims or equity interests within a particular class under such plan will not be less than the value of distributions such holders would receive if the debtors were liquidated under chapter 7 of the Bankruptcy Code.

There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting Holder of an Allowed Claim might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines that this Disclosure Statement, the balloting procedures, and voting results are appropriate, the Bankruptcy Court could still decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation are not met. If a chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors will be able to reorganize their business and what, if anything, Holders of Interests and Allowed Claims against them would ultimately receive.

The Debtors reserve the right to modify the terms and conditions of the Plan, with the consent of the HBC Parties, not to be unreasonably withheld, as necessary for Confirmation. Any such modifications could result in less favorable treatment of any non-accepting class of Claims or Interests, as well as any class junior to such non-accepting class, than the treatment currently provided in the Plan. Less favorable treatment could include a distribution of property with a lesser value than currently provided in the Plan or no distribution whatsoever under the Plan.

5. Nonconsensual Confirmation.

In the event that any impaired class of claims or interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm a plan at the proponents’ request if at least one impaired class (as defined under section 1124 of the Bankruptcy Code) has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and, as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired class(es). The Debtors believe that the Plan satisfies these requirements, and the Debtors may request such nonconsensual Confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan may result in, among other things, increased expenses relating to professional compensation.

6. Continued Risk Upon Confirmation.

Even if the Plan is consummated, the Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as delays in the resolution of the Causes of Action on the Schedule of Retained Causes of Action and increasing expenses. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals.

In addition, at the outset of these chapter 11 cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose the Plan and prohibits creditors and others from proposing a plan. The Debtors obtained the exclusive right to propose the Plan upon filing their petitions. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a material adverse effect on the Debtors’ ability to achieve confirmation of the Plan to achieve the Debtors’ stated goals.

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7. These Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code.

If the bankruptcy court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the bankruptcy court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the debtor’s assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time, when commodities prices are at historically low levels, rather than reorganizing or selling the business as a going concern at a later time in a controlled manner, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and other Executory Contracts in connection with cessation of operations.

8. The Debtors May Object to the Amount or Classification of a Claim.

Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim under the Plan. The estimates set forth in this Disclosure Statement cannot be relied upon by any Holder of a Claim where such Claim is subject to an objection. Any Holder of a Claim that is subject to an objection thus may not receive its expected share of the estimated distributions described in this Disclosure Statement.

9. Risk of Non-Occurrence of the Effective Date.

Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur.

10. Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan.

The distributions available to Holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. The occurrence of any and all such contingencies, which could affect distributions available to Holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes.

The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect, among other things, the percentage recoveries to Holders of Allowed Claims under the Plan.

11. The Plan’s Release, Injunction, and Exculpation Provisions May Not Be Approved.

Article VIII of the Plan provides for certain releases, injunctions, and exculpations, including a release of liens and third-party releases that may otherwise be asserted against the Debtors, Reorganized Debtors, Released Parties, or Exculpated Parties, as applicable. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. If the releases are not approved, certain Released Parties may withdraw their support for the Plan.

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12. The Total Amount of Allowed Unsecured Claims May Be Higher Than Anticipated By the Debtors.

With respect to Holders of Allowed General Unsecured Claims, the claims filed against the Debtors’ estates may be materially higher than the Debtors have estimated.

13. The Total Amount of Allowed Administrative and Priority Claims May Be Higher and/or the Amount of Distributable Cash May Be Lower Than Anticipated by the Debtors.

The amount of Cash the Debtors’ ultimately receive prior to and following the Effective Date may be lower than anticipated. Additionally, Allowed Administrative Claims and Allowed Priority Claims maybe higher than anticipated. Accordingly, there is a risk that the Debtors will not be able to pay in full in cash all Administrative Claims and Priority Claims on the Effective Date as is required to confirm a chapter 11 plan of reorganization.

B. Risks Related to the Debtors’ Businesses.

1. The Debtors May Not Be Able to Generate Sufficient Cash to Service All of Their Indebtedness.

The Debtors’ ability to make scheduled payments depends on the Debtors’ financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond the Debtors’ control. The Debtors may be unable to maintain a level of cash flow from operating activities sufficient to permit the Debtors to pay the principal, premium, if any, and interest on their indebtedness.

2. The Debtors Will Be Subject to the Risks and Uncertainties Associated with the Chapter 11 Cases.

For the duration of the Chapter 11 Cases, the Debtors’ ability to operate, develop, and execute a business plan, and continue as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following: (a) ability to develop, confirm, and consummate the restructuring transactions specified in the Plan or an alternative restructuring transaction; (b) ability to obtain court approval with respect to motions filed in the Chapter 11 Cases from time to time; (c) ability to maintain relationships with suppliers, service providers, customers, employees, vendors, and other third parties; (d) ability to maintain contracts that are critical to the Debtors’ operations; (e) ability of third parties to seek and obtain court approval to terminate contracts and other agreements with the Debtors; (f) ability of third parties to seek and obtain court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm a chapter 11 plan, to appoint a chapter 11 trustee, or to convert the Chapter 11 Cases to chapter 7 proceedings; and (g) the actions and decisions of the Debtors’ creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

These risks and uncertainties could affect the Debtors’ businesses and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ relationships with suppliers, service providers, customers, employees, and other third parties, which in turn could adversely affect the Debtors’ operations and financial condition. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the Debtors cannot accurately predict or quantify the ultimate impact of events that occur during the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

3. Results of Store Closing Sales May Not Meet Projections.

The store closing sales may fail to meet projections due to the economic uncertainty surrounding the continued spread of COVID-19, which has had a significant impact on the Debtors’ business in the context of consumer demand. On a macro level, this pandemic has dampened global growth and could ultimately lead to an economic recession. If this occurs, demand for retail and consumer goods will continue to decline. Significantly,

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such a continued decline during the Wind-Down and over the next several months could greatly impact the Debtors’ sales at their remaining stores. Such a scenario would negatively impact the ability of the Debtors to sell inventory and complete the Wind-Down.

4. The Wind-Down Budget May Change Materially.

The Wind-Down Budget is the Debtors’ best estimates of actual expenses and revenues during the remainder of the chapter 11 cases. Creditors should be aware that such numbers may change, potentially materially, and any changes to the actual expenses and revenues will ultimately impact the amount of Distributable Proceeds available to be paid to creditors under the Plan.

5. Renewed Shelter-in-Place Orders May Interrupt Going Out of Business Sales.

Renewed government lockdowns and employee infections could both inhibit the Debtors’ ability to wind down their businesses. The inability to remain open to the public during the Wind-Down would materially impact the ability of the Debtors to facilitate an Asset Sale Transaction and liquidate inventory at store locations. The inherent risk that state governments may again shut down non-essential businesses plays a significant role in the success of the Plan.

6. The Debtors Rely on Services Provided By HBC Which May Be Interrupted.

The Debtors rely on certain mission-critical services provided by HBC pursuant to the Transition Services Agreement and its amendments. HBC has also agreed to pay the majority of the Debtors’ obligations to its landlords along with various indemnification obligations thereto in accordance with the asset purchase agreement entered into in connection with the Acquisition. To the extent HBC discontinues services under the Transition Services Agreement or fails to make timely postpetition payments to landlords, the ability of the Debtors to conduct the store closing may be impaired. The Debtors could be required to find replacement services or make additional payments not contemplated under their budget, which could ultimately impact the amount of Distributable Proceeds available to be paid to creditors under the Plan.

C. Disclosure Statement Disclaimer.

1. Information Contained in this Disclosure Statement is for Soliciting Votes.

The information contained in this Disclosure Statement is for the purposes of soliciting acceptances of the Plan and may not be relied upon for any other purpose.

2. This Disclosure Statement Was Not Approved by the United States Securities and Exchange Commission.

This Disclosure Statement was not filed with the United States Securities and Exchange Commission under the Securities Act or applicable state securities laws. Neither the United States Securities and Exchange Commission nor any state regulatory authority has passed upon the accuracy or adequacy of this Disclosure Statement, or the exhibits or the statements contained in this Disclosure Statement.

3. No Legal or Tax Advice Is Provided to You by this Disclosure Statement.

This Disclosure Statement is not legal advice to you. The contents of this Disclosure Statement should not be construed as legal, business, or tax advice. Each Holder of a Claim or an Interest should consult his or her own legal counsel, accountant, or other applicable advisor with regard to any legal, tax, and other matters concerning his

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or her Claim or Interest. This Disclosure Statement may not be relied upon for any purpose other than to determine how to vote on the Plan or object to Confirmation of the Plan.

4. No Admissions Made.

The information and statements contained in this Disclosure Statement will neither (a) constitute an admission of any fact or liability by any entity (including, without limitation, the Debtors) nor (b) be deemed evidence of the tax or other legal effects of the Plan on the Debtors, the Reorganized Debtors, Holders of Allowed Claims or Allowed Interests, or any other parties in interest.

5. Failure to Identify Litigation Claims or Projected Objections.

No reliance should be placed on the fact that a particular litigation claim or projected objection to a particular Claim or Interest is, or is not, identified in this Disclosure Statement. The Debtors may seek to investigate, File, and prosecute Claims and Interests and may object to Claims or Interests after the Confirmation or Effective Date of the Plan irrespective of whether this Disclosure Statement identifies such Claims or Interests or objections to such Claims or Interests.

6. No Waiver of Right to Object or Right to Recover Transfers and Assets.

The vote by a Holder of a Claim or Interest for or against the Plan does not constitute a waiver or release of any claims, causes of action, or rights of the Debtors (or any entity, as the case may be) to object to that Holder’s Claim or Interest, or recover any preferential, fraudulent, or other voidable transfer of assets, regardless of whether any claims or causes of action of the Debtors or their respective Estates or the Reorganized Debtors are specifically or generally identified in this Disclosure Statement.

7. Information Was Provided by the Debtors and Was Relied Upon by the Debtors’ Advisors.

The Debtors’ advisors have relied upon information provided by the Debtors in connection with the preparation of this Disclosure Statement. Although the Debtors’ advisors have performed certain limited due diligence in connection with the preparation of this Disclosure Statement, they have not verified independently the information contained in this Disclosure Statement.

8. Potential Exists for Inaccuracies, and the Debtors Have No Duty to Update.

The statements contained in this Disclosure Statement are made by the Debtors as of the date of this Disclosure Statement, unless otherwise specified in this Disclosure Statement, and the delivery of this Disclosure Statement after the date of this Disclosure Statement does not imply that there has not been a change in the information set forth in this Disclosure Statement since that date. While the Debtors have used their reasonable business judgment to ensure the accuracy of all of the information provided in this Disclosure Statement and in the Plan, the Debtors nonetheless cannot, and do not, confirm the current accuracy of all statements appearing in this Disclosure Statement. Further, although the Debtors may subsequently update the information in this Disclosure Statement, the Debtors have no affirmative duty to do so unless ordered to do so by the Bankruptcy Court. However, to the extent that the Debtors become aware of any material inaccuracy or misstatement herein, the Debtors shall issue a correction and file it on the docket of these Chapter 11 Cases.

9. No Representations Outside this Disclosure Statement Are Authorized.

No representations concerning or relating to the Debtors, these chapter 11 cases, or the Plan are authorized by the Bankruptcy Court or the Bankruptcy Code, other than as set forth in this Disclosure Statement. Any representations or inducements made to secure your acceptance or rejection of the Plan that are other than as contained in, or included with, this Disclosure Statement, should not be relied upon by you in arriving at your decision. You should promptly report unauthorized representations or inducements to the counsel to the Debtors and the U.S. Trustee.

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ARTICLE X. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

A. Introduction.

The following discussion summarizes certain United States (“U.S.”) federal income tax consequences of the implementation of the Plan to the Debtors and certain Holders of Claims. This summary is based on the Internal Revenue Code of 1986, as amended (the “Tax Code”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions and published administrative rules, and pronouncements of the Internal Revenue Service (the “IRS”), all as in effect on the date hereof (collectively, “Applicable Tax Law”). Changes in the rules or new interpretations of the rules may have retroactive effect and could significantly affect the U.S. federal income tax consequences described below. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below. The Debtors have not requested, and do not intend to request, any ruling or determination from the IRS or any other taxing authority with respect to the tax consequences discussed herein, and the discussion below is not binding upon the IRS or the Bankruptcy Courts. No assurance can be given that the IRS would not assert, or that a court would not sustain, a different position than any position discussed herein.

This summary does not address foreign, state, local, gift, or estate tax consequences of the Plan, or the Medicare tax imposed on certain net investment income, nor does it purport to address all aspects of U.S. federal income taxation that may be relevant to a Holder in light of its individual circumstances or to a Holder that may be subject to special tax rules (such as Persons who are related to the Debtors within the meaning of the Tax Code, broker- dealers, banks, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, tax exempt organizations, pass-through entities, beneficial owners of pass-through entities, trusts, governmental authorities or agencies, dealers and traders in securities, subchapter S corporations, persons who hold Claims, persons using a mark-to-market method of accounting, and Holders of Claims who are themselves in bankruptcy). Furthermore, this summary assumes that a Holder of a Claim holds only Claims in a single Class and holds a Claim only as a “capital asset” (within the meaning of section 1221 of the Tax Code). This summary also assumes that the various debt and other arrangements to which any of the Debtors are a party will be respected for U.S. federal income tax purposes in accordance with their form, and that the Claims constitute interests in the Debtors “solely as a creditor” for purposes of section 897 of the Tax Code. This summary does not discuss differences in tax consequences to Holders of Claims that act or receive consideration in a capacity other than any other Holder of a Claim of the same Class or Classes, and the tax consequences for such Holders may differ materially from that described below. This summary does not address the U.S. federal income tax consequences to Holders (1) whose Claims are Unimpaired or otherwise entitled to payment in full in Cash under the Plan, or (2) that are deemed to reject the Plan.

For purposes of this discussion, a “U.S. Holder” is a Holder of a Claim that is: (1) an individual citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (A) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons have authority to control all substantial decisions of the trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

For purposes of this discussion, a “non-U.S. Holder” is any Holder of a Claim that is not a U.S. Holder other than any partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes).

If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Holder of a Claim, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of the partner (or other beneficial owner) and the activities of the partner (or other beneficial owner) and the entity. Partners (or other beneficial owners) of partnerships (or other pass-through entities) that are Holders of Claims should consult their respective tax advisors regarding the U.S. federal income tax consequences of the Plan.

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ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM OR INTEREST. ALL HOLDERS OF CLAIMS OR INTERESTS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME, ESTATE, AND OTHER TAX CONSEQUENCES OF THE PLAN.

B. Certain U.S. Federal Income Tax Consequences to the Debtors.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act contains certain tax law changes designed to provide relief to businesses, and the Debtors are currently evaluating the impact of the CARES Act on their net operating losses (“NOLs”).

1. Tax Consequences of the Asset Sales.

The Plan provides for Asset Sales. Pursuant to the Asset Sales, Debtors would recognize gain or loss upon the transfer in an amount equal to the difference between the fair market value of the assets sold and the Debtors’ tax basis in such assets. To the extent any gain is recognized, such gain may be able to be offset, in whole or in part, by the Debtors’ available tax attributes. If the Debtors were to recognize gain in connection with the Asset Sales and such gain could not be entirely offset with available tax attributes, a cash tax liability would arise.

2. COD Income.

In general, absent an exception, a taxpayer will realize and recognize cancellation of indebtedness income (the “COD Income”) upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (1) the adjusted issue price of the indebtedness satisfied, over (2) the fair market value of any consideration given in satisfaction of such indebtedness at the time of the exchange.

Under section 108 of the Tax Code, a taxpayer is not required to include COD Income in gross income (a) if the taxpayer is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that case (the “Bankruptcy Exception”), or (b) to the extent that the taxpayer is insolvent immediately before the discharge (the “Insolvency Exception”). Instead, as a consequence of such exclusion, a taxpayer-debtor must reduce its tax attributes by the amount of COD Income that it excluded from gross income pursuant to the rule described in the preceding sentence. Such reduction in tax attributes occurs only after the tax for the year of the debt discharge has been determined (including, as described above, the amount of gain or loss recognized by the Debtors with respect to the sale of their assets). In general, tax attributes will be reduced in the following order: (a) NOLs and NOL carryforwards; (b) most tax credits; (c) capital loss carryovers; (d) tax basis in assets (but not below the amount of liabilities to which the debtor remains subject); (e) passive activity loss and credit carryovers; and (f) foreign tax credits. Alternatively, the taxpayer can elect first to reduce the basis of its depreciable assets pursuant to section 108(b)(5) of the Tax Code. Any excess COD Income over the amount of available tax attributes is not subject to U.S. federal income tax and generally has no other U.S. federal income tax impact.

As a general matter, the rules related to COD Income will only be relevant to the Debtors to the extent that taxable income is realized following the conclusion of the current tax year. In that case, the Debtors’ existing tax attributes would, to the extent they are subject to reduction as a result of the rules described above, be unavailable.

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C. Certain U.S. Federal Income Tax Consequences to Certain U.S. Holders of Allowed Claims Entitled to Vote.

The following discussion assumes that the Debtors will undertake the Asset Sales. Holders of Claims and Interests are urged to consult their tax advisors regarding the tax consequences of the Asset Sales.

1. U.S. Federal Income Tax Consequences for Holders of Allowed Class 4 Claims.

Pursuant to the Plan, in exchange for full and final satisfaction, settlement, release and discharge of the Allowed Class 4 Claims, each Holder thereof will receive its Pro Rata share of the Distributable Cash pursuant to the Waterfall Recovery.

Each such Holder will be treated as exchanging such Claim in a taxable exchange under section 1001 of the Tax Code for the Distributable Cash. Accordingly, subject to the rules regarding accrued but untaxed interest, each Holder of such Claim should recognize gain or loss equal to the difference between (1) the amount of Distributable Cash received, as applicable, in exchange for such Claim, and (2) such Holder’s adjusted basis, if any, in such Claim.

The character of any such gain as capital gain or ordinary income will be determined by a number of factors, including the tax status of the Holder, the rules regarding accrued but untaxed interest and market discount, whether the Claim constitutes a capital asset in the hands of the Holder, and whether and to what extent the Holder had previously claimed a bad debt deduction with respect to its Claim. If recognized gain or loss is capital in nature, it generally would be long-term capital gain if the holder held its Claim for more than one year at the time of the exchange.

2. Accrued but Untaxed Interest.

To the extent that any amount received by a U.S. Holder of a surrendered Claim is attributable to accrued but untaxed interest on the debt instruments constituting the surrendered Claim, the receipt of such amount should be taxable to the U.S. Holder as ordinary interest income (to the extent not already taken into income by the U.S. Holder). Conversely, a U.S. Holder of a Claim may be able to recognize a deductible loss to the extent that any accrued interest previously was included in the U.S. Holder’s gross income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point.

If the fair value of the consideration is not sufficient to fully satisfy all principal and interest on an Allowed Claim, the extent to which such consideration will be attributable to accrued interest is unclear. Under the Plan, the aggregate consideration to be distributed to U.S. Holders of Allowed Claims in each Class will be allocated first to the principal amount of such Allowed Claims, with any excess allocated to unpaid interest that accrued on these Claims, if any. Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes, while certain Treasury Regulations treat payments as allocated first to any accrued but unpaid interest. The IRS could take the position that the consideration received by the U.S. Holder should be allocated in some way other than as provided in the Plan. U.S. Holders of Claims are urged to consult their tax advisors regarding the proper allocation of the consideration received by them under the Plan.

HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE ALLOCATION OF CONSIDERATION RECEIVED IN SATISFACTION OF THEIR CLAIMS AND THE FEDERAL INCOME TAX TREATMENT OF ACCRUED BUT UNPAID INTEREST.

3. Market Discount.

Under the “market discount” provisions of the Tax Code, some or all of any gain realized by a U.S. Holder of a Claim who exchanges the Claim for an amount on the Effective Date may be treated as ordinary income (instead of capital gain), to the extent of the amount of “market discount” on the debt instruments constituting the exchanged Claim. In general, a debt instrument is considered to have been acquired with “market discount” if it is acquired other than on original issue and if the U.S. Holder’s adjusted tax basis in the debt instrument immediately after such

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acquisition is less than (a) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or (b) in the case of a debt instrument issued with original issue discount, its adjusted issue price, by at least a de minimis amount (equal to 0.25% of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity).

Any gain recognized by a U.S. Holder on the taxable disposition of a Claim that had been acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while the Claim was considered to be held by the U.S. Holder (unless the U.S. Holder elected to include market discount in income as it accrued).

4. Character of Gain or Loss With Respect to Impaired Claims.

Generally, the gain or loss recognized by a U.S. Holder with respect to a Claim will be a capital gain or loss unless the Claim was acquired at a market discount (as discussed above), and depending on whether and the extent to which the Holder previously claimed a bad debt deduction. Any such capital gain or loss generally should be long- term if the U.S. Holder’s holding period in the Claim is more than one year and otherwise should be short-term. Under current U.S. federal income tax law, certain non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax on long-term capital gains.

A U.S. Holder of a Claim who recognizes capital losses as a result of the distributions under the Plan will be subject to limits on the use of such capital losses. For a non-corporate U.S. Holder, capital losses may be used to offset any capital gains (without regard to holding periods), and also ordinary income to the extent of the lesser of (x) $3,000 ($1,500 for married individuals filing separate returns) or (y) the excess of the capital losses over the capital gains. A non-corporate U.S. Holder may carry over unused capital losses and apply them against future capital gains and a portion of their ordinary income for an unlimited number of years. For corporate U.S. Holders, capital losses may only be used to offset capital gains. A corporate U.S. Holder that has more capital losses than may be used in a tax year may carry back unused capital losses to the three years preceding the capital loss year or may carry over unused capital losses for the five years following the capital loss year.

5. Distribution Reserve Accounts and Delayed Equity Distributions.

The Plan provides that certain distributions may be delayed while contingent, unliquidated, or disputed Claims are addressed. Pending the resolution of such Claims, a portion of the property to be received by Holders of Claims may be deposited into the various Claim distribution accounts described in the Plan (including the Priority Claims Reserve). The property that is subject to delayed distribution will be subject to “disputed ownership fund” treatment under Treasurey Regulations section 1.468B-9. Pursuant to such treatment, a separate federal income tax return shall be filed with the IRS with respect to such accounts. Such accounts will be liable, as an entity, for taxes, including with respect to interest, if any, or appreciation in property between the Effective Date and date of distribution. Such taxes shall be paid out of the assets of such accounts (and reductions shall be made to amounts disbursed from such accounts to account for the need to pay such taxes). To the extent property is not distributed to U.S. Holders of applicable Claims on the Effective Date but, instead, is transferred to such accounts, although not free from doubt, U.S. Holders should not recognize any gain or loss on the date that the property is so transferred. Instead, gain or loss should be recognized when and to the extent property is actually distributed to such U.S. Holders.

D. Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Claims.

The following discussion includes only certain U.S. federal income tax consequences of the Restructuring Transactions to non-U.S. Holders. The discussion does not include any non-U.S. tax considerations. The rules governing the U.S. federal income tax consequences to non-U.S. Holders are complex. Each non-U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local and foreign tax consequences of the consummation of the Plan to such non-U.S. Holder.

Whether a non-U.S. Holder realizes gain or loss on the exchange and the amount of such gain or loss is generally determined in the same manner as set forth above in connection with U.S. Holders.

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1. Gain Recognition.

Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or original issue discount, if any), any gain realized by a non-U.S. Holder on the exchange of its Claim pursuant to the Plan generally will not be subject to U.S. federal income taxation unless (a) the non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the Restructuring Transactions occur and certain other conditions are met or (b) such gain is effectively connected with the conduct by such non-U.S. Holder of a trade or business in the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such non-U.S. Holder in the United States).

If the first exception applies, to the extent that any gain is taxable, the non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the non-U.S. Holder generally will be subject to U.S. federal income tax on a net basis generally in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise). In order to claim an exemption from withholding tax, such non-U.S. Holder will be required to provide a properly executed IRS Form W-8ECI (or such successor form as the IRS designates). In addition, if such a non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

2. Accrued Interest.

Subject to the discussion of FATCA below, payments to a non-U.S. Holder that are attributable to accrued but untaxed interest with respect to Claims generally will not be subject to U.S. federal income or withholding tax, provided that the withholding agent has received or receives, prior to payment, appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E) establishing that the non-U.S. Holder is not a U.S. person, unless:

(a) the non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of Le Tote’s stock entitled to vote;

(b) the non-U.S. Holder is a “controlled foreign corporation” that is a “related person” with respect to Le Tote (each, within the meaning of the Tax Code);

(c) the non-U.S. Holder is a bank receiving interest described in section 881(c)(3)(A) of the Tax Code; or

(d) such interest is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States (in which case, provided the non-U.S. Holder provides a properly executed IRS Form W-8ECI (or successor form) to the withholding agent, the non-U.S. Holder (x) generally will not be subject to withholding tax, but (y) will be subject to U.S. federal income tax on a net basis generally in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise), and a non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such non-U.S. Holder’s effectively connected earnings and profits that are attributable to the accrued interest at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty)).

A non-U.S. Holder that does not qualify for the exemption from withholding tax with respect to accrued but untaxed interest that is not effectively connected income generally will be subject to withholding of U.S. federal income tax at a 30% rate (or at a reduced rate or exemption from tax under an applicable income tax treaty) on any payments that are attributable to accrued but untaxed interest. For purposes of providing a properly executed IRS Form W-8BEN or W-8BEN-E, special procedures are provided under applicable Treasury Regulations for payments through qualified foreign intermediaries or certain financial institutions that hold customers’ securities in the ordinary

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course of their trade or business. As described above in more detail under the heading “Accrued but Untaxed Interest,” the aggregate consideration to be distributed to holders of Allowed Claims in each Class will be allocated first to the principal amount of such Allowed Claims, with any excess allocated to unpaid interest that accrued on these Claims, if any.

3. FATCA.

Under the Foreign Account Tax Compliance Act (“FATCA”), foreign financial institutions and certain other foreign entities must report certain information with respect to their U.S. account holders and investors or be subject to withholding at a rate of 30% on the receipt of “withholdable payments.” For this purpose, “withholdable payments” are generally U.S. source payments of fixed or determinable, annual or periodical income. FATCA withholding will apply even if the applicable payment would not otherwise be subject to U.S. federal nonresident withholding.

Withholding with respect to the gross proceeds of a disposition of any stock, debt instrument, or other property that can produce U.S.-source dividends or interest has been eliminated under proposed Treasury Regulations, which can be relied on until final regulations become effective.

Each non-U.S. Holder is urged to consult its tax advisor regarding the possible impact of these rules on such non-U.S. Holder’s exchange of its Claim.

E. Information Reporting and Back-Up Withholding.

The Debtors will withhold all amounts required by law to be withheld from any distributions made under the Plan. The Debtors will comply with all applicable reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to a Holder of a Claim under the Plan. Additionally, under the backup withholding rules, a Holder of a Claim may be subject to backup withholding with respect to distributions or payments made pursuant to the Plan unless, in the case of a U.S. Holder, such U.S. Holder provides a properly executed IRS Form W-9 and, in the case of Non-U.S. Holder, such Non-U.S. Holder provides a properly executed applicable IRS Form W-8 (or otherwise establishes such Non-U.S. Holder’s eligibility for an exemption). Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a Holder’s U.S. federal income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a federal income tax return).

In addition, from an information reporting perspective, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

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ARTICLE XI. RECOMMENDATION OF THE DEBTORS

In the opinion of the Debtors, the Plan is preferable to the alternatives described in this Disclosure Statement because it provides for a larger distribution to the Holders of Allowed Claims and Allowed Interests than would otherwise result in a liquidation under chapter 7 of the Bankruptcy Code. In addition, any alternative other than Confirmation of the Plan could result in extensive delays and increased administrative expenses resulting in smaller distributions to Holders of Allowed Claims and Allowed Interests than proposed under the Plan. Accordingly, the Debtors recommend that Holders of Claims entitled to vote on the Plan support Confirmation of the Plan and vote to accept the Plan.

Dated: February 1, 2021 LE TOTE, INC. on behalf of itself and all other Debtors

/s/ Ed Kremer Ed Kremer Chief Restructuring Officer Le Tote, Inc.

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EXHIBIT A

Second Amended Plan

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Jointly Administered) )

SECOND AMENDED JOINT CHAPTER 11 PLAN OF LE TOTE, INC. AND ITS DEBTOR AFFILIATES

NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST, AND THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES.

Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice) Co-Counsel to the Debtors and Debtors in Possession Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

Dated: February 1, 2021

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/letote/. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 92 of 220

TABLE OF CONTENTS

CONTENTS

INTRODUCTION ...... 1

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW...... 1 A. Defined Terms...... 1 B. Rules of Interpretation...... 12 C. Computation of Time...... 13 D. Governing Law...... 13 E. Reference to Monetary Figures...... 13 F. Controlling Document...... 13

ARTICLE II ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, AND PRIORITY TAX CLAIMS...... 14 A. Administrative Claims and Priority Tax Claims...... 14 B. Professional Compensation...... 14 C. Statutory Fees...... 15 D. TSA Shortfall Claim...... 15 E. Independent Director Fee Claims...... 16

ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS...... 16 A. Summary of Classification...... 16 B. Treatment of Claims and Interests...... 16 C. Special Provision Governing Unimpaired Claims...... 19 D. Elimination of Vacant Classes...... 19 E. Voting Classes; Presumed Acceptance by Non-Voting Classes...... 19 F. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code...... 19 G. Subordinated Claims...... 19 H. Controversy Concerning Impairment...... 19

ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN...... 20 A. General Settlement of Claims...... 20 B. The HBC Settlement...... 20 C. Cancellation of Securities and Agreements...... 20 D. Exemption from Certain Taxes and Fees...... 20 E. Sources of Plan Consideration and Priority Waterfall...... 21 F. Restructuring Transactions...... 21 G. Corporate Action...... 21 H. Post-Effective Date Debtors...... 22 I. Plan Administrator...... 22 J. Wind Down...... 24 K. Continued HBC Support...... 24 L. Dissolution and Board of Directors...... 25 M. Management Payments...... 26 N. Effectuating Documents; Further Transactions...... 26 O. Preservation of Causes of Action...... 26 P. Closing the Chapter 11 Cases...... 26

ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...... 27 A. Assumption and Rejection of Executory Contracts and Unexpired Leases...... 27 B. Claims Based on Rejection of Executory Contracts or Unexpired Leases...... 27 C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases...... 27

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D. D&O Policies...... 28 E. Indemnification Obligations...... 28 F. Termination Agreements...... 29 G. Modifications, Amendments, Supplements, Restatements, or Other Agreements...... 29 H. Reservation of Rights...... 29 I. Nonoccurrence of Effective Date...... 29

ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS...... 29 A. Timing and Calculation of Amounts to Be Distributed...... 29 B. Rights and Powers of the Disbursing Agent...... 30 C. Delivery of Distributions and Undeliverable or Unclaimed Distributions...... 30 D. Compliance with Tax Requirements/Allocations...... 31 E. Allocation of Plan Distributions Between Principal and Interest...... 32 F. Setoffs and Recoupment...... 32 G. Claims Paid or Payable by Third Parties...... 32 H. Indefeasible Distributions...... 33

ARTICLE VII PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS ...... 33 A. Allowance of Claims and Interests...... 33 B. Claims and Interests Administration Responsibilities...... 33 C. Estimation of Claims and Interests...... 33 D. Adjustment to Claims or Interests without Objection...... 34 E. Time to File Objections to Claims...... 34 F. Disallowance of Claims...... 34 G. Amendments to Claims...... 34 H. No Distributions Pending Allowance...... 34 I. Distributions After Allowance...... 34 J. Single Satisfaction of Claims...... 35

ARTICLE VIII SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS ...... 35 A. Discharge of Claims and Termination of Interests...... 35 B. Term of Injunctions or Stays...... 35 C. Release of Liens...... 35 D. Releases by the Debtors...... 36 E. Releases by Holders of Claims and Interests...... 36 F. Exculpation...... 37 G. Injunction...... 38 H. Limited Substantive Consolidation...... 38 I. Protection Against Discriminatory Treatment...... 39 J. Recoupment...... 39 K. Subordination Rights...... 39 L. Reimbursement or Contribution...... 39

ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE.39 A. Conditions Precedent to the Effective Date...... 39 B. Waiver of Conditions...... 40 C. Substantial Consummation...... 40 D. Effect of Non-Occurrence of Conditions to the Effective Date...... 41

ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN...... 41 A. Modification and Amendments...... 41 B. Effect of Confirmation on Modifications...... 41 C. Revocation or Withdrawal of the Plan...... 41

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ARTICLE XI RETENTION OF JURISDICTION...... 41

ARTICLE XII MISCELLANEOUS PROVISIONS ...... 43 A. Immediate Binding Effect...... 43 B. Additional Documents...... 43 C. Payment of Statutory Fees...... 43 D. Dissolution of Statutory Committees...... 44 E. Reservation of Rights...... 44 F. Successors and Assigns...... 44 G. Service of Documents...... 44 H. Enforcement of Confirmation Order...... 45 I. Compensation and Benefits Programs...... 45 J. Entire Agreement...... 45 K. Exhibits...... 46 L. Nonseverability of Plan Provisions...... 46 M. Votes Solicited in Good Faith...... 46 N. Waiver...... 46

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INTRODUCTION

Capitalized terms used in this chapter 11 plan shall have the meanings set forth in Article I.A. The Debtors propose this joint chapter 11 Plan. The Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The classifications of Claims and Interests is set forth in Article III of the Plan. Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations, projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, and certain related matters.

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms.

As used in this Plan, capitalized terms have the meanings and effect as set forth below.

1. “9019 Motion” means the Debtors’ (I) Motion for Entry of an Order (A) Authorizing and Approving the HBC Settlement By and Among the Debtors and the HBC Secured Parties and (B) Granting Related Relief and (II) Objection to the Motion of the Official Committee of Unsecured Creditors for Entry of an Order Authorizing the Committee to Prosecute Certain Claims, Challenges, and Causes of Action Related to the HBC Secured Parties [Docket No. 796]

2. “9019 Order” means the Bankruptcy Court order approving the 9019 Motion Filed at Docket No. [●].

3. “ABL Agent” means Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent under the ABL Credit Agreement.

4. “ABL Credit Agreement” means that certain Credit Agreement, dated as of November 8, 2019 (as amended by Amendment No. 1 to the Credit Agreement, dated as of January 9, 2020, and Amendment No. 2 to the Credit Agreement, dated as of March 23, 2020, and as further amended, restated, supplemented, or otherwise modified from time to time), by and among Le Tote., as lead borrower, French Tote, Le Tote, LLC and L&T, as additional borrowers, LT Card, as guarantor party thereto, the ABL Agent, and the ABL Lenders.

5. “ABL Lenders” means each of the lenders from time to time party to the ABL Credit Agreement.

6. “ABL Termination Agreement” means that certain agreement dated December 21, 2020, by and between ABL Agent and the Debtors documenting the repayment in full and termination of the ABL Credit Agreement.

7. “Administrative Claim Objection Bar Date” means the deadline for filing objections to requests for payment of Administrative Claims (other than (x) requests for payment of Professional Fee Claims and (y) Administrative Claims that are Allowed pursuant to the Plan), which shall be the later of (a) 60 days after the Effective Date and (b) 60 days after the Filing of the applicable request for payment of the Administrative Claims; provided that the Administrative Claim Objection Bar Date may be extended by the Bankruptcy Court after notice and a hearing.

8. “Administrative Claim” means a Claim against any of the Debtors for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates; (b) Professional Fee Claims; (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United States Code; (d) the TSA Shortfall Claim; and (e) the Independent Director Fee Claims.

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9. “Administrative Claims Bar Date Order” means the Order (I) Setting a Bar Date for Filing of Administrative Claims, (II) Establishing Administrative Claims Procedures, (III) Approving the Form and Manner of Filing Proofs of Administrative Claims, (IV) Approving Notice of the Administrative Claims Bar Date, and (V) Granting Related Relief, entered at Docket No. 600, establishing a bar date for certain Administrative Claims.

10. “Administrative Claims Bar Date” means the applicable deadline by which all requests for Administrative Claims (other than Professional Fee Claims) must be Filed and served on the Debtors, which is either (i) with respect to Administrative Claims subject to the Administrative Claims Bar Date Order, January 4, 2021, at 4:00 p.m., prevailing Eastern Time, (ii) with respect to all other Administrative Claims (other than Professional Fee Claims, the TSA Shortfall Claim, and the Independent Director Fee Claims), 30 days after the Effective Date, or (iii) with respect to Professional Fee Claims, 45 days after the Effective Date; provided that Filing a request for payment of Administrative Claims is not required where the Plan, Bankruptcy Code, or a Final Order does not requires such Filing.

11. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code as if such Entity were a debtor in a case under the Bankruptcy Code.

12. “Allowed” means, with respect to any Claim, except as otherwise provided herein: (a) a Claim that is evidenced by a Proof of Claim Filed by the Claims Bar Date (or such other date as agreed by the Debtors pursuant to the Bar Date Order) or a request for payment of an Administrative Claim Filed by the Administrative Claims Bar Date (or for which Claim a Proof of Claim or request for payment of Administrative Claim is not or shall not be required to be Filed under the Plan, the Bankruptcy Code, the Bar Date Order, or pursuant to a Final Order); (b) a Claim that is listed in the Schedules as not contingent, not unliquidated, and not disputed, and for which no contrary or superseding Proof of Claim, as applicable, has been timely Filed; or (c) a Claim allowed pursuant to the Plan or a Final Order; provided that with respect to a Claim described in clause (a) or (b) above, such Claim shall be considered Allowed only if and to the extent that, with respect to such Claim, no objection to the allowance thereof is interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court or such an objection is so interposed and the Claim has been Allowed by a Final Order. Except as otherwise specified in the Plan or any Final Order, and except for any Claim that is Secured by property of a value in excess of the principal amount of such Claim, the amount of an Allowed Claim shall not include interest on such Claim from and after the Petition Date. Notwithstanding anything to the contrary herein, no Claim of any Entity from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed Allowed, unless and until such Entity or transferee has paid the amount, or turned over any such property, for which such Entity or transferee is liable under sections 522(i), 542, 543, 550, or 553 of the Bankruptcy Code. For the avoidance of doubt, a Proof of Claim Filed after the Claims Bar Date or a request for payment of an Administrative Claim Filed after the Administrative Claims Bar Date shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow” and “Allowing” shall have correlative meanings.

13. “Asset Purchase Agreement” means that certain asset purchase agreement, dated as of October 16, 2020, by and among the Debtors, as sellers, and Saadia Group LLC, as purchaser.

14. “Asset Sale” means the asset sale implemented pursuant to the Asset Purchase Agreement and approved by the Sale Order.

15. “Available Cash” means all Cash of the Debtors or Post-Effective Date Debtors, as applicable, on or after the Effective Date and thereafter all Cash of the Debtors and Post-Effective Date Debtors from all sources, including, without limitation, the revenues and proceeds of the Asset Sale and proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date, including the Commercial Tort Proceeds and Urban Proceeds, available for use and distribution in accordance with the priorities set forth herein.

16. “Avoidance Actions” means any and all causes of action to avoid a transfer of property or an obligation incurred by any of the Debtors arising under sections 542, 544, 545, and 547 through and including 553 of the Bankruptcy Code or other similar or related Law.

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17. “Ballot” means the form of ballot approved by the Bankruptcy Court and distributed to Holders of Impaired Claims entitled to vote on the Plan on which is to be indicated the acceptance or rejection of the Plan.

18. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532.

19. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia, or such other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of reference under 28 U.S.C. § 157, the United States District Court for the Eastern District of Virginia.

20. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as applicable to the Chapter 11 Cases, and the general, local, and chambers rules of the Bankruptcy Court.

21. “Bar Date Order” means the order of the Bankruptcy Court entered on August 27, 2020 [Docket No. 253].

22. “Business Day” means any day, other than a Saturday, Sunday, or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).

23. “Cash” means the legal tender of the United States of America or the equivalent thereof, including bank deposits and checks.

24. “Causes of Action” means any and all actions, claims (as such term is defined in section 101(5) of the Bankruptcy Code), causes of action, controversies, demands, rights, actions, Liens, indemnities, interests, guaranties, suits, obligations, liabilities, damages, judgments, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. For the avoidance of doubt, “Causes of Action” includes: (a) any rights of setoff, counterclaims, or recoupments and any claims for breach of contract or for breach of duties imposed by law or in equity; (b) any and all claims based on or relating to, or in any manner arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of state or federal Law or breach of any duty imposed by law or in equity, including securities laws, negligence, and gross negligence; (c) any and all rights to dispute, object to, compromise, or seek to recharacterize, reclassify, subordinate or disallow Claims or Interests; (d) any and all Claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any and all claims or defenses including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; (f) any and all state or foreign Law fraudulent transfer or similar claims; and (g) any Avoidance Action.

25. “Chapter 11 Cases” means, when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and when used with reference to all of the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy Court.

26. “Claim” means any claim, as such term is defined in section 101(5) of the Bankruptcy Code, against any of the Debtors, whether or not assessed or Allowed.

27. “Claims Bar Date” means the applicable bar date by which Proofs of Claim must be Filed, as established by a Final Order of the Bankruptcy Court or the Plan; provided that if there is a conflict relating to the bar date for a particular Claim, the Plan shall control.

28. “Claims Objection Bar Date” means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Post-Effective Date Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

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29. “Claims Register” means the official register of Claims against the Debtors maintained by the clerk of the Bankruptcy Court or the Notice and Claims Agent.

30. “Class” means a category of holders of Claims or Interests as set forth in Article III of the Plan under section 1122(a) of the Bankruptcy Code.

31. “Collateral” means any property or interest in property of the Estate of any Debtor subject to a Lien, charge, or other encumbrance to secure the payment or performance of a Claim, which Lien, charge, or other encumbrance is not subject to a Final Order ordering the remedy of avoidance of any such Lien, charge, or other encumbrance.

32. “Commercial Tort Claims” means any commercial tort claims or Causes of Action owned by the Debtors arising on or before the Petition Date that remained outstanding as of the Petition Date, including those asserted in the Urban Outfitters Litigation, other than Causes of Action released pursuant to the Plan.

33. “Commercial Tort Proceeds” means the Cash proceeds, if any, of any Commercial Tort Claims, less any fees, expenses, and disbursements of the Plan Administrator in excess of the amount set forth in the Wind-Down Budget for the purposes set forth in of the Plan, including any fees, expenses, and disbursements associated with the prosecution of Commercial Tort Claims, if any.

34. “Committee” means the statutory committee of unsecured creditors, appointed on August 12, 2020 in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee [Docket No. 177].

35. “Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.

36. “Confirmation Hearing” means the hearing(s) before the Bankruptcy Court under section 1128 of the Bankruptcy Code at which the Debtors shall seek entry of the Confirmation Order.

37. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code.

38. “Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11 Cases.

39. “Consultant Agreement” means that certain store closing agreement by and among the Debtors and Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC to conduct store closing sales at all 38 Lord & Taylor stores.

40. “Consummation” means the occurrence of the Effective Date.

41. “Containers” means the approximately 300 trailers and other pieces of other trucking equipment located outside certain of the Debtors’ stores and certain of the HBC Parties’ facilities.

42. “Contract Rejection Orders” means any order rejecting Executory Contracts or Unexpired Leases pursuant to the Order (I) Authorizing and Approving Procedures to Reject or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief Filed at Docket No. 267.

43. “Credit Agreement Documents” means the Credit Agreements and all other agreements, documents, and instruments related thereto, including any guaranty agreements, pledge and collateral agreements, intercreditor agreements, subordination agreements, and other security agreements.

44. “Credit Agreements” means the ABL Credit Agreement, the Term Loan Credit Agreement, and the Seller Note.

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45. “Cure Claim” means a monetary Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under any Executory Contract or Unexpired Lease at the time such contract or lease is assumed by such Debtor pursuant to section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

46. “Cure Notice” means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

47. “Cure/Assumption Objection Deadline” means the date that is 14 days after filing of the Schedule of Assumed Executory Contracts and Unexpired Leases and service of the Cure Notice; provided that if any Executory Contract or Unexpired Lease is added to the Schedule of Assumed Executory Contracts and Unexpired Leases after the filing of the initial Schedule of Assumed Executory Contracts and Unexpired Leases, or an Executory Contract or Unexpired Lease proposed to be assumed by the Debtors or Post-Effective Date Debtors is proposed to be assigned to a third party after the filing of the initial Schedule of Assumed Executory Contracts and Unexpired Leases, then the Cure/Assumption Objection Deadline with respect to such Executory Contract or Unexpired Lease shall be the earlier of (a) 14 days after service of the amended Schedule of Assumed Executory Contracts and Unexpired Leases with such modification and (b) the date of the scheduled Confirmation Hearing.

48. “D&O Policies” means all insurance policies (including any “tail policy” or run-off endorsement) that have been issued at any time to any of the Debtors as a first named insured providing directors’, members’, trustees’, officers’, or managers’ liability coverage.

49. “Debtor” means one or more of the Debtors, as debtors and debtors in possession, each in its respective individual capacity as a debtor and debtor in possession in the Chapter 11 Cases.

50. “Debtors” means, collectively: (a) Le Tote, Inc.; (b) French Tote LLC; (c) Le Tote, LLC; (d) Lord & Taylor LLC; and (e) LT Card Company LLC.

51. “Disbursing Agent” means the Debtors or the Plan Administrator (as applicable), or the Entity or Entities selected by the Debtors or the Plan Administrator to make or facilitate distributions contemplated under the Plan, which will be identified in the Plan Supplement.

52. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and schedules thereto.

53. “Disputed” means, with respect to a Claim or Interest, a Claim or Interest that is not yet Allowed or disallowed.

54. “Distributable Cash” means all Available Cash, after giving effect to the funding of the Priority Claims Reserve, the Professional Fee Escrow Account, and the Wind Down Reserve and the reserve or payment in full of all Other Secured Claims, the TSA Shortfall Claim, and the Independent Director Fee Claims.

55. “Distribution Record Date” means the record date for purposes of determining which Holders of Allowed Claims against or Allowed Interests in the Debtors are eligible to receive distributions under the Plan, which shall be the later of (a) thirty-days after the Effective Date or (b) such other date as designated in a Final Order of the Bankruptcy Court.

56. “Distribution Reserve Accounts” means the Priority Claims Reserve, and the Wind-Down Reserve established pursuant to this Plan.

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57. “Effective Date” means, with respect to the Plan and any applicable Debtors, the date that is the first Business Day after the Confirmation Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.

58. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

59. “Estate” means, as to each Debtor, the estate created for such Debtor pursuant to sections 301 and 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

60. “Exculpated Party” means, collectively: (a) the Debtors and Post-Effective Date Debtors; (b) the Plan Administrator; (c) the ABL Agent; (d) the ABL Lenders; (e) the Term Loan Agent; (f) the Term Loan Lenders; (e) the Committee and each of its members; (f) the HBC Parties; (g) the HBS Parties; (h) each current and former Affiliate of each Entity in clause (a) through the following clause (i); and (i) each Related Party of each Entity in clause (a) through this clause (i), each in their capacity as such.

61. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption, assumption and assignment, or rejection under section 365 or 1123 of the Bankruptcy Code.

62. “Federal Judgment Rate” means the federal judgment interest rate in effect as of the Petition Date calculated as set forth in the 1961 Judicial Code.

63. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Notice and Claims Agent or the Bankruptcy Court.

64. “Final Order” means an order of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, modified or amended, that is not stayed, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order could be appealed or from which certiorari could be sought or the new trial, reargument or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice; provided that the possibility that a motion under rule 60 of the Federal Rules of Civil Procedure or any comparable Bankruptcy Rule may be filed relating to such order or judgment shall not cause such order or judgment to not be a Final Order.

65. “Financed Master Lease” means that certain amended and restated lease governing 24 store locations, dated as of July 22, 2015, by and among Lord & Taylor, as tenant, and the 24 wholly-owned affiliates of HBS Global Properties LLC as landlords, which was assumed and assigned to LT Propco LLC or its designee as of December 31, 2020 pursuant to the Order of the Court Filed at Docket No. [●].

66. “General Unsecured Claim” means any unsecured Claim that is not: (a) paid in full prior to the Effective Date pursuant to an order of the Bankruptcy Court; (b) an Administrative Claim; (c) an Intercompany Claim; (d) an Other Priority Claim; (e) a Priority Tax Claim; (f) a Professional Fee Claim; (g) a Seller Note Secured Claim; or (h) a Section 510(b) Claim.

67. “Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code.

68. “HBC Indemnification Claim” means a claim, if any, by the HBC Parties against the Debtors or the Post-Effective Date Debtors, as the case may be, pursuant to the Le Tote APA and Article V.E herein.

69. “HBC Parties” means, collectively, HBC US Propco Holdings LLC and HBC US Holdings Inc.

70. “HBC Settlement” means the settlement between the Debtors and the HBC Parties pursuant to Bankruptcy Rule 9019 as set forth in the Settlement Term Sheet and approved by the 9019 Order.

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71. “HBS Parties” means HBS Global Properties LLC and each of its 24 wholly-owned subsidiaries that are landlords under the Financed Master Lease.

72. “Holder” means an Entity holding a Claim against or an Interest in a Debtor, as applicable.

73. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

74. “Independent Director Fee Claims” means all unpaid fees and expenses as of the Effective Date due to the Independent Directors pursuant to their respective director agreements with the Debtors.

75. “Independent Directors” means Pamela B. Corrie and Matthew R. Kahn.

76. “Initial Distribution Date” means the date on which the Debtors or the Disbursing Agent, as applicable, make initial distributions to Holders of Allowed Claims pursuant to the Plan.

77. “Intercompany Claim” means any Claim against a Debtor held by another Debtor.

78. “Intercompany Interest” means, other than an Interest in Le Tote, any Interest held by a Debtor in another Debtor.

79. “Interest” means the common stock, preferred stock, limited liability company interests, equity security (as defined in section 101(16) of the Bankruptcy Code), and any other equity, ownership, or profits interests of any Debtor, and options, warrants, rights, or other securities or agreements to acquire the common stock (including convertible debt), preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (whether or not arising under or in connection with any employment agreement).

80. “Interim Compensation Order” means the order of the Bankruptcy Court establishing procedures for interim compensation and reimbursement of expenses for professionals (as amended, modified or supplemented from time to time in accordance with the terms thereof).

81. “Investigation” means the investigation into certain potential claims and Causes of Action held by the Debtors’ Estates conducted by the independent directors of Le Tote.

82. “KEIP Order” means the order of the Bankruptcy Court approving the Debtors’ key employee incentive plan Filed at Docket No. 395.

83. “Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including the Bankruptcy Court).

84. “Le Tote APA” means that certain asset purchase agreement, dated August 27, 2019, by and between Le Tote and the HBC Parties.

85. “Le Tote Interests” means any Interests in Le Tote.

86. “Le Tote” means Le Tote, Inc.

87. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.

88. “Local Bankruptcy Rules” means the Local Bankruptcy Rules of the United States Bankruptcy Court for the Eastern District of Virginia.

89. “Lord & Taylor” means Lord & Taylor LLC.

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90. “Notice and Claims Agent” means Bankruptcy Management Solutions, Inc. d/b/a Stretto, solely in its capacity as notice, claims, and solicitation agent for the Debtors in the Chapter 11 Cases.

91. “Other Priority Claim” means any Claim against any of the Debtors other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

92. “Other Secured Claim” means any Secured Claim (including Secured Tax Claims) against any of the Debtors, other than a Seller Note Secured Claim.

93. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

94. “Petition Date” means the date on which the Debtors commenced the Chapter 11 Cases.

95. “Plan Administrator Assets” means on the Effective Date, all assets of the Estates vested in the Post-Effective Date Debtors to be administered by Plan Administrator, and, thereafter, all assets held from time to time by Post-Effective Date Debtors to be administered by Plan Administrator.

96. “Plan Administrator Oversight Board” means the board charged with overseeing the Plan Administrator.

97. “Plan Administrator” means the Person or Entity, or any successor thereto, designated by the Debtors, in consultation with the Committee and the HBC Parties, to administer the Plan Administrator Assets.

98. “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan (as may be altered, amended, modified, or supplemented from time to time in accordance with the terms hereof and in accordance with the Bankruptcy Code and Bankruptcy Rules) to be Filed at least ten (10) days prior to the Voting Deadline and additional documents or amendments to previously Filed documents, Filed before the Confirmation Date as amendments to the Plan Supplement, or such later date as may be approved by the Bankruptcy Court, including the following, as applicable: (a) Schedule of Assumed Executory Contracts and Unexpired Leases, if any; (b) the Contract Rejection Orders; (c) the identity of the Plan Administrator and the terms of compensation of the Plan Administrator; (d) Schedule of Retained Causes of Action; (e) the Wind-Down Budget; (f) the identity of the Disbursing Agent; and (g) any other necessary documentation related to the Restructuring Transactions.

99. “Plan” means this chapter 11 plan, including all exhibits, supplements (including the Plan Supplement), appendices, and schedules (as amended, modified or supplemented from time to time in accordance with the terms hereof).

100. “Post-Effective Date Debtors” means the Debtors after the Effective Date or the Plan Administrator, as applicable.

101. “Preference Action” means any and all claims or defenses of the Debtors or Post-Effective Date Debtors arising under section 547 of the Bankruptcy Code related to payments or transfers made within 90 days of the Petition Date (but excluding claims or defenses arising under section 547 of the Bankruptcy Code brought as counterclaims or defenses to Claims asserted against the Debtors).

102. “Priority Claims Reserve Amount” means an amount equal to the total amount of Allowed Priority Claims (except for Professional Fee Claims, the TSA Shortfall Claim, and the Independent Director Fee Claims), and Disputed Priority Claims estimated by the Debtors in good faith (in consultation with HBC Parties and the Committee) to become Allowed Priority Claims.

103. “Priority Claims Reserve” means the account to be established and maintained by the Plan Administrator and funded with the Priority Claims Reserve Amount for distribution to the Holders of Administrative Claims and Priority Claims (except for Professional Fee Claims, the TSA Shortfall Claim, and the Independent Director Fee Claims) as set forth in Article II.A.

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104. “Priority Claims” means, collectively, Administrative Claims, Priority Tax Claims, and Other Priority Claims.

105. “Priority Tax Claim” means any Claim against the Debtors of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

106. “Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or Interests in that Class.

107. “Professional Fee Claim” means any Administrative Claim for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Confirmation Date to the extent such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

108. “Professional Fee Escrow Account” means an interest-bearing account in an amount equal to the total Professional Fee Escrow Amount funded by the Debtors or Post-Effective Date Debtors, as applicable, on the Effective Date.

109. “Professional Fee Escrow Amount” means the aggregate amount of Professional Fee Claims that the Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Effective Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.B of this Plan.

110. “Professional” means an Entity (other than an Ordinary Course Professional): (a) employed, or proposed to be employed prior to the Confirmation Date, in the Chapter 11 Cases pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date pursuant to sections 327, 328, 329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement has been Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

111. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

112. “Propco Lease” means that certain amended and restated lease governing four store locations, dated as of November 6, 2019, by and among Lord & Taylor, as tenant, and LT Propco LLC, as landlord, which was rejected as of December 31, 2020 pursuant to the Order of the Court Filed at Docket No. 744.

113. “Quarterly Distribution Date” means the first Business Day after the end of each quarterly calendar period (i.e., March 31, June 30, September 30, and December 31 of each calendar year) occurring after the Effective Date.

114. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code.

115. “Related Party” means, each of, and in each case in its capacity as such, current and former directors, managers, officers, investment committee members, special or other committee members, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or funds, predecessors, participants, successors, assigns, subsidiaries, Affiliates, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, and other professionals and advisors and any such Person’s or Entity’s respective heirs, executors, estates, and nominees.

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116. “Released Parties” means, collectively, and in each case, in their respective capacities as such: (a) the Debtors and Post-Effective Date Debtors; (b) the ABL Agent; (c) the ABL Lenders; (d) the Term Loan Agent; (e) the Term Loan Lenders; (f) the HBC Parties; (g) the HBS Parties; (h) the Committee and each of its members; (i) each current and former Affiliate of each Entity in clause (a) through the following clause (j); and (j) each Related Party of each Entity in clause (a) through this clause (j), each in their capacity as such (unless any such Entity or Related Party has opted out of the releases contained in Article VIII.E of the Plan, in which case such Entity or Related Party, as applicable, shall not be a Released Party).

117. “Released Preference Action Parties” means, each of, and in each case in its capacity as such, Holders of General Unsecured Claims against which the Debtors possess Preference Actions.

118. “Releasing Parties” means, collectively, and in each case, in their respective capacities as such: (a) the Debtors and Post-Effective Date Debtors; (b) the ABL Agent; (c) the ABL Lenders; (d) the Term Loan Agent; (e) the Term Loan Lenders; (f) the HBC Parties; (g) the HBS Parties; (h) all Holders of Claims or Interests who vote to accept the Plan; (i) all Holders of Claims or Interests that are deemed to accept the Plan; (j) all Holders of Claims or Interests that abstain from voting on the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable form indicating that they opt not to grant the releases provided in the Plan; (k) all Holders of Claims or Interests that vote to reject the Plan or are deemed to reject the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable form indicating that they opt not to grant the releases provided in the Plan; (l) each current and former Affiliate of each Entity in clause (a) through the following clause (m); and (m) each Related Party of each Entity in clause (a) through this clause (m), each in their capacity as such.

119. “Residual Reserves” means (a) any amounts remaining in the Professional Fee Escrow Account after payment in full of all Allowed Professional Fee Claims, (b) any amounts remaining in the Priority Claims Reserve after payment in full of all Allowed Priority Claims and Allowed Administrative Claims (other than Professional Fee Claims, the TSA Shortfall Claim, and the Independent Director Fee Claims) and/or (c) any amounts remaining in the Wind-Down Reserve after entry of a final decree closing the last of the Chapter 11 Cases. In each case, the term Residual Reserves shall include amounts determined in good faith by the Plan Administrator, in consultation with the HBC Parties, to be in excess of those required to be maintained in the Professional Fee Escrow Account, the Priority Claims Reserve, or the Wind-Down Reserve as of any particular time following the Effective Date,

120. “Restructuring Transactions” means the transactions described in Article IV.F.

121. “Retained Causes of Action” means those Causes of Action, which may include Commercial Tort Claims, that shall vest in the Post-Effective Date Debtors on the Effective Date. For the avoidance of doubt, Retained Causes of Action shall not include any Causes of Action that are settled, released, or exculpated under the Plan.

122. “Sale Order” means the Order (A) Approving the Asset Purchase Agreement, (B) Authorizing the Sale of Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (C) Authorizing the Assumption and Assignment of Contracts and Leases, and (D) Granting Related Relief [Docket No. 473].

123. “Schedule of Assumed Executory Contracts and Unexpired Leases” means the schedule (including any amendments or modifications thereto), if any, of the Executory Contracts and Unexpired Leases to be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor pursuant to the Plan.

124. “Schedule of Retained Causes of Action” means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

125. “Schedules” means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code.

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126. “Section 510(b) Claim” means any Claim that is subordinated under section 510(b) of the Bankruptcy Code.

127. “Secured Tax Claim” means any Secured Claim against any of the Debtors that, absent its Secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

128. “Secured” or “Secured Claim” means, when referring to a Claim, a Claim that is: (a) secured by a Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code; or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code to the extent of the value of such right of setoff.

129. “Securities Act” means the U.S. Securities Act of 1933.

130. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.

131. “Seller Note Documents” means any notes, certificates, agreements, security agreements, documents, or instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the Seller Note.

132. “Seller Note Secured Claim” means any Claim, other than a Claim under the Transition Services Agreement, arising out of, under, or in connection with the Seller Note and the Seller Note Documents and shall include any HBC Indemnification Claim and certain prepetition common area maintenance and real estate tax payments as described in the Settlement Term Sheet.

133. “Seller Note” means that certain promissory note, dated as of November 8, 2019, issued by Le Tote to HBC US Propco Holdings LLC with a maturity of November 8, 2021.

134. “Settlement Term Sheet” means that certain term sheet documenting the HBC Settlement attached as Exhibit D to the Disclosure Statement and approved by the 9019 Order.

135. “Store Closing Sales” means the store closing sales implemented by the Debtors in accordance with section 363 of the Bankruptcy Code and the Consultant Agreement as approved by the Bankruptcy Court.

136. “Term Loan Agent” means TCG BDC, Inc., in its capacity as administrative and collateral agent under the Term Loan Credit Agreement.

137. “Term Loan Credit Agreement” means that certain Term Loan Agreement, dated as of November 8, 2019 (as amended by Amendment No. 1 to the Term Loan Agreement, dated as of January 9, 2020, and Amendment No. 2 to the Term Loan Agreement, dated as of March 23, 2020, and as further amended, restated, supplemented, or otherwise modified from time to time), by and among Le Tote., as lead borrower, French Tote, Le Tote, LLC and L&T, as additional borrowers, LT Card, as guarantor party thereto, the Term Loan Agent, and the Term Loan Lenders.

138. “Term Loan Lenders” means each of the lenders from time to time party to the Term Loan Credit Agreement.

139. “Term Loan Termination Agreement” means that certain agreement dated December 17, 2020, by and between Term Loan Agent and the Debtors documenting the repayment in full and termination of the Term Loan Credit Agreement.

140. “Termination Agreements” means each of the ABL Termination Agreement and Term Loan Termination Agreement.

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141. “Transition Services Agreement” means that certain transition services agreement, dated as of November 8, 2019, and as amended from time to time, by and among Le Tote and the HBC Parties.

142. “TSA Shortfall Claim” means certain incremental amounts due under the Transition Services Agreement pursuant to the HBC Settlement for November and December 2020, which total $1,484,762.

143. “U.S. Person” has the meaning given to such term in rule 902 promulgated under the Securities Act.

144. “U.S. Trustee” means the Office of the United States Trustee for the Eastern District of Virginia.

145. “Undeliverable Distribution” means any distribution under the Plan on account of an Allowed Claim to a Holder that has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Debtors of an intent to accept a particular distribution; (c) responded to the Debtors’ requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.

146. “Unexpired Lease” means a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

147. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

148. “Urban Outfitters Litigation” means that certain litigation captioned Le Tote, Inc. v. Urban Outfitters, Inc., No. 20 Civ. 3009 (E.D. Pa.).

149. “Urban Proceeds” means the Cash proceeds, if any, of the Urban Outfitters Litigation, less any fees, expenses, and disbursements of the Debtors associated with the prosecution of the Urban Outfitters Litigation.

150. “Voting Deadline” means March 10, 2021 at 5:00 p.m. (prevailing Eastern Time).

151. “Voting Report” means the report certifying the methodology for the tabulation of votes and results of voting under the Plan, prepared and filed by the Notice and Claims Agent.

152. “Waterfall Recovery” means distributions under the Plan in accordance with the priorities set forth in Article IV.E.

153. “Wind Down” means the wind down and dissolution of the Debtors’ Estates as set forth in Article IV.J.

154. “Wind-Down Amount” means Cash in an amount set forth in the Wind-Down Budget to be determined by the Debtors, subject to the approval of the HBC Parties and in consultation with the Committee, which amount shall be funded out of Available Cash.

155. “Wind-Down Budget” means that certain budget governing the fees, expenses, and disbursements required for the Wind Down.

156. “Wind-Down Reserve” means the account to be established and maintained by the Plan Administrator and funded with the Wind-Down Amount to fund the Wind-Down in accordance with Article IV.J and for Plan Administrator purposes in accordance with Article IV.I.

B. Rules of Interpretation.

For purposes of the Plan: (i) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) unless otherwise specified, any reference herein to a

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contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (iii) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (iv) unless otherwise specified, all references herein to “Articles” and “Sections” are references to Articles and Sections, respectively, hereof or hereto; (v) the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portion of the Plan; (vi) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation” (vii) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (viii) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (ix) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (x) references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (xi) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (xii) any effectuating provisions may be interpreted by the Debtors or the Plan Administrator in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, and such interpretation shall control; (xiii) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (xiv) except as otherwise provided in the Plan, any references to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter; and (xv) on and after the Effective Date, all references to the Debtors in this Plan shall be deemed references to the Post-Effective Date Debtors or the Plan Administrator, as applicable.

C. Computation of Time.

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

D. Governing Law.

Except to the extent the Bankruptcy Code or Bankruptcy Rules apply, and subject to the provisions of any contract, lease, instrument, release, indenture, or other agreement or document entered into expressly in connection herewith, the rights and obligations arising hereunder shall be governed by, and construed and enforced in accordance with the Laws of the State of New York, without giving effect to conflict of laws principles.

E. Reference to Monetary Figures.

All references in the Plan to monetary figures shall refer to the legal tender of the United States, unless otherwise expressly provided.

F. Controlling Document.

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan, the Disclosure Statement, and the Plan Supplement, the relevant Plan provision shall control (unless stated otherwise in such document or in the Confirmation Order). In the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control.

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ARTICLE II ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, AND PRIORITY TAX CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in Article III of the Plan.

A. Administrative Claims and Priority Tax Claims.

Except as otherwise provided in this Article II.A and except with respect to the TSA Shortfall Claim and the Independent Director Fee Claims, Administrative Claims that are Professional Fee Claims or subject to 11 U.S.C. § 503(b)(1)(D), requests for payment of Allowed Administrative Claims must be Filed and served on the Plan Administrator and/or Post-Effective Date Debtors no later than the applicable Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, and such Administrative Claims shall be deemed satisfied, settled, and released as of the Effective Date. Objections to such requests, if any, must be Filed and served on the Plan Administrator and/or Post-Effective Date Debtors and the requesting party on or before the Administrative Claim Objection Bar Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and prior Bankruptcy Court orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and satisfied in accordance with, an order of the Bankruptcy Court that becomes a Final Order.

Except with respect to the TSA Shortfall Claim and the Independent Director Fee Claims, Administrative Claims that are Professional Fee Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid in full in Cash from the Priority Claims Reserve the unpaid portion of its Allowed Administrative Claim on the latest of: (i) the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (ii) the date such Administrative Claim is Allowed or as soon as reasonably practicable thereafter; and (iii) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is reasonably practicable, or with respect to a Holder of a Priority Tax Claim, treated in accordance with section 1129(a)(9)(C) of the Bankruptcy Code; provided that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ businesses shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements and/or arrangements governing, instruments evidencing, or other documents relating to such transactions (and no requests for payment of such Administrative Claims must be Filed or served). Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.

The failure to object to Confirmation by a Holder of an Allowed Administrative Claim or Priority Tax Claim shall be deemed to be such Holder’s consent to receive treatment for such Claim that is different from that set forth in section 1129(a)(9) of the Bankruptcy Code. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.

B. Professional Compensation.

1. Final Fee Applications and Payment of Professional Fee Claims.

All final requests for payment of Professional Fee Claims incurred during the period from the Petition Date through the Confirmation Date shall be Filed no later than 45 days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy Rules, and prior orders of the Bankruptcy Court, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be promptly paid from the Professional Fee Escrow Account up to the full Allowed amount. To the extent that funds held in the Professional Fee Escrow Account are insufficient to satisfy the amount of Professional Fee Claims owing to the Professionals, such Professionals shall have an Allowed Administrative Claim for any such deficiency, and the Post-Effective Date

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Debtors or the Plan Administrator, as applicable, shall pay the full unpaid amount of such Allowed Administrative Claim in Cash.

2. Professional Fee Escrow Account.

On the Effective Date, the Post-Effective Date Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Post-Effective Date Debtors as soon as reasonably practicable after such Professional Fee Claims are Allowed. When all Allowed amounts owing to the Professionals have been paid in full, any amount remaining in the Professional Fee Escrow Account shall promptly be paid to the Post-Effective Date Debtors without any further action or order of the Bankruptcy Court, and shall thereupon become Distributable Cash.

3. Professional Fee Escrow Amount.

Professionals shall reasonably estimate their unpaid Professional Fee Claims, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Professional Fee Claims. If a Professional does not provide an estimate, the Debtors or Post-Effective Date Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

4. Post-Confirmation Date Fees and Expenses.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred by the Professionals. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Post-Effective Date Debtors or the Plan Administrator, as applicable, may employ and pay any professional in the ordinary course of business without any further notice to, or action, order, or approval of, the Bankruptcy Court.

5. Substantial Contribution.

Except as otherwise specifically provided in the Plan, any Entity that requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), or (5) of the Bankruptcy Code must File an application and serve such application on counsel for the Debtors, the Committee, and as otherwise required by the Bankruptcy Court, the Bankruptcy Code, and the Bankruptcy Rules, on or before the Voting Deadline.

C. Statutory Fees.

All fees due and payable pursuant to section 1930 of Title 28 of the United States Code before the Effective Date shall be paid by the Debtors. On and after the Effective Date, to the extent applicable, the Post- Effective Date Debtors shall pay and the Plan Administrator shall cause to be paid any and all such fees when due and payable, and shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each Post-Effective Date Debtor shall remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of the applicable Debtor’s Chapter 11 Case being closed, dismissed, or converted to a case under chapter 7 of the Bankruptcy Code.

D. TSA Shortfall Claim.

The TSA Shortfall Claim is Allowed. On the Effective Date and following the funding of the Priority Claim Reserve, the TSA Shortfall Claim shall be paid in full in Cash.

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E. Independent Director Fee Claims.

The Independent Director Fee Claims are Allowed. On the Effective Date and following the funding of the Priority Claim Reserve and payment in full in Cash of the TSA Shortfall Claim, the Independent Director Fee Claims shall be paid in full in Cash.

ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Summary of Classification.

This Plan constitutes a separate chapter 11 plan for each Debtor. Except for the Claims addressed in Article II (or as otherwise set forth herein), all Claims against and Interests in a particular Debtor are placed in Classes for each of the Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, the Debtors have not classified Administrative Claims, Priority Tax Claims, and Professional Fee Claims as described in Article II.

The categories of Claims and Interests listed below classify Claims and Interests for all purposes, including voting, Confirmation, and distribution pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems a Claim or Interest to be classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or an Interest is in a particular Class only to the extent that any such Claim or Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

Class Claim or Interest Status Voting Rights 1 Other Priority Claims Unimpaired Deemed to Accept 2 Other Secured Claims Unimpaired Deemed to Accept 3 Seller Note Secured Claims Impaired Entitled to Vote 4 General Unsecured Claims Impaired Entitled to Vote 5 Intercompany Claims Unimpaired / Impaired Deemed to Accept / Deemed to Reject 6 Intercompany Interests Unimpaired Deemed to Accept 7 Le Tote Interests Impaired Deemed to Reject 8 Section 510(b) Claims Impaired Deemed to Reject

B. Treatment of Claims and Interests.

Except to the extent that the Debtors or the Plan Administrator, as applicable, and a Holder of an Allowed Claim or Interest, as applicable, agrees to a less favorable treatment, such Holder shall receive under the Plan the treatment described below in full and final satisfaction, compromise, settlement, and release of and in exchange for such Holder’s Allowed Claim or Interest. Unless otherwise indicated, each Holder of an Allowed Claim or Interest, as applicable, shall receive such treatment on the later of (i) the Effective Date (or, if payment is not then due, in accordance with its terms in the ordinary course) or as soon as reasonably practicable thereafter, and (ii) the date on which such Holder’s Claim or Interest becomes Allowed.

1. Class 1—Other Priority Claims.

(a) Classification: Class 1 consists of all Other Priority Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Priority Claim, each Holder of an

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Allowed Other Priority Claim shall receive payment in full in Cash or other treatment rendering such Claim Unimpaired.

(c) Voting: Class 1 is Unimpaired. Holders of Other Priority Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

2. Class 2—Other Secured Claims.

(a) Classification: Class 2 consists of all Other Secured Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive, at the election of the Debtors:

(i) payment in full in Cash of such Allowed Other Secured Claim;

(ii) the Collateral securing such Allowed Other Secured Claim;

(iii) Reinstatement of such Allowed Other Secured Claim, notwithstanding any contractual provision or applicable non-bankruptcy Law that entitles the holder of such claim to demand or to receive payment prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of default; or

(iv) such other treatment rendering such Allowed Other Secured Claim Unimpaired.

(c) Voting: Class 2 is Unimpaired. Each Holder of a Class 2 Other Secured Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, each Holder of a Class 2 Other Secured Claim is not entitled to vote to accept or reject the Plan.

3. Class 3—Seller Note Secured Claims.

(a) Classification: Class 3 consists of the Seller Note Secured Claim.

(b) Allowance: The Seller Note Secured Claim shall be Allowed in the aggregate amount of $35,151,108.68 plus accrued and unpaid interest through the Petition Date and the amount of the HBC Indemnification Claims, if any.

(c) Treatment: On the Effective Date, except to the extent that the HBC Parties agree to less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for the Allowed Seller Note Secured Claim, each Holder of an Allowed Seller Note Secured Claim shall receive its Pro Rata share of the Distributable Cash allocated to the Seller Note Secured Claim, if any, pursuant to the Waterfall Recovery.

(d) Voting: Class 3 is Impaired. Holders of Allowed Seller Note Secured Claims are entitled to vote to accept or reject the Plan.

4. Class 4—General Unsecured Claims.

(a) Classification: Class 4 consists of all General Unsecured Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement,

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and release of and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Distributable Cash allocated to Allowed General Unsecured Claims, if any, pursuant to the Waterfall Recovery.

(c) Voting: Class 4 is Impaired. Holders of Allowed General Unsecured Claims are entitled to vote to accept or reject the Plan.

5. Class 5—Intercompany Claims.

(a) Classification: Class 5 consists of all Intercompany Claims.

(b) Treatment: In full and final satisfaction of each Allowed Intercompany Claim, each Allowed Intercompany Claim, unless otherwise provided for under the Plan, will either be Reinstated, distributed, contributed, set off, settled, cancelled and released or otherwise addressed at the option of the Debtors; provided, that no distributions shall be made on account of any such Intercompany Claims.

(c) Voting: Class 5 is either Unimpaired, and the Holders of Allowed Intercompany Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code, or Impaired, and the Holders of Allowed Intercompany Claims are deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan.

6. Class 6—Intercompany Interests.

(a) Classification: Class 6 consists of all Intercompany Interests.

(b) Treatment: In full and final satisfaction of each Allowed Intercompany Interest, each Intercompany Interest shall be Reinstated solely to maintain the Debtors’ corporate structure.

(c) Voting: Class 6 is Unimpaired. Holders of Intercompany Interests are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

7. Class 7—Le Tote Interests.

(a) Classification: Class 7 consists of all Le Tote Interests.

(b) Treatment: Each Allowed Le Tote Interest shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Le Tote Interests shall be entitled to any recovery or distribution under the Plan on account of such Interests.

(c) Voting: Class 7 is Impaired. Holders of Le Tote Interests are deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

8. Class 8—Section 510(b) Claims.

(a) Classification: Class 8 consists of all Section 510(b) Claims.

(b) Treatment: Section 510(b) Claims will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and each Holder of a Section 510(b) Claim will not receive any distribution on account of such Section 510(b) Claim. The

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Debtors are not aware of any valid Section 510(b) Claims and believe that no such Section 510(b) Claims exist.

(c) Voting: Class 8 is Impaired. Holders of Section 510(b) Claims are deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

C. Special Provision Governing Unimpaired Claims.

Except as otherwise provided in the Plan, nothing under the Plan shall affect, diminish, or impair the rights of the Debtors, as applicable, with respect to any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.

D. Elimination of Vacant Classes.

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

E. Voting Classes; Presumed Acceptance by Non-Voting Classes.

If a Class contains Claims eligible to vote and no Holder of Claims eligible to vote in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by the Holders of such Claims in such Class.

F. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.

Section 1129(a)(10) of the Bankruptcy Code is satisfied for purposes of Confirmation by acceptance of the Plan by at least one Impaired Class of Claims or Interests. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in accordance with Article X to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

G. Subordinated Claims.

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

H. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

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ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims.

Except as otherwise expressly provided herein, pursuant to section 1123 of the Bankruptcy Code, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, or otherwise resolved pursuant to the Plan. The Plan shall be deemed a motion, proposed by the Debtors, to approve the good-faith compromise and settlement of all such Claims, Interests, Causes of Action, and controversies, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable, and in the best interests of the Debtors and their Estates. Distributions made to Holders of Allowed Claims in any Class are intended to be final.

B. The HBC Settlement.

The HBC Settlement was approved pursuant to the 9019 Order. The Plan incorporates and implements the HBC Settlement, a compromise and settlement of numerous issues and disputes between and among the Debtors and the HBC Parties designed to achieve a reasonable and effective resolution of the Chapter 11 Cases. Except as otherwise expressly set forth herein, the HBC Settlement constitutes a settlement of all potential issues and Claims between and among the Debtors and the HBC Parties.

C. Cancellation of Securities and Agreements.

On the Effective Date, except as otherwise specifically provided for in the Plan: (i) the obligations of any Debtor under the Credit Agreement Documents and any certificate, share, note, bond, indenture, purchase right, or other instrument or document, directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest, equity, or portfolio interest in the Debtors or any warrants, options, or other securities exercisable or exchangeable for, or convertible into, debt, equity, ownership, or profits interests in the Debtors giving rise to any Claim or Interest shall be canceled and deemed surrendered as to the Debtors and shall not have any continuing obligations thereunder; and (ii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificates or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indenture, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligation of or ownership interest in the Debtors that are specifically Reinstated pursuant to the Plan) shall be fully released, settled, and compromised. Notwithstanding the foregoing, (i) no executory contract or unexpired lease that (x) has been, or will be, assumed pursuant to Section 365 of the Bankruptcy Code or (y) relating to a Claim that was paid in full prior to the Effective Date, shall be terminated or cancelled on the Effective Date, (ii) the Seller Note shall continue in effect solely for the purpose of allowing the HBC Parties to receive the distributions provided for under the Plan, and (iii) the Le Tote APA shall continue in effect solely for the purpose of the continuing indemnification obligations as set forth in Article V.E herein.

D. Exemption from Certain Taxes and Fees.

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto or the issuance, transfer or exchange of any security under the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, sale or use tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation fee, or governmental assessment.

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E. Sources of Plan Consideration and Priority Waterfall.

Distributions to holders of Allowed General Unsecured Claims and the Seller Note Secured Claim will be funded from Distributable Cash. All Distributable Cash, other than any Urban Proceeds, shall be allocated as follows: (i) first, to holders of the Seller Note Secured Claim, until the such holders receive $8 million on account of the Seller Note Secured Claim; (ii) second, to holders of Allowed General Unsecured Claims, until such holders have received $3 million on account of such claims; (iii) third, split 50/50 between holders of the Seller Note Secured Claim and the holders of Allowed General Unsecured Claims until the Seller Note Secured Claim is paid in full; and (iv) fourth, to the holders of Allowed General Unsecured Claims.

The Urban Proceeds shall be allocated as follows: (i) first to holders of Allowed General Unsecured Claims until such holders have received $1 million on account of the Allowed General Unsecured Claims; (ii) second, split 75% to holders of Allowed General Unsecured Claims and 25% to holders of the Seller Note Secured Claim until the Seller Note Claim is paid in full; and (iii) third, to holders of Allowed General Unsecured Claims (together with the immediately preceding paragraph, the “Waterfall Recovery”).

Distributions on account of the Seller Note Secured Claim shall only be made from amounts allocated to the Seller Note Secured Claim pursuant to the Waterfall Recovery and not from amounts allocated to the holders of Allowed General Unsecured Claims therein.

In addition, all Residual Reserves shall become Distributable Cash and shall be distributed in accordance with the Waterfall Recovery.

Notwithstanding anything to the contrary in the Plan, on the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan on or prior to the Effective Date shall vest in the Post-Effective Date Debtors and shall be subject to administration by the Plan Administrator, and the net proceeds thereof shall be Distributable Cash. The Debtors have granted certain releases to the Released Avoidance Action Parties with respect to Avoidance Actions and such Avoidance Actions against the Released Avoidance Action Parties shall not vest in the Post-Effective Date Debtors.

F. Restructuring Transactions.

Before, on, and after the Effective Date, the Debtors or Post-Effective Date Debtors, as applicable, shall take all actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including: (i) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (iv) such other transactions that are required to effectuate the Restructuring Transactions; and (v) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

G. Corporate Action.

Upon the Effective Date, all actions contemplated under the Plan, regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized and approved in all respects, including all actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Post-Effective Date Debtors, and any corporate action required by the Debtors or the Post-Effective Date Debtors in connection with the Plan or corporate structure of the Debtors or Post-Effective Date Debtors, shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Post-Effective Date

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Debtors. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Post-Effective Date Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Post-Effective Date Debtors. The authorizations and approvals contemplated by this Article IV.G shall be effective notwithstanding any requirements under non bankruptcy law.

H. Post-Effective Date Debtors.

On and after the Effective Date, the Post-Effective Date Debtors shall continue in existence for purposes of (i) winding down the Debtors’ business and affairs as expeditiously as reasonably possible including overseeing the Store Closing Sales in accordance with the Consultant Agreement as authorized by the Bankruptcy Court, in accordance with the Wind-Down Budget, (ii) resolving Disputed Claims, (iii) making distributions on account of Allowed Claims as provided hereunder, (iv) establishing and funding the Distribution Reserve Accounts in accordance with the Wind-Down Budget, (v) enforcing and prosecuting claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (vi) filing appropriate tax returns, (vii) complying with any continuing obligations under the Asset Purchase Agreement and (viii) administering the Plan in an efficacious manner. The Post-Effective Date Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (x) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court, and (y) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in each such matter.

I. Plan Administrator.

The Plan Administrator shall act for the Post-Effective Date Debtors in the same fiduciary capacity as applicable to a board of managers, directors, and officers, subject to the provisions hereof (and all certificates of formation, membership agreements, and related documents are deemed amended by the Plan to permit and authorize the same). On the Effective Date, the authority, power, and incumbency of the persons acting as managers, directors, or sale director of the Post-Effective Date Debtors shall be deemed to have resigned, solely in their capacities as such, and the Plan Administrator shall be appointed as the sole manager, sole director, and sole officer of the Post-Effective Date Debtors, and shall succeed to the powers of the Post-Effective Date Debtors’ managers, directors, and officers. From and after the Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Post-Effective Date Debtors. The foregoing shall not limit the authority of the Post-Effective Date Debtors or the Plan Administrator, as applicable, to continue the employment any former manager or officer. The Debtors, after the Confirmation Date, and the Post-Effective Date Debtors or Plan Administrator, after the Effective Date, shall be permitted to make payments to employees pursuant to employment programs then in effect, and to implement additional employee programs and make payments thereunder, without any further notice to or action, order, or approval of the Bankruptcy Court.

The powers of the Plan Administrator shall, subject to the powers and authority of the Plan Administrator Oversight Board, include any and all powers and authority to implement the Plan and to administer and distribute the Distribution Reserve Accounts and wind down the business and affairs of the Debtors and Post-Effective Date Debtors, including: (i) liquidating, receiving, holding, investing, supervising, and protecting the assets of the Post-Effective Date Debtors in accordance with the Wind-Down Reserve; (ii) taking all steps to execute all instruments and documents necessary to effectuate the distributions to be made under the Plan from the Distribution Reserve Accounts in accordance with the Wind-Down Budget; (iii) making distributions from the Distribution Reserve Accounts as contemplated under the Plan; (iv) establishing and maintaining bank accounts in the name of the Post-Effective Date Debtors; (v) subject to the terms set forth herein, employing, retaining, terminating, or replacing professionals to represent it with respect to its responsibilities or otherwise effectuating the Plan to the extent necessary; (vi) paying all reasonable fees, expenses, debts, charges, and liabilities of the Post-Effective Date Debtors; (vii) except as otherwise provided for herein, enforcing and prosecuting claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in accordance with Article IV.O; provided, however, that with respect to the Urban Outfitters Litigation, the member of the Plan Administrator Oversight Board appointed by the Committee shall have the exclusive right to direct the Plan Administrator with respect to enforcement, prosecution, and all other matters pertaining to the management and disposition of the Urban Outfitters Litigation, except for

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expenditures of the Post-Effective Date Debtors, which shall remain within the purview of the entire Plan Administrator Oversight Board; (viii) administering and paying taxes of the Post-Effective Date Debtors, including filing tax returns; (ix) representing the interests of the Post-Effective Date Debtors or the Estates before any taxing authority in all matters, including any action, suit, proceeding, or audit; and (x) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy Court or pursuant to the Plan, or as it reasonably deems to be necessary and proper to carry out the provisions of the Plan in accordance with the Wind-Down Reserve.

1. Plan Administrator Oversight Board

On the Effective Date, the Plan Administrator Oversight Board shall be appointed. The Plan Administrator Oversight Board shall consist of two members appointed by the HBC Parties and one member appointed by the Committee. The members of the Plan Administrator Oversight Board shall not receive any additional compensation on account of serving in such capacity.

2. Retention of Professionals.

The Plan Administrator shall have the right, subject to the Wind-Down Budget, to retain the services of attorneys, accountants, and other professionals that, in the discretion of the Plan Administrator, are necessary to assist the Plan Administrator in the performance of his or her duties for the Post-Effective Date Debtors. The reasonable fees and expenses of such professionals shall be paid from the Wind-Down Reserve upon the monthly submission of statements to the Plan Administrator to the extent set forth in the Wind-Down Budget. The payment of the reasonable fees and expenses of the Post-Effective Date Debtors’ retained professionals shall be made in the ordinary course of business from the Wind-Down Reserve and shall not be subject to the approval of the Bankruptcy Court.

3. Compensation of the Plan Administrator.

The Plan Administrator’s compensation, on a post-Effective Date basis, shall be as described in the Plan Supplement and paid out of the Wind-Down Reserve. Except as otherwise ordered by the Bankruptcy Court, the fees and expenses incurred by the Plan Administrator on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including attorney fees and expenses) made by the Plan Administrator in connection with such Plan Administrator’s duties shall be paid without any further notice to, or action, order, or approval of, the Bankruptcy Court in Cash from the Wind-Down Reserve if such amounts relate to any actions taken hereunder.

4. Plan Administrator Expenses.

All costs, expenses, and obligations incurred by the Plan Administrator in administering this Plan, the Post-Effective Date Debtors, or in any manner connected, incidental or related thereto, in effecting distributions from the Post-Effective Date Debtors thereunder (including the reimbursement of reasonable expenses) shall be incurred and paid in accordance with the Wind-Down Budget. Such costs, expenses and obligations shall be paid from the Wind-Down Reserve.

The Debtors and the Plan Administrator, as applicable, shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. However, in the event that the Plan Administrator is so ordered after the Effective Date, all costs and expenses of procuring any such bond or surety shall be paid for with Cash from the Wind-Down Reserve.

5. Exculpation, Indemnification, Insurance & Liability Limitation.

The Plan Administrator and all professionals retained by the Plan Administrator, each in their capacities as such, shall be deemed exculpated and indemnified, except for fraud, willful misconduct, or gross negligence, in all respects by the Post-Effective Date Debtors. The Plan Administrator may obtain, at the expense of the Post-Effective Date Debtors and with funds from the Wind-Down Reserve, commercially reasonable liability or other appropriate insurance with respect to the indemnification obligations of the Post-Effective Date Debtors. The Plan Administrator may rely upon written information previously generated by the Debtors.

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For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Plan Administrator in its capacity as such, shall have no liability whatsoever to any party for the liabilities and/or obligations, however created, whether direct or indirect, in tort, contract, or otherwise, of the Debtors.

6. Tax Returns.

After the Effective Date, the Plan Administrator shall complete and file all final or otherwise required federal, state, and local tax returns for each of the Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expedited determination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws.

7. Dissolution of the Post-Effective Date Debtors.

Upon a certification to be Filed with the Bankruptcy Court by the Plan Administrator of all distributions having been made and completion of all its duties under the Plan and entry of a final decree closing the last of the Chapter 11 Cases, the Post-Effective Date Debtors shall be deemed to be dissolved without any further action by the Post-Effective Date Debtors, including the filing of any documents with the secretary of state for the state in which each Post-Effective Date Debtor is formed or any other jurisdiction. The Plan Administrator, however, shall have authority to take all necessary actions to dissolve the Post-Effective Date Debtors in and withdraw the Post-Effective Date Debtors from applicable state(s).

J. Wind Down.

On and after the Effective Date, the Plan Administrator will be authorized, subject to the authority of the Plan Administrator Oversight Board, to implement the Plan and any applicable orders of the Bankruptcy Court, and the Plan Administrator shall have the power and authority to take any action necessary to wind down and dissolve the Debtors’ Estates.

As soon as practicable after the Effective Date, the Plan Administrator shall, subject to the authority of the Plan Administrator Oversight Board: (i) cause the Debtors and the Post-Effective Date Debtors, as applicable, to comply with, and abide by, the terms of the Asset Purchase Agreement and any other documents contemplated thereby; (ii) to the extent applicable, file a certificate of dissolution or equivalent document, together with all other necessary corporate and company documents, to effect the dissolution of the Debtors under the applicable laws of their state of incorporation or formation (as applicable); and (iii) take such other actions as the Plan Administrator may determine to be necessary or desirable to carry out the purposes of the Plan. Any certificate of dissolution or equivalent document may be executed by the Plan Administrator without need for any action or approval by the shareholders or board of directors or managers of any Debtor. From and after the Effective Date, except with respect to Post-Effective Date Debtors as set forth herein, the Debtors (x) for all purposes shall be deemed to have withdrawn their business operations from any state in which the Debtors were previously conducting, or are registered or licensed to conduct, their business operations, and shall not be required to file any document, pay any sum, or take any other action in order to effectuate such withdrawal, (y) shall be deemed to have canceled pursuant to this Plan all Interests, and (z) shall not be liable in any manner to any taxing authority for franchise, business, license, or similar taxes accruing on or after the Effective Date. For the avoidance of doubt, notwithstanding the Debtors’ dissolution, the Debtors shall be deemed to remain intact solely with respect to the preparation, filing, review, and resolution of applications for Professional Fee Claims.

The filing of the final monthly report (for the month in which the Effective Date occurs) and all subsequent quarterly reports shall be the responsibility of the Plan Administrator.

K. Continued HBC Support.

1. Transition Services Agreement.

Notwithstanding anything to the contrary in the Plan, the Transition Services Agreement shall be deemed terminated as of February 28, 2021; provided that if for any reason one or more of the Debtors’ stores remains open

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following February 28, 2021, a charge of $513,017 for March 2021 (and any subsequent months for which such stores remain open) would apply. If no stores remain open following February 28, 2021, but the Debtors determine that other transition services are required after such date, the Debtors and the HBC Parties shall negotiate in good faith the cost of such services.

2. HBC Operational Support.

To the extent not already completed prior to the Effective Date, the HBC Parties shall ship Lord & Taylor-owned inventory located at the HBC Parties’ Pottsville facility to brick and mortar Lord & Taylor stores, as the Debtors may reasonably request and at the Debtors’ cost (a) at a cost per unit of $0.35 and (b) with shipping supplies and transportation costs passed through to Lord & Taylor at cost.

3. Containers.

The Containers shall be deemed property of the HBC Parties, and title to such Containers, if in the name of any Debtor, shall be transferred to the HBC Parties at the HBC Parties’ sole cost. The Debtors shall provide such cooperation as may reasonably be required to implement such title transfers, including a limited power of attorney authorizing the HBC Parties to effect such title transfers.

4. Further Assurances.

The Debtors shall use commercially reasonably efforts to transfer certain utility accounts for non-Debtor locations to the HBC Parties identified on Annex A to the Settlement Term Sheet, and assist the HBC Parties as required with respect to the in the assumption and assignment and/or rejection of certain contracts pursuant to the HBC Settlement, in each case at the HBC Parties’ sole cost and expense.

5. Wind-Down Support.

In order to assist with the Wind Down, the HBC Parties will deliver the following information to Le Tote in exchange for an incremental payment of $115,000: (a) trial balance as of January 2, 2021, including reconciliations by account; (b) accounts payable aging as of January 2, 2021; (c) the latest “Vendor Master” file; and (d) historical data from November 9, 2019 for (i) AP invoice detail, (ii) vendor payment/cash receipts detail, (iii) inventory receipts/proofs of delivery, and (iv) vendor allowance detail, to the extent such data is available.

The HBC Parties shall make commercially reasonable efforts to cooperate with requests, if any, from taxing authorities exercising audit rights with respect to historical Lord & Taylor audits at a reasonable rate based on hours incurred to procure and provide requested data during the Wind Down.

L. Dissolution and Board of Directors.

As of the Effective Date, the existing board of directors or managers, as applicable, of the Debtors shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, or members, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, or managers, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases.

Following the Effective Date, the Independent Directors of the Debtors shall retain authority solely with respect to matters related to Professional Fee Claim requests by Professionals acting at their authority and direction in accordance with the terms of the Plan. The foregoing persons in their capacity as independent directors shall not have any of their privileged and confidential documents, communications or information transferred (or deemed transferred) to the Post-Effective Date Debtors, the Plan Administrator, or the Plan Administrator Oversight Board.

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M. Management Payments.

Upon the Effective Date, the members of the Debtors’ management who are “KEIP Participants” as defined in the KEIP Order shall receive payments in the same proportion and amount as set forth in the “Plan Goals” of the KEIP Order.

N. Effectuating Documents; Further Transactions.

Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the Post-Effective Date Debtors, the Plan Administrator, and the officers and members thereof are, authorized to and may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Plan such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan.

O. Preservation of Causes of Action.

In accordance with section 1123(b) of the Bankruptcy Code, but subject in all respects to this Article IV.O and Article VIII hereof, the Post-Effective Date Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action and notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan, except for the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII, which shall be deemed released and waived by the Debtors and the Post-Effective Date Debtors as of the Effective Date.

The Post-Effective Date Debtors, on and after the Effective Date, may enforce all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action (other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan and those that have been settled pursuant to either Bankruptcy Rule 9019 or section 1123 of the Bankruptcy Code), whether arising before or after the Petition Date, and the Post-Effective Date Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Plan Administrator may, in its reasonable business judgment, subject to the authority of the Plan Administrator Oversight Board, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Plan Administrator deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Post-Effective Date Debtors or the Plan Administrator will not pursue any and all available Causes of Action. Unless any Cause of Action against an Entity is waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Post-Effective Date Debtors expressly reserve all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. The Post-Effective Date Debtors reserve and shall retain the foregoing Causes of Action notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. The Post-Effective Date Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to, or action, order, or approval of, the Bankruptcy Court.

P. Closing the Chapter 11 Cases.

For the avoidance of doubt, upon the occurrence of the Effective Date, the Plan Administrator shall be permitted to file a motion for entry of an order closing all of the Chapter 11 Cases of the Debtors except for the Chapter 11 Case of Le Tote, upon notice and hearing with all parties rights preserved to object to said motion, and all contested matters relating to each of the Debtors, including objections to Claims, shall be administered and heard in the Chapter 11 Case of Le Tote, irrespective of whether such Claim(s) were filed against a Debtor whose Chapter 11 Case was

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closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the Plan Administrator shall seek authority from the Bankruptcy Court to close the Chapter 11 Case of Le Tote in accordance with the Bankruptcy Code and the Bankruptcy Rules.

ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases.

On the Effective Date, except as otherwise provided herein, each Executory Contract and Unexpired Lease not previously rejected, assumed, or assumed and assigned, including any employee benefit plans, severance plans, and other Executory Contracts under which employee obligations arise, shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (i) is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is listed on the Schedule of Assumed Executory Contracts and Unexpired Leases; (ii) is subject to a pending motion to assume such Unexpired Lease or Executory Contract as of the Effective Date; (iii) is to be assumed by the Debtors or assumed by the Debtors and assigned to another third party, as applicable, in connection with the any sale transaction; (iv) is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; or (v) is a D&O Policy.

Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions, assignments, and rejections, including the assumption of the Executory Contracts or Unexpired Leases as provided in the Plan Supplement, pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases.

Proofs of Claims with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be Filed with the Bankruptcy Court within the latest to occur of: (i) 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; (ii) 30 days after the Debtors provide notice of surrender of possession to a landlord of a rejected lease where surrender occurs after entry of an order approving such rejection; and (iii) 30 days after notice of any rejection that occurs after the Effective Date. Any Holders of Claims arising from the rejection of an Executory Contract or Unexpired Lease for which Proofs of Claims were not timely Filed shall not (x) be treated as a creditor with respect to such Claim, (y) be permitted to vote to accept or reject the Plan on account of any Claim arising from such rejection, or (z) participate in any distribution in the Chapter 11 Cases on account of such Claim, and any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be automatically Disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, the Debtors’ Estates, the Post-Effective Date Debtors, or the property for any of the foregoing without the need for any objection by the Debtors, Post-Effective Date Debtors, or the Plan Administrator, as applicable, or further notice to, or action, order, or approval of, the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully compromised, settled, and released, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III of the Plan.

Notwithstanding anything to the contrary in the Plan, any Proof of Claim arising from the rejection of the Propco Lease shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity and Holders of such Claims may not receive any distributions on account of such Claims.

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.

Any monetary defaults under an Executory Contract or Unexpired Lease to be assumed, or assumed and assigned, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure Claim, as reflected on the Cure Notice or as otherwise agreed or determined by a Final Order of the Bankruptcy Court, in Cash

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on the Effective Date or as soon as reasonably practicable thereafter, subject to the limitations described below, or on such other terms as the parties to such Executory Contract or Unexpired Leases may otherwise agree. In the event of a dispute regarding: (i) the amount of any Cure Claim; (ii) the ability of the Post-Effective Date Debtors or any assignee, as applicable, to provide “adequate assurance of future performance” (with the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed or assumed and assigned; or (iii) any other matter pertaining to assumption or the assumption and assignment, the Cure Claims shall be made following the entry of a Final Order resolving the dispute and approving the assumption or the assumption and assignment. Notwithstanding the foregoing, nothing herein shall prevent the Post-Effective Date Debtors from settling any Cure Claim without further notice to or action, order, or approval of the Bankruptcy Court.

Unless otherwise provided by an order of the Bankruptcy Court, if any, at least seven days before the Voting Deadline, the Debtors shall distribute, or cause to be distributed, Cure Notices to the applicable third parties. Any objection by a counterparty to an Executory Contract or Unexpired Lease to the proposed assumption, assumption and assignment, or related Cure Claim must be Filed by the Cure/Assumption Objection Deadline. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption, assumption and assignment, or Cure Notice will be deemed to have assented to such assumption or assumption and assignment, and Cure Claim. To the extent that the Debtors seek to assume and assign an Executory Contract or Unexpired Lease pursuant to the Plan, the Debtors will identify the assignee in the applicable Cure Notice and/or Schedule and provide “adequate assurance of future performance” for such assignee (within the meaning of section 365 of the Bankruptcy Code) under the applicable Executory Contract or Unexpired Lease to be assumed and assigned.

Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and the payment of the Cure Claim, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors assume or assume and assign such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned shall be deemed Disallowed and expunged, without further notice to, or action, order, or approval of, the Bankruptcy Court.

D. D&O Policies.

The D&O Policies shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor effective as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, and nothing shall alter, modify, or amend, affect, or impair the terms and conditions of (or the coverage provided by) any of the D&O Policies including the coverage for defense and indemnity under any of the D&O Policies which shall remain available to all individuals within the definition of “Insured” in any of the D&O Policies.

E. Indemnification Obligations

Subject to the occurrence of the Effective Date, the obligations of the Debtors as of the Effective Date to indemnify, defend, reimburse, or limit the liability of the current and former directors, managers, officers, employees, attorneys, other professionals and agents of the Debtors, and such current and former directors', managers', and officers' respective Affiliates, respectively, against any Claims or Causes of Action under any indemnification provisions or applicable law, shall survive Confirmation, shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor, and will remain in effect after the Effective Date if such indemnification, defense, reimbursement, or limitation is owed in connection with an event occurring before the Effective Date; provided that, notwithstanding anything herein to the contrary, the Post-Effective Date Debtors’ obligation to fund such indemnification obligations shall be limited to the extent of coverage available under any insurance policy, including any D&O Policy.

Notwithstanding anything to the contrary in the Plan, the obligation of the HBC Parties to indemnify the Debtors pursuant to Section 9.02(a) of the Le Tote APA and the obligation of the Debtors to indemnify the HBC Parties pursuant to Section 9.02(b)(iii) of the Le Tote APA, as well as the relevant provisions of Section 9.01, 9.03, 9.04 and 9.05 of the Le Tote APA and any defined terms used therein, shall survive Confirmation and Consummation and shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor.

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F. Termination Agreements.

Notwithstanding anything to the Contrary in the Plan, the Termination Agreements shall be assumed by the Post-Effective Date Debtors on behalf of the applicable Debtor effective as of the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code.

G. Modifications, Amendments, Supplements, Restatements, or Other Agreements.

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith, absent a Final Order of the Bankruptcy Court to the contrary.

H. Reservation of Rights.

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the Plan, shall constitute an admission by the Debtors or any other Entity, as applicable, that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that either any Debtor or any other Entity, as applicable, has any liability thereunder. In the event of a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Plan Administrator, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease as otherwise provided in the Plan.

I. Nonoccurrence of Effective Date.

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed.

Unless otherwise provided in the Plan, on the Initial Distribution Date (or, if a Claim is not an Allowed Claim on the Effective Date, on the next Quarterly Distribution Date after such Claim becomes Allowed or as soon as reasonably practicable thereafter) or as soon as reasonably practicable thereafter, each Holder of an Allowed Claim against or Allowed Interest in, as applicable, the Debtors shall receive the full amount of the distributions that the Plan provides for Allowed Claims in the applicable Class from the Debtors or the Disbursing Agent on behalf of the Debtors, as applicable. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, in which case such payment shall be deemed to have occurred when due. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII. Notwithstanding anything to the contrary in the Plan, no Holder of

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an Allowed Claim shall, on account of such Allowed Claim, receive a distribution in excess of the Allowed amount of such Claim plus any interest accruing on such Claim that is actually payable in accordance with the Plan.

B. Rights and Powers of the Disbursing Agent.

1. Powers of the Debtors and the Disbursing Agent.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

The Debtors and the Disbursing Agent, as applicable, shall not be required to give any bond or surety or other security for the performance of their duties unless otherwise ordered by the Bankruptcy Court. However, in the event that the Disbursing Agent is so ordered after the Effective Date, all costs and expenses of procuring any such bond or surety shall be paid for with Cash by the Debtors.

2. Fees of Disbursing Agent and Expenses Incurred On or After the Effective Date.

Except as otherwise ordered by the Bankruptcy Court, the reasonable and documented fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including attorney fees and expenses) made by the Disbursing Agent in connection with such person’s duties shall be paid without any further notice to or action, order, or approval of the Bankruptcy Court in Cash from the Wind-Down Amount.

C. Delivery of Distributions and Undeliverable or Unclaimed Distributions.

1. Record Date for Distribution.

Except as provided herein, on the Distribution Record Date, the Claims Register shall be closed and the Debtors and the Disbursing Agent, or any other party responsible for making distributions, shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date.

2. Delivery of Distributions in General.

(a) Payments and Distributions on Disputed Claims.

Distributions made after the Effective Date to Holders of Disputed Claims that are not Allowed Claims or Disputed Interests that are not Allowed Interests, as applicable, as of the Effective Date but which later become Allowed Claims, or Allowed Interests, as applicable, shall, in the reasonable discretion of the Disbursing Agent, be deemed to have been made on the Effective Date unless the Disbursing Agent and the Holder of such Claim agree otherwise.

(b) Special Rules for Distributions to Holders of Disputed Claims.

Notwithstanding any provision otherwise in the Plan and except as may be agreed to by, as applicable, the Debtors or the Disbursing Agent, as applicable, on the one hand, and the Holder of a Disputed Claim or Disputed Interest, as applicable, on the other hand, no partial payments and no partial distributions shall be made with respect to any Disputed Claim or Disputed Interest, other than with respect to Professional Fee Claims, until all Disputed Claims held by the Holder of such Disputed Claim or Disputed Interest have become Allowed Claims or Allowed Interests or have otherwise been resolved by settlement or Final Order.

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(c) Initial Distribution Date.

Except as otherwise provided herein, on the Initial Distribution Date, the Disbursing Agent shall make distributions to holders of Allowed Claims as of the Distribution Record Date at the address for each such holder as indicated on the Debtors’ books and records as of the date of any such distribution; provided that the manner of such distributions shall be determined at the discretion of the Disbursing Agent; provided, further, that the address for each holder of an Allowed Claim shall be deemed to be the address set forth in, as applicable, any Proof of Claim or Proof of Interest Filed by such holder, or, if no Proof of Claim or Proof of Interest has been Filed, the address set forth in the Schedules.

(d) Quarterly Distribution Date

Except as otherwise determined by the Plan Administrator, subject to the oversight of the Plan Administrator Oversight Board, on each Quarterly Distribution Date or as soon thereafter as is reasonably practicable, the Disbursing Agent shall make the distributions required to be made on account of Allowed Claims under the Plan on such date. Any distribution that is not made on the Initial Distribution Date or on any other date specified herein because the Claim that would have been entitled to receive that distribution is not an Allowed Claim on such date, shall be distributed on the first Quarterly Distribution Date after such Claim or Interest is Allowed. Subject to Article VI.E, no interest shall accrue or be paid on the unpaid amount of any distribution paid on a Quarterly Distribution Date pursuant to the Plan.

3. Minimum; De Minimis Distributions.

No Cash payment of less than $100, in the reasonable discretion of the Disbursing Agent, shall be made to a Holder of an Allowed Claim on account of such Allowed Claim, and each Claim to which this limitation applies shall be satisfied pursuant to Article VIII of the Plan, and its Holder shall be forever barred pursuant to Article VIII of the Plan from asserting that Claim against the Post-Effective Date Debtors or their property.

4. Undeliverable Distributions and Unclaimed Property.

With respect to any Undeliverable Distribution, no distribution to the relevant Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the date the distribution is made. After such date, all unclaimed property or interests in property shall revert (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property Laws to the contrary) to the Post-Effective Date Debtors and shall become Distributable Cash, automatically and without need for a further order by the Bankruptcy Court and the Claim or Interest of any holder to such property or interest in property shall be released, settled, compromised, and forever barred.

5. Manner of Payment Pursuant to the Plan.

Any payment in Cash to be made pursuant to the Plan shall be made at the election of the Disbursing Agent, by check, Automated Clearing House, credit card, or wire transfer, or as otherwise provided in the applicable agreements, at the sole and exclusive discretion of the Disbursing Agent.

D. Compliance with Tax Requirements/Allocations.

In connection with the Plan, to the extent applicable, the Debtors shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and

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appropriate. The Debtors reserve the right to allocate all distributions made under the Plan in compliance with applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances. All Persons holding Claims or Interests shall be required to provide any information necessary to effect information reporting and the withholding of such taxes. Notwithstanding any other provision of the Plan to the contrary, each Holder of an Allowed Claim or Allowed Interest shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any Governmental Unit, including income, withholding, and other tax obligations, on account of such distribution.

E. Allocation of Plan Distributions Between Principal and Interest.

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest as Allowed therein.

F. Setoffs and Recoupment.

Except as otherwise expressly provided herein, the Debtors may, but shall not be required to, setoff against or recoup from any Claims of any nature whatsoever that the Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such Claim it may have against the Holder of such Claim.

G. Claims Paid or Payable by Third Parties.

1. Claims Paid by Third Parties.

The Debtors shall reduce in full a Claim, and such Claim shall be disallowed without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment on account of such Claim from a party that is not a Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor on account of such Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay or return the distribution to the Debtors to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the Debtors annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 14-day grace period specified above until the amount is repaid.

2. Claims Payable by Insurance, Third Parties.

No distributions under the Plan shall be made on account of a Claim that is payable pursuant to one of the Debtors’ insurance policies, including the D&O Policies, other non-Debtor payment agreements, or collateral held by a third party, until the Holder of such Claim has exhausted all remedies with respect to such insurance policy, other non-Debtor payment agreement, or collateral, as applicable. To the extent that one or more of the Debtors’ insurers or non-Debtor-payors pays or satisfies in full or in part a Claim (if and to the extent finally adjudicated by a court of competent jurisdiction or otherwise settled), or such collateral or proceeds from such collateral is used to satisfy such Claim, then immediately upon such payment, the applicable portion of such Claim shall be expunged without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies.

Notwithstanding anything to the contrary in this Plan or Confirmation Order, Confirmation and Consummation of the Plan shall not limit or affect the rights of any third-party beneficiary or other covered party of any of the Debtor’s insurance policies with respect to such policies (including the D&O Policies), nor shall anything contained herein (a) constitute or be deemed a waiver by such insurers of any rights or defenses, including coverage defenses, held by such insurers under any insurance policy, applicable law, equity, or otherwise, or (b) establish, determine, or otherwise imply any liability or obligation, including any coverage obligation, of any insurer.

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H. Indefeasible Distributions.

Any and all distributions made under the Plan shall be indefeasible and not subject to clawback.

ARTICLE VII PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims and Interests.

On and after the Effective Date, and except with respect to Claims that are Allowed pursuant to the Plan, the Debtors or Post-Effective Date Debtors, as applicable, shall have and shall retain any and all rights and defenses that the Debtors had with respect to any Claim or Interest immediately before the Effective Date. Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim or Interest shall become an Allowed Claim or Allowed Interest unless and until such Claim or Interest is deemed Allowed under the Plan or the Bankruptcy Code or the Bankruptcy Court has entered a Final Order, including the Confirmation Order (when it becomes a Final Order), in the Chapter 11 Cases allowing such Claim or Interest.

Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim is or has been timely Filed, or that is not or has not been Allowed by the Plan or a Final Order, is not considered Allowed and shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court.

B. Claims and Interests Administration Responsibilities.

Except as otherwise specifically provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, on and after the Effective Date, the Debtors or Post-Effective Date Debtors, as applicable, by order of the Bankruptcy Court, shall have the sole authority with regard to all Claims and Interests: (i) to File, withdraw, or litigate to judgment objections to Claims and Interests; (ii) to settle or compromise any Disputed Claim or Disputed Interest without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

C. Estimation of Claims and Interests.

As of the Effective Date, the Post-Effective Date Debtors or the Plan Administrator, as applicable, may (but are not required to), at any time, request that the Bankruptcy Court estimate any Disputed Claim or Interest pursuant to applicable law, including pursuant to section 502(c) of the Bankruptcy Code and/or Bankruptcy Rule 3012, for any reason, regardless of whether any party previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation of any objection to any Claim or Interest or during the pendency of any appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any Disputed Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions) and may be used as evidence in any supplemental proceedings, and the Plan Administrator may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Interest. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim or Interest that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before seven (7) days after the date on which such Claim or Interest is estimated. Each of the foregoing Claims or Interests and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims or Interests may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.

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D. Adjustment to Claims or Interests without Objection.

Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded, may be adjusted or expunged on the Claims Register by the Debtors, without an objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. The Debtors shall provide any Holder of such a Claim or Interest with fourteen (14) days’ notice prior to the Claim or Interest being adjusted or expunged from the Claims Register as the result as the result of a Claim or Interest being paid, satisfied, amended or superseded.

E. Time to File Objections to Claims.

Any objections to Claims shall be Filed on or before the Claims Objection Bar Date.

F. Disallowance of Claims.

Other than with respect to Claims Allowed under the Plan, no Claim of any Entity from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed Allowed, unless and until such entity or transferee has paid the amount, or turned over any such property, for which such entity or transferee is liable under sections 522(i), 542, 543, 550, or 553 of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Debtors. All Proofs of Claim Filed on account of an indemnification obligation to a director, officer, or employee shall automatically be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the Bankruptcy Court.

Except as provided herein or otherwise agreed, any and all Proofs of Claim Filed after the Claims Bar Date shall be deemed disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court, and holders of such Claims may not receive any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a Final Order.

G. Amendments to Claims.

On or after the Effective Date, except as provided in the Plan or the Confirmation Order, a Claim or Interest may not be Filed or amended without the prior authorization of the Debtors and any such new or amended Claim or Interest Filed shall automatically be deemed disallowed in full and expunged without any further action; provided that a Claim may be Filed after the Effective Date if the Bankruptcy Court enters an order permitting such late filing.

H. No Distributions Pending Allowance.

If an objection to a Claim or Interest or any portion thereof is Filed as set forth in Article VII of the Plan, or if such Claim or Interest is scheduled as Disputed, no payment or distribution provided under the Plan shall be made on account of such Claim or Interest or any portion thereof unless and until such Disputed Claim or Disputed Interest becomes an Allowed Claim or Allowed Interest.

I. Distributions After Allowance.

To the extent that a Disputed Claim or Disputed Interest ultimately becomes an Allowed Claim or Allowed Interest, distributions, if any, shall be made to the Holder of such Allowed Claim or Allowed Interest in accordance with the provisions of the Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Disputed Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or Interest the distribution, if any, to which such Holder is entitled under the Plan as of

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the Effective Date, less any previous distribution, if any, that was made on account of the undisputed portion of such Claim or Interest, without any interest, dividends, or accruals to be paid on account of such Claim or Interest unless required under applicable bankruptcy Law or as otherwise provided in Article III.B of the Plan.

J. Single Satisfaction of Claims.

Holders of Allowed Claims may assert such Claims against the Debtor(s) obligated with respect to such Claims, and such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against the applicable Debtor(s) based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no case shall the aggregate value of all property received or retained under the Plan on account of any Allowed Claim exceed 100 percent of the underlying Allowed Claim plus applicable interest, if any.

ARTICLE VIII SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Discharge of Claims and Termination of Interests.

To the maximum extent provided by section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by current or former employees of the Debtors prior to the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(9),502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (i) a Proof of Claim or Proof of Interest based upon such debt, right, or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of such a Claim or Interest has accepted the Plan. Any default by the Debtors or their Affiliates with respect to any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Effective Date.

B. Term of Injunctions or Stays.

Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

C. Release of Liens.

Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released, settled, and compromised, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Debtors and their successors and assigns without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors. In addition, the ABL Agent, the Term Loan Agent, and the HBC Parties shall execute and deliver all documents reasonably

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requested by the Debtors, Post-Effective Date Debtors, or the Plan Administrator to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

D. Releases by the Debtors.

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, (i) each Released Party is deemed released and discharged by the Debtors, their Estates, the Post-Effective Date Debtors, and the Plan Administrator from any and all Causes of Action, including any derivative claims asserted on behalf of the Debtors, that the Debtors, or their Estates, the Post-Effective Date Debtors or the Plan Administrator would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in a Debtor, or that any Holder of any Claim or Interest could have asserted on behalf of the Debtors or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the Le Tote APA, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the Asset Purchase Agreement, the Asset Sale, the Le Tote APA, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon the business or contractual arrangements between and Debtor and any Released Party, and any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined by a Final Order to constitute willful misconduct, fraud or gross negligence and (ii) each Released Preference Action Party is deemed released and discharged by the Debtors, their Estates, the Post-Effective Date Debtors, and the Plan Administrator from any and all Preference Actions. Notwithstanding the inclusion of any Released Parties as a potential party to any Retained Causes of Action, such parties shall remain Released Parties.

Notwithstanding anything to the contrary in the foregoing or any other provision of the Plan, the releases contained in the Plan do not (i) release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (ii) affect the rights of Holders of Allowed Claims and Interests to receive distributions under the Plan, (iii) release any Claims or Causes of Action against any non-Released Party, or (iv) release the Debtors or the HBC Parties from the mutual indemnification obligations as set forth in Article V.E herein.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the releases herein, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the releases herein are: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the claims released by the releases herein; (iii) in the best interests of the Debtors and all Holders of Claims and Interests; (iv) fair, equitable and reasonable; (v) given and made after reasonable investigation by the Debtors and after notice and opportunity for hearing; and (vi) a bar to any of the Debtors asserting any claim released by the releases herein against any of the Released Parties.

E. Releases by Holders of Claims and Interests.

As of the Effective Date, except as otherwise provided herein, each Releasing Party is deemed to have released and discharged each Debtor and Released Party from any and all Causes of Action, whether known

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or unknown, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the Le Tote APA, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement, or the Plan, the Chapter 11 Cases, the Asset Purchase Agreement, the Asset Sale, the Le Tote APA, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon the business or contractual arrangements between any Debtor and any Released Party, and any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined by a Final Order to constitute willful misconduct, fraud or gross negligence.

Notwithstanding anything to the contrary in the foregoing or any other provision of the Plan, the releases contained in the Plan do not (i) release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (ii) affect the rights of Holders of Allowed Claims and Interests to receive distributions under the Plan, (iii) release any Claims or Causes of Action against any non-Released Party, or (iv) release the Debtors or the HBC Parties from the mutual indemnification obligations as set forth in Article V.E herein.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the releases of Holders of Claims and Interests, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the release herein is: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the claims released by the Releasing Parties; (iii) in the best interests of the Debtors and all Holders of Claims and Interests; (iv) fair, equitable and reasonable; (v) given and made after notice and opportunity for hearing; and (vi) a bar to any of the Releasing Parties asserting any Claim released by the release herein against any of the Released Parties.

F. Exculpation.

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Asset Purchase Agreement, the Asset Sale, the Investigation, or any Restructuring Transaction, contract, instrument, release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement or the Plan, the Asset Purchase Agreement, the Investigation, the Asset Sale, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable Laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such

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distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary herein, nothing in this Article VIII.F shall release or exculpate any Exculpated Party for any act or omission arising before the Petition Date or after the Effective Date.

G. Injunction.

Except as otherwise expressly provided in the Plan or for distributions required to be paid or delivered pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold claims or interests that have been released, satisfied, or discharged pursuant to the Plan or are subject to Exculpation pursuant to the Plan, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Released Parties, or the Exculpated Parties (to the extent of the Exculpation provided pursuant to the Plan with respect to the Exculpated Parties): (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such claims or interests; (iii) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the Estates of such Entities on account of or in connection with or with respect to any such claims or interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or interests unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable Law or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the Plan. Notwithstanding anything to the contrary in the Plan, the Plan Supplement, or the Confirmation Order, the automatic stay pursuant to section 362 of the Bankruptcy Code shall remain in full force and effect with respect to the Debtors until the closing of these Chapter 11 Cases.

H. Limited Substantive Consolidation.

The Plan shall serve as a motion by the Debtors seeking entry of an order substantively consolidating each of the Estates of the Debtors into a single consolidated Estate solely for purposes of voting, Confirmation, and distribution. For the avoidance of doubt, the Plan shall not serve as a motion by the Debtors seeking entry of an order substantively consolidating the Debtors for any other purposes. Notwithstanding anything in this Article VIII.H of the Plan, all distributions under the Plan shall be made in accordance with Article VI of the Plan.

If the Debtors’ Estates are substantively consolidated in accordance with this Article VIII.H, then, on and after the Effective Date, all assets and liabilities (including Allowed Claims) of the Debtors shall be treated as though they were merged into one Estate solely for purposes of voting, Confirmation, and distribution. The limited substantive consolidation described herein shall not affect the legal and organizational structure of the Debtors or their separate corporate existences or any prepetition or postpetition guarantees, Liens, or security interests that are required to be maintained under the Bankruptcy Code, under the Plan, or, with respect to Executory Contracts or Unexpired Leases that were assumed or entered into during the Chapter 11 Cases, if any. Moreover, any alleged defaults under any applicable agreement with the Debtors or their respective Affiliates arising from substantive consolidation under the Plan shall be deemed waived or otherwise cured as of the Effective Date.

If the Debtors’ Estates are not substantively consolidated in accordance with this Article VIII.H, then the Plan shall constitute a motion to approve a 9019 settlement with respect to the distributions on account of General Unsecured Claims (the “9019 Settlement”), which reflects a compromise and settlement of Claims that such creditors may hold against the respective Debtors. Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute approval of the 9019 Settlement pursuant to Bankruptcy Rule 9019 and a finding by the Bankruptcy Court that the 9019 Settlement is in the best interests of the Debtors and their Estates. If the Effective

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Date does not occur, the 9019 Settlement shall be deemed to have been withdrawn without prejudice to the respective positions of the parties.

If the 9019 Settlement is approved pursuant to the Confirmation Order, then, on and after the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive it Pro Rata share of the portion of Distributable Cash allocated to holders of Allowed General Unsecured Claims in accordance with Article IV.E without giving effect to the proportion that the amount of Allowed Claims against any one Debtor bears to the aggregate amount of Allowed Claims against all of the Debtors.

Notwithstanding the limited substantive consolidation provided for herein, nothing shall affect the obligation of each and every Debtor to pay the quarterly fees to the U.S. Trustee until such time as a particular Chapter 11 Case is closed, dismissed, or converted.

I. Protection Against Discriminatory Treatment.

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Debtors or another Entity with whom the Debtors have been associated, solely because the Debtors have been debtors under chapter 11 of the Bankruptcy Code may have been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases), or have not paid a debt that is dischargeable in the Chapter 11 Cases.

J. Recoupment.

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

K. Subordination Rights.

Any distributions under the Plan to Holders shall be received and retained free from any obligations to hold or transfer the same to any other Holder and shall not be subject to levy, garnishment, attachment, or other legal process by any Holder by reason of claimed contractual subordination rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, or equitable subordination rights to property distributed under the Plan, in each case other than as provided in the Plan.

L. Reimbursement or Contribution.

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless before the Confirmation Date: (i) such Claim has been adjudicated as non-contingent; or (ii) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered before the Confirmation Date determining such Claim as no longer contingent.

ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date.

It shall be a condition to Consummation that the following conditions shall have been satisfied or waived pursuant to the provisions of the Plan:

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1. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other Restructuring Transactions;

2. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court;

3. the Distribution Reserve Accounts shall have been established and funded with the Priority Claims Reserve Amount and the Wind-Down Amount;

4. the Debtors shall have implemented the Restructuring Transactions in a manner consistent in all material respects with the Plan;

5. the Bankruptcy Court shall have entered the Confirmation Order and which shall have become a Final Order that has not been stayed or modified or vacated and shall:

(a) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, and other agreements or documents created in connection with the Plan;

(b) decree that the provisions of the Confirmation Order and the Plan are nonseverable and mutually dependent;

(c) authorize the implementation of the Plan in accordance with its terms; and

(d) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; and

6. with respect to all actions, documents and agreements necessary to implement the Plan: (a) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (b) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (c) such documents and agreements shall have been effected or executed, and in each case all such actions, documents and agreements shall be consistent with the terms of the Plan.

B. Waiver of Conditions.

The conditions to Consummation set forth in Article IX.A may be waived by the Debtors at any time with the consent of the HBC Parties and the Committee, not to be unreasonably withheld, without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than a proceeding to confirm the Plan or consummate the Plan.

C. Substantial Consummation.

“Substantial Consummation” of the Plan, as defined in section 1101(2) of the Bankruptcy Code, shall be deemed to occur on the Effective Date.

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D. Effect of Non-Occurrence of Conditions to the Effective Date.

If the Effective Date does not occur, the Plan shall be null and void in all respects, and nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims by or Claims against or Interests in the Debtors; (ii) prejudice in any manner the rights of the Debtors, the Debtors’ Estates, any Holders, or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, the Debtors’ Estates, any Holders, or any other Entity in any respect.

ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments.

Subject to the limitations contained in the Plan, the Debtors, reserve the right to modify the Plan, with the consent of the HBC Parties and the Committee, not to be unreasonably withheld, as to material terms and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors, expressly reserve their rights to alter, amend, or modify materially the Plan, with the consent of the HBC Parties and the Committee, not to be unreasonably withheld, with respect to the Debtors, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with Article X.

B. Effect of Confirmation on Modifications.

Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan occurring after the solicitation thereof and before the Confirmation Date are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of the Plan.

The Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date, with the consent of the HBC Parties and the Committee, not to be unreasonably withheld. If the Debtors revoke or withdraw the Plan, or if Confirmation and Consummation does not occur, then: (i) the Plan shall be null and void in all respects; (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (iii) nothing contained in the Plan shall: (x) constitute a waiver or release of any Claims or Interests; (y) prejudice in any manner the rights of the Debtors or any other Entity, including the Holders of Claims; or (z) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity.

ARTICLE XI RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over the Chapter 11 Cases and all matters, arising out of, or related to, the Chapter 11 Cases and the Plan, including jurisdiction to:

1. Allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount, or allowance of Claims or Interests;

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2. Decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

3. Resolve any matters related to: (a) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable in any manner and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Claims related to the rejection of an Executory Contract or Unexpired Lease, Cure Claims pursuant to section 365 of the Bankruptcy Code, or any other matter related to such Executory Contract or Unexpired Lease; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed and/or assigned; (c) the Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to Article V of the Plan, any Executory Contracts or Unexpired Leases to the Schedule of Assumed Executory Contracts and Unexpired Leases or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired;

4. Ensure that distributions to Holders of Allowed Claims and Allowed Interests are accomplished pursuant to the provisions of the Plan;

5. Adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. Adjudicate, decide, or resolve any and all matters related to Causes of Action;

7. Adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;

8. Enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement;

9. Enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;

10. Resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

11. Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

12. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the settlements, compromises, releases, injunctions, exculpations, and other provisions contained in Article VIII of the Plan and enter such orders as may be necessary or appropriate to implement or enforce such releases, injunctions, and other provisions;

13. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VI.G;

14. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

15. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement;

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16. Adjudicate any and all disputes arising from or relating to distributions under the Plan or any transactions contemplated therein;

17. Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

18. Determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code;

19. Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan or the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with the Plan;

20. Hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

21. Hear and determine matters concerning section 1145 of the Bankruptcy Code;

22. Hear and determine all disputes involving the existence, nature, or scope of the Debtors’ release, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred before or after the Effective Date;

23. Enforce all orders previously entered by the Bankruptcy Court;

24. Hear any other matter not inconsistent with the Bankruptcy Code; and

25. Enter an order concluding or closing the Chapter 11 Cases.

ARTICLE XII MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect.

Subject to Article VIII of the Plan and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, any and all Holders of Claims or Interests (irrespective of whether the Holders of such Claims or Interests accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, and injunction described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan.

B. Additional Documents.

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors, all Holders of Claims or Interests receiving distributions pursuant to the Plan, and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Payment of Statutory Fees.

All fees payable pursuant to 28 U.S.C. § 1930(a) shall be paid by the Debtors for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first.

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D. Dissolution of Statutory Committees.

On the Effective Date, the Committee shall dissolve and members thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases.

Following the Effective Date, and notwithstanding the foregoing, the Committee shall remain in place with respect to the Debtors solely for the limited purpose of addressing (i) all final fee applications for all Professionals, and (ii) the resolution of any appeals of the Confirmation Order. Upon the dissolution of the Committee, the members of the Committee and their respective professionals will cease to have any duty, obligation or role arising from or related to the Debtors’ Chapter 11 Cases and shall be released and discharged from all rights and duties from or related to the Debtors’ Chapter 11 Cases. The Debtors shall not be responsible for paying any fees or expenses incurred by the members of or advisors to any statutory committee (including the Committee) after the Effective Date, except for those fees and expenses incurred by such committee’s professionals in connection with the matters identified in clauses (i) and (ii) in the forgoing sentence.

E. Reservation of Rights.

The Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. Neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by the Debtors or any Debtor with respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of the Debtors or any Debtor with respect to the Holders of Claims or Interests prior to the Effective Date.

F. Successors and Assigns.

The rights, benefits, and obligations of any Entity named or referred to in the Plan or the Confirmation Order shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, or assign, Affiliate, officer, director, manager, trustee, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.

G. Service of Documents.

Any pleading, notice, or other document required by the Plan to be served on or delivered to the Debtors shall be served, including via email in addition to any other method of service, on the parties listed below:

If to the Debtors:

Le Tote, Inc. 250 Vesey Street, 22nd Floor New York, New York 10281 Attention: Michael van den Berg Email address: [email protected]

with copies to:

Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Steven N. Serajeddini, P.C. Email addresses: [email protected]

-and-

Kirkland & Ellis LLP 300 N. LaSalle

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Chicago, Illinois 60654 Attention: David L. Eaton and Jaimie Fedell Email addresses: [email protected] [email protected]

If to the ABL Agent:

Otterbourg P.C. 230 Park Avenue New York, New York Attention: David W. Morse and David J. Impastato Email addresses: [email protected] [email protected]

If to the Term Loan Agent:

Choate Hall & Stewart LLP Two International Place Boston, Massachusetts 02110 Attention: Kevin J. Simard and Jennifer Conway Fenn Email addresses: [email protected] [email protected]

If to the HBC Parties:

Willkie Farr & Gallagher LLP 787 Seventh Ave. New York, New York Attention: John C. Longmire and Weston T. Eguchi Email addresses: [email protected] [email protected]

After the Effective Date, the Debtors shall have authority to send a notice to Entities that to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

H. Enforcement of Confirmation Order.

On and after the Effective Date, the Debtors and the Post-Effective Date Debtors, as applicable, shall be entitled to enforce the terms of the Confirmation Order and the Plan (which shall include, for the avoidance of doubt, the Plan Supplement).

I. Compensation and Benefits Programs.

On the Effective Date or as soon as reasonably practicable thereafter, the Debtors shall pay all compensation and benefit obligations under any present compensation, benefit, or incentive programs, including any programs approved pursuant to an Order of the Bankruptcy Court.

J. Entire Agreement.

Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

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K. Exhibits.

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at www.cases.stretto.com/letote or the Bankruptcy Court’s website at www.vaeb.uscourts.gov.

L. Nonseverability of Plan Provisions.

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall not alter or interpret such term or provision to make it valid or enforceable, provided that at the request of the Debtors, with the consent of the HBC Parties and the Committee, not to be unreasonably withheld, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such terms or provision shall then be applicable as altered or interpreted, provided, further, that any such alteration or interpretation shall be acceptable to the Debtors. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (i) valid and enforceable pursuant to its terms; (ii) integral to the Plan and may not be deleted or modified without the consent of the Debtors; and (iii) nonseverable and mutually dependent.

M. Votes Solicited in Good Faith.

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code, and, therefore, neither any of such parties or individuals will have any liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on the Plan.

N. Waiver.

Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court before the Confirmation Date.

Respectfully submitted,

Dated: February 1, 2021 Le Tote, Inc. on behalf of itself and all other Debtors

/s/ Ed Kremer Name: Ed Kremer Title: Chief Restructuring Officer Company: Le Tote, Inc.

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EXHIBIT B

Corporate Structure Chart

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EXHIBIT C

Disclosure Statement Order

[Intentionally Omitted]

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EXHIBIT D

Settlement Term Sheet

D-1 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 145 of 220

SETTLEMENT TERMS

Issue Terms Parties Le Tote, Inc. and each of its subsidiaries that has commenced a chapter 11 restructuring case (the “Debtors” or “Le Tote”), HBC US Holdings LLC and HBC US Propco Holdings LLC (together, “HBC”). Allocation of Recoveries from the Debtors’ estates following satisfaction of Carlyle’s proceeds of Le claims (other than proceeds of Urban Outfitters litigation, which shall be Tote allocated as set forth below) would be allocated as follows: first to cover bankruptcy administrative expenses and priority claims; second, in payment of the cases following TSA Shortfall Claim; third, to HBC on account of the Seller Note, until payment of HBC receives $8 million on account of the Seller Note; fourth, to the Carlyle Debtors’ estates, until the Debtors’ estates have received $3 million; fifth, split 50/50 between HBC and the Debtors’ estates until the Seller Note claim (including unreimbursed prepetition CAM and Tax payments made on the Debtors’ behalf) is paid in full; and sixth, to the Debtors’ estates.

Following payment of administrative expenses and priority claims, proceeds of the Urban Outfitters litigation shall be split as follows: first, to holders of Allowed General Unsecured Claims until such holders have received $1 million on account of the Allowed General Unsecured Claims; second, split 75% to holders of Allowed General Unsecured Claims and 25% to holders of the Seller Note Secured Claim until the Seller Note Claim (including unreimbursed prepetition CAM and Tax payments made on the Debtors’ behalf) is paid in full; and third, to holders of Allowed General Unsecured Claims. The Official Committee of Unsecured Creditors (the “Committee”) may appoint one member, and HBC may appoint two members, to the oversight board charged with overseeing the plan administrator. The Committee- appointed member shall have the exclusive right to direct the plan administrator with respect to enforcement, prosecution, and all other matters pertaining to management and disposition of the Urban Outfitters litigation, except for expenditures of the debtors, which shall remain within the purview of the entire oversight board. Payments on account of the Seller Note shall only be made from amounts allocated to HBC as set forth in this section, and not from amounts allocated to the Debtors’ estates in this section. Mutual Release All Parties to exchange mutual and general releases pursuant to the Plan or other settlement documentation, for themselves and affiliates (including current and former directors, officers, employees, agents, attorneys, and other related parties) including, without limitation, with respect to Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 146 of 220

preference, breach of contract, fraudulent transfer, recharacterization, subordination, and other claims under investigation by the independent restructuring committee of Le Tote and the Committee; provided, however, that certain indemnification obligations of the parties under the APA, as set forth in more detail below, shall not be released. Cash Collateral Pursuant to the Final Cash Collateral Order, the Debtors and HBC have agreed on the terms of an amended order governing the use of cash collateral (the “Successor Cash Collateral Order”), which has been submitted to the court for approval. Except as otherwise agreed between the Debtors and HBC, the Successor Cash Collateral Order shall contain, inter alia, a budget consistent with the Approved Budget then in effect at the time of the indefeasible payment in full of the ABL Obligations and the Term Loan Obligations and a carve out on the same or substantially similar terms as the Carve Out in the Final Order.1

1 Each as defined in the Final Order (I) Authorizing Use of Cash Collateral and Affording Adequate Protection; (II) Modifying Automatic Stay; and (III) Granting Related Relief [Docket No. 268]. 2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 147 of 220

Treatment of The Debtors, HBC and the HBS Landlords have agreed that the Debtors Leases shall continue to pay CAM and taxes with respect to all of their store leases; HBC shall pay base and percentage rent with respect to third-party leases; and the HBS Landlords shall waive, or forbear from collecting, as applicable, base and percentage rent with respect to store leases between the Debtors and the HBS Landlords. The Debtors agree to assume and assign the Financed Master Lease, and the Non-Financed Master Lease dated July 22, 2015, to HBC or its designee in December, 2020, with the actual dates for the transfer of possession of individual stores to be agreed between the Debtors and HBC, but in no event later than February 28, 2021. In lieu of payment of cure amounts with respect to such leases, and in satisfaction of all cure obligations with respect to such lease, the Debtors would assign, to the relevant landlords, their rights under the APA to seek payment of the relevant rent amounts from HBS and upon such assignment. The Debtors will reject the Amended and Restated Lease Agreement, dated November 6, 2019 (the “Propco Lease”), effective as of no later than February 28, 2021; provided that the Debtors shall not be responsible for payments of CAM and real estate taxes for periods after the date of delivery of properties governed by the Propco lease to the lessor thereunder. The chapter 11 plan will provide for the waiver or disallowance of all rejection damages under the Propco Lease. The Debtors’ other store leases would be rejected, if not previously assigned to a third party on terms acceptable to HBC. The effective dates of such rejection would be December 31, 2020 (Albany, Salem and Yonkers), January 31, 2021 (Bala Cynwyd), and February 28, 2021 (Boca Raton), respectively. The December 31, 2020, January 31, 2021 and February 28, 2021 dates referenced above may be extended in the event that COVID-19-related governmental orders mandate the closure of the Debtors’ stores, but in no event shall any such extension exceed the lesser of a) the number of days a particular store is mandated to be closed, and b) one month. Continued TSA -The Debtors have paid an incremental $935,000 (above the immediately Support prior TSA amount) each for November and December. The parties agree that the appropriate incremental amount was $1,707,881 for November and $1,646,881 for December, leaving a shortfall of $772,881 for November and $711,881 for December. The combined shortfall amount of $1,484,762 is referred to as the “TSA Shortfall Claim.” - TSA payments for January and February, 2021 shall be $513,017 per month. The parties acknowledge that the Omnibus Term Sheet requires TSA pricing to return to its original level as of January 1, 2021, and therefore HBC’s agreement to accept these reduced amounts constitutes additional consideration provided by HBC under the parties’ agreement.

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-The TSA would be terminated as of February 28, 2021. If for any reason one or more of the Debtors’ stores remain open following February 28, 2021, similar charges for March, 2021 (and any subsequent months for which such stores remain open) would apply. If no stores remain open following February 28, 2021 but the Debtors determine that other transition services are required after such date, the parties shall negotiate in good faith the cost of such services. Estate Wind- Following the sale or liquidation of all of the inventory at their stores, the Down Debtors will enter the wind-down phase of their operations (the “Wind- down Period”), which may involve reconciling claims, filing taxes, and performing other wind-down work. In order to assist with this work, HBC will deliver the following information to Le Tote, in exchange for an incremental payment of $115,000: • Trial balance as of 1/2/2021 including reconciliations by account • Accounts payable aging as of 1/2/2021 • Latest “Vendor Master” file • Historical data from 11/9/2019 for (i) AP invoice detail, (ii) vendor payment/cash receipts detail, (iii) inventory receipts/proofs of delivery, (iv) vendor allowance detail

HBC shall make commercially reasonable efforts to cooperate with requests, if any, from taxing authorities exercising audit rights with respect to historical Lord & Taylor audits at a reasonable rate based on hours incurred to procure and provide requested data. HBC HBC agrees to ship Lord & Taylor-owned inventory located at HBC’s Operational Pottsville facility to brick and mortar Lord & Taylor stores, as the Debtors Support may reasonably request and at the Debtors’ cost as follows: • cost per unit: $0.35 • shipping supplies and transportation costs passed through to L&T at cost

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Asset There are numerous trailers and other pieces of other trucking equipment Disposition and located outside certain of the Debtors’ stores (the “Equipment”), and the Ownership parties dispute whether such Equipment was transferred to Le Tote under the APA. All such Equipment will remain property of HBC, and title to such Equipment shall be transferred to HBC at HBC’s sole cost. The Debtors shall use commercially reasonable efforts to provide such cooperation as may be required to implement such title transfers. Further The Debtors shall use commercially reasonably efforts to transfer certain Assurances utility accounts for non-Debtor locations to HBC, and assist HBC as required with respect to the assignment and/or termination of the contracts set forth on Annex A hereto, in each case at HBC’s sole cost and expense. Indemnification HBC shall continue to indemnify the Company pursuant to Section 9.02(a) of the APA, and the Debtors shall continue to indemnify HBC under 9.02(b)(iii) of the APA. Any claim by HBC for indemnification shall be added to the balance of the Seller Note. Implementation The Parties shall implement the remaining terms of this Term Sheet connection with confirmation of a chapter 11 plan consistent with this Term Sheet in all material respects. Public Neither Le Tote nor HBC shall issue any statement or communication to Disclosure any third party (other than to its legal and accounting advisors) regarding the transactions contemplated hereby without the consent of the other party, subject to customary exceptions for securities law compliance reasons, required disclosures to lenders or the Committee, and required disclosures in connection with the Bankruptcy Cases. Expenses and All fees and expenses of the Debtors in connection with the transactions Fees contemplated hereby will be paid by the Debtors. Under the Successor Cash Collateral Order, all fees and expenses of HBC in connection with the Debtors’ bankruptcy cases from and after December 7, 2020 will be paid by the Debtors. Governing This Term Sheet shall be governed by New York law without regard to that Law/Consent to state’s choice of law provisions; provided that the Bankruptcy Court shall Jurisdiction have exclusive jurisdiction regarding implementation and enforcement of this Term Sheet. Support for The parties agree to support and take all steps reasonably necessary and Term Sheet desirable to consummate the transactions and undertakings contained herein. This Term Sheet is not a solicitation of acceptances within the meaning of section 1125 of the Bankruptcy Code. Any such solicitation will comply with all applicable provisions of the Bankruptcy Code.

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Annex A

[TO BE SUPPLIED]

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Exhibit 2

Form of Solicitation and Voting Procedures Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 152 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Jointly Administered) (KLP) )

SOLICITATION AND VOTING PROCEDURES

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No. [●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit votes on the Debtors’ Joint Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”);2 (b) approving the Disclosure Statement for the Debtors’’ Joint Plan of Le Tote, Inc. and its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages (the “Solicitation Packages”); and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

A. The Voting Record Date. The Court has established January 29, 2021, as the record date for purposes of determining which Holders of Claims in Class 3 (Seller Note Secured Claims) and Class 4 (General Unsecured Claims) are entitled to vote on the Plan (the “Voting Record Date”).

B. The Voting Deadline. The Court has established March 10, 2021, at 5:00 p.m., prevailing Eastern Time as the voting deadline (the “Voting Deadline”) for the Plan. The Debtors may extend the Voting Deadline, in their discretion, without further order of the Court. To be counted as votes to accept or reject the Plan, all ballots (“Ballots”) must be properly executed, completed, and delivered by: (1) first class mail (using the reply envelope provided in the Solicitation Package or otherwise); (2) overnight courier; (3) personal delivery; or (4) via the Solicitation Agent’s online portal, by visiting cases.stretto.com/letote (the “E-Ballot Portal”), so that they are actually received, in any case, no later than the Voting Deadline by the Notice and Claims Agent. All Ballots should be sent to: Le Tote Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; provided, however, that the reply envelope provided in the Solicitation Package may indicate a different zip code. Delivery of a Ballot to the Notice and Claims Agent by email, facsimile or any other electronic means (other than the E-Ballot Portal) shall not be valid.

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281

2 Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 153 of 220

C. Form, Content, and Manner of Notices.

1. The Solicitation Package. The following materials shall constitute the solicitation package (the “Solicitation Package”): a. a copy of these Solicitation and Voting Procedures;

b. the Notice of Hearing to Consider Confirmation of the Chapter 11 Plan Filed By the Debtors and Related Voting and Objection Procedures, in substantially the form annexed as Exhibit 7 to the Disclosure Statement Order (the “Confirmation Hearing Notice”);

c. a cover letter, in substantially the form annexed as Exhibit 6 to the Disclosure Statement Order describing the contents of the Solicitation Package and urging the Holders of Claims in the Voting Classes to vote to accept the Plan;

d. the Ballot, in substantially the form of the Ballot annexed as Exhibit 3 to the Disclosure Statement Order, as applicable;

e. the approved Disclosure Statement annexed as Exhibit 1 to the Disclosure Statement Order (and exhibits thereto, including the Plan);

f. a pre-addressed, postage pre-paid reply envelope; and

g. any additional documents that the Court has ordered to be made available.

2. Distribution of the Solicitation Package.

The Debtors propose to send the Solicitation Packages either as printed hard copies or in Adobe Acrobat (PDF) standard format on a portable USB flash drive, at their option; provided, however, that the Confirmation Hearing Notice and applicable Ballots will be sent as printed hard copies. In addition, the Debtors, through Stretto (the “Notice and Claims Agent”), shall provide printed hard copies of the Disclosure Statement Order, Disclosure Statement and Plan upon request. Any party that receives the materials in electronic format but would prefer paper format or alternative electronic format may contact the Notice and Claims Agent by: (a) calling the Debtors’ restructuring hotline at 855-217-8030 (toll free); (b) visiting the Debtors’ restructuring website at: https://cases.stretto.com/letote; (c) writing to Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; and/or (d) emailing [email protected] (please reference “Le Tote” in the subject line) and requesting paper copies, a hard drive, or a CD-ROM of the corresponding materials (to be provided at the Debtors’ expense).

The Debtors shall serve, or cause to be served, all of the materials in the Solicitation Package (excluding the Ballots) on the U.S. Trustee and all parties who have requested service of papers in this case pursuant to Bankruptcy Rule 2002 as of the Voting Record Date. In addition, the Debtors shall mail, or cause to be mailed, the Solicitation Package to all Holders of Claims in the Voting Classes within four (4) business days of entry of the Disclosure Statement Order (or as soon as reasonably practicable thereafter) who are entitled to vote, as described in section D below.

To avoid duplication and reduce expenses, the Debtors will make reasonable effort to ensure that any Holder of a Claim who has filed duplicative Claims against a Debtor (whether against the same or multiple Debtors) that are

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classified under the Plan in the same Voting Class receives no more than one Solicitation Package (and, therefore, one Ballot) on account of such Claim or Interest and with respect to that Class as against that Debtor.

1. Resolution of Disputed Claims for Voting Purposes; Resolution Event.

a. Absent a further order of the Court, the Holder of a Claim in a Voting Class that is the subject of a pending objection on a “reduce and allow” basis shall be entitled to vote such Claim in the reduced amount contained in such objection.

b. If a Claim in a Voting Class is subject to an objection other than a “reduce and allow” objection that is filed with the Court on or prior to seven days before the Voting Deadline: (i) the Debtors shall cause the applicable Holder to be served with a Disputed Claim Notice substantially in the form annexed as Exhibit 5 to the Disclosure Statement Order (which notice shall be served together with such objection); and (ii) the applicable Holder shall not be entitled to vote to accept or reject the Plan on account of such claim unless a Resolution Event (as defined herein) occurs as provided herein.

c. If a Claim in a Voting Class is subject to an objection other than a “reduce and allow” objection that is filed with the Court less than seven days prior to the Voting Deadline, the applicable Claim shall be deemed temporarily allowed for voting purposes only, without further action by the Holder of such Claim and without further order of the Court, unless the Court orders otherwise.

d. A “Resolution Event” means the occurrence of one or more of the following events no later than two business days prior to the Voting Deadline:

i. an order of the Court is entered allowing such Claim pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing;

ii. an order of the Court is entered temporarily allowing such Claim for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing;

iii. a stipulation or other agreement is executed between the Holder of such Claim and the Debtors resolving the objection and allowing such Claim in an agreed upon amount; or

iv. the pending objection is voluntarily withdrawn by the objecting party.

e. No later than one business day following the occurrence of a Resolution Event, the Debtors shall cause the Notice and Claims Agent to distribute via email, hand delivery, or overnight courier service a Solicitation Package and a pre-addressed, postage pre-paid envelope to the relevant Holder to the extent such Holder has not already received a Solicitation Package containing a Ballot.

2. Non-Voting Status Notices for Unimpaired Classes and Classes Deemed to Reject the Plan.

Certain Holders of Claims and Interests that are not classified in accordance with section 1123(a)(1) of the Bankruptcy Code or who are not entitled to vote because they are (i) Unimpaired or otherwise presumed to accept the Plan under section 1126(f) of the Bankruptcy Code or (ii) deemed to reject the Plan under section 1126(g) of the Bankruptcy Code will receive only the Notice of Non-Voting Status and Opt-Out form for Holders or Potential Holders of Unimpaired Claims Conclusively Presumed to Accepted the Plan And/Or Holders or Potential Holders of Impaired Claims or Interests Deemed to Reject the Plan, substantially in the form annexed as Exhibit 4 to the Disclosure Statement Order. Such notice will instruct these Holders as to how they may obtain copies of the documents contained in the Solicitation Package (excluding Ballots). In addition, Holders of Claims and Interests in the classes deemed to reject the Plan will also receive the Disclosure Statement (together with the Plan attached as Exhibit A thereto).

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3. Notices in Respect of Executory Contracts and Unexpired Leases. Counterparties to Executory Contracts and Unexpired Leases that receive an Assumption Notice, substantially in the form attached as Exhibit 9 to the Disclosure Statement Order, respectively, may file an objection to the Debtors’ proposed assumption, rejection, and/or cure amount, as applicable. Such objections must be actually received by the Court by March 10, 2021 at 5:00 p.m., prevailing Eastern Time.

D. Solicitation and Voting Procedures.

1. Holders of Claims Entitled to Vote. Only the following Holders of Claims in the Voting Classes shall be entitled to vote with regard to such Claims:

a. Holders of Claims who, on or before the Voting Record Date, have timely filed a Proof of Claim that (i) has not been expunged, disallowed, disqualified, withdrawn, or superseded prior to the Voting Record Date; and (ii) is not the subject of a pending objection, other than a “reduce and allow” objection, filed with the Court at least seven days prior to the Voting Deadline, pending a Resolution Event as provided herein; provided that a Holder of a Claim that is the subject of a pending objection on a “reduce and allow” basis shall receive a Solicitation Package and be entitled to vote such Claim in the reduced amount contained in such objection absent a further order of the Court;

b. Holders of Claims that are listed in the Schedules; provided that, to the extent the applicable Claims Bar Date has not yet expired prior to the Voting Record Date, Claims that are Scheduled as contingent, unliquidated, or disputed (excluding such Scheduled disputed, contingent, or unliquidated Claims that have been paid or superseded by a timely Filed Proof of Claim as of the Voting Record Date) shall be allowed to vote only in the amount of $1.00;

c. Holders whose Claims arise (i) pursuant to an agreement or settlement with the Debtors, as reflected in a document filed with the Court, (ii) in an order entered by the Court, or (iii) in a document executed by the Debtors pursuant to authority granted by the Court, in each case regardless of whether a Proof of Claim has been filed;

d. Holders of any Disputed Claim that has been temporarily allowed to vote on the Plan pursuant to Bankruptcy Rule 3018; and

e. the assignee of any Claim that was transferred on or before the Voting Record Date by any Entity described in subparagraphs (a) through (d) above; provided that such transfer or assignment has been fully effectuated pursuant to the procedures set forth in Bankruptcy Rule 3001(e) and such transfer is reflected on the Claims Register on the Voting Record Date.

2. Establishing Claim Amounts for Voting Purposes.

Class 3 and Class 4 Claims. The Claims amount of Class 3 and Class 4 Claims established herein shall control for voting purposes only and shall not constitute the Allowed amount of any Claim. Moreover, any amounts filled in on Ballots by the Debtors through the Notice and Claims Agent, as applicable, are not binding for purposes of allowance and distribution. In tabulating votes, the following hierarchy shall be used to determine the amount of the Claim associated with each claimant’s vote:

a. the Claim amount (i) settled and/or agreed upon by the Debtors, as reflected in a document filed with the Court, (ii) set forth in an order of the Court, or (iii) set forth in a document executed by the Debtors pursuant to authority granted by the Court;

b. the Claim amount Allowed (temporarily or otherwise) pursuant to a Resolution Event under section C.3(d) of these Solicitation and Voting Procedures;

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c. the Claim amount contained in a Proof of Claim that has been timely filed by the Voting Record Date (or deemed timely filed by the Court under applicable law), except for any amounts asserted on account of any interest accrued after the Petition Date; provided, however, that any Ballot cast by a Holder of a Claim who timely files a Proof of Claim in respect of (i) a contingent Claim or a Claim in a wholly-unliquidated or unknown amount (based on a reasonable review by the Debtors and/or the Notice and Claims Agent) that is not the subject of an objection will count toward satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as a Ballot for a Claim in the amount of $1.00 solely for the purposes of satisfying the dollar amount provisions of section 1126(c) of the Bankruptcy Code, and (ii) a partially liquidated and partially unliquidated Claim, such Claim will be Allowed for voting purposes only in the liquidated amount; provided further, however, that to the extent the Claim amount contained in the Proof of Claim is different from the Claim amount set forth in a document filed with the Court as referenced in subparagraph (a) above, the Claim amount in the document filed with the Court shall supersede the Claim amount set forth on the respective Proof of Claim for voting purposes;

d. the Claim amount listed in the Schedules; provided, that if the applicable Claims Bar Date has not expired prior to the Voting Record Date, a Claim listed in the Exhibits as contingent, disputed, or unliquidated shall vote at $1.00; and

e. in the absence of any of the foregoing, such Claim shall be disallowed for voting purposes.

3. Voting and Ballot Tabulation Procedures. The following voting procedures and standard assumptions shall be used in tabulating Ballots, subject to the Debtors’ right to waive any of the below specified requirements for completion and submission of Ballots so long as such requirement is not otherwise required by the Bankruptcy Code, Bankruptcy Rules, or Local Rules:

a. except as otherwise provided in the Solicitation and Voting Procedures, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline (as the same may be extended by the Debtors), the Debtors shall reject such Ballot as invalid and, therefore, shall not count it in connection with Confirmation of the Plan;

b. the Notice and Claims Agent will date-stamp all Ballots when received. The Notice and Claims Agent shall retain the original Ballots and an electronic copy of the same for a period of one year after the Effective Date of the Plan, unless otherwise ordered by the Court. The Notice and Claims Agent shall tabulate Ballots on a consolidated basis;

c. consistent with the requirements of Local Bankruptcy Rule 3016-1, the Debtors will file with the Court by no later than March 17, 2021, at 5:00 p.m., a voting report (the “Voting Report”). The Voting Report shall, among other things, delineate every Ballot that does not conform to the voting instructions or that contains any form of irregularity including, but not limited to, those Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or lacking necessary information, received via facsimile or damaged (collectively, in each case, the “Irregular Ballots”). The Voting Report shall indicate the Debtors’ intentions with regard to each Irregular Ballot;

d. the method of delivery of Ballots to be sent to the Notice and Claims Agent is at the election and risk of each Holder, and except as otherwise provided, a Ballot will be deemed delivered only when the Notice and Claims Agent actually receives the executed Ballot;

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e. an executed Ballot is required to be submitted by the Entity submitting such Ballot. Delivery of a Ballot to the Notice and Claims Agent by facsimile, email or any electronic means other than the E-Ballot Portal will not be valid;3

f. no Ballot should be sent to the Debtors, the Debtors’ agents (other than the Notice and Claims Agent), the Debtors’ financial or legal advisors, and if so sent will not be counted;

g. if multiple Ballots are received from the same Holder with respect to the same Claim prior to the Voting Deadline, the last properly executed Ballot timely received will be deemed to reflect that Holder’s intent and will supersede and revoke any prior received Ballot;

h. Holders must vote all of their Claims within a particular Class either to accept or reject the Plan and may not split any votes. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Further, to the extent there are multiple Claims within the same Class, the applicable Debtor may, in its discretion, aggregate the Claims of any particular Holder within a Class for the purpose of counting votes;

i. a person signing a Ballot in its capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity of a Holder of Claims must indicate such capacity when signing;

j. the Debtors, subject to a contrary order of the Court, may waive any defects or irregularities as to any particular Irregular Ballot at any time, either before or after the close of voting, and any such waivers will be documented in the Voting Report;

k. neither the Debtors, nor any other Entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification;

l. unless waived or as ordered by the Court, any defects or irregularities in connection with deliveries of Ballots must be cured prior to the Voting Deadline or such Ballots will not be counted;

m. in the event a designation of lack of good faith is requested by a party in interest under section 1126(e) of the Bankruptcy Code, the Court will determine whether any vote to accept and/or reject the Plan cast with respect to that Claim will be counted for purposes of determining whether the Plan has been accepted and/or rejected;

n. subject to any order of the Court, the Debtors reserve the right to reject any and all Ballots not in proper form, the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules; provided that any such rejections will be documented in the Voting Report;

o. if a Claim has been estimated or otherwise Allowed only for voting purposes by order of the Court, such Claim shall be temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only, and not for purposes of allowance or distribution;

p. if an objection to a Claim is filed, such Claim shall be treated in accordance with the procedures set forth herein;

q. the following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot that is illegible or contains insufficient information to permit the identification of the Holder of such Claim; (ii) any Ballot cast by any Entity that does not hold a Claim in a Voting Class;

3 For the avoidance of doubt, a Ballot may be submitted via the online E-Ballot Portal.

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(iii) any Ballot cast for a Claim Scheduled as unliquidated, contingent, or disputed for which no Proof of Claim was timely filed by the Voting Record Date (unless the applicable bar date has not yet passed, in which case such Claim shall be entitled to vote in the amount of $1.00); (iv) any unsigned Ballot or Ballot lacking an original signature (for the avoidance of doubt, a Ballot submitted via the Notice and Claims Agent online balloting portal shall be deemed an original signature); (v) any Ballot not marked to accept or reject the Plan or marked both to accept and reject the Plan; and (vi) any Ballot submitted by any Entity not entitled to vote pursuant to the procedures described herein;

r. after the Voting Deadline, no Ballot may be withdrawn or modified without the prior written consent of the Debtors;

s. the Debtors are authorized to enter into stipulations with the Holder of any Claim agreeing to the amount of a Claim for voting purposes; and

t. where any portion of a single Claim has been transferred to a transferee, all Holders of any portion of such single Claim will be (i) treated as a single creditor for purposes of the numerosity requirements in section 1126(c) of the Bankruptcy Code (and for the other voting and solicitation procedures set forth herein), and (ii) required to vote every portion of such Claim collectively to accept or reject the Plan. In the event that (i) a Ballot, (ii) a group of Ballots within a Voting Class received from a single creditor, or (iii) a group of Ballots received from the various Holders of multiple portions of a single Claim partially reject and partially accept the Plan, such Ballots shall not be counted.

E. Amendments to the Plan and Solicitation and Voting Procedures. The Debtors reserve the right to make non-substantive or immaterial changes to the Disclosure Statement, Plan, Ballots, Confirmation Hearing Notice, and related documents without further order of the Court, including, without limitation, changes to correct typographical and grammatical errors, if any, and to make conforming changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation Package before their distribution.

[Remainder of page intentionally left blank]

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Exhibit 3

Form of Ballot and Opt-Out Form Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 160 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

BALLOT FOR HOLDERS OF CLASS 3 SELLER NOTE SECURED CLAIMS AND CLASS 4 GENERAL UNSECURED CLAIMS FOR VOTING TO ACCEPTOR REJECT THE DEBTORS’ JOINT PLAN PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR COMPLETING BALLOTS CAREFULLY BEFORE COMPLETING THIS BALLOT.

IN ORDER FOR YOUR VOTE TO BE COUNTED, THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED SO AS TO BE ACTUALLY RECEIVED BY THE NOTICE AND CLAIMS AGENT BY MARCH 10, 2021, AT 5:00 P.M., PREVAILING EASTERN TIME (THE “VOTING DEADLINE”) IN ACCORDANCE WITH THE FOLLOWING:

The above-captioned debtors and debtors in possession (collectively, the “Debtors”), are soliciting votes with respect to the Debtors Joint Chapter 11 Plan of Le Tote, Inc. and Its Debtor Affiliates (as may be amended from time to time, the “Plan”)2 as set forth in the Disclosure Statement for Joint Chapter 11 Plan of Le Tote, Inc. and Its Debtor Affiliates (as may be amended from time to time, the “Disclosure Statement”). The Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) has approved the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code, by entry of an order on February [3], 2021[Docket No. [●]] (the “Disclosure Statement Order”). Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.

You are receiving this ballot (the “Ballot”) because you are a Holder of a Seller Note Secured Claim in Class 3 or General Unsecured Claim in Class 4 as of January 29, 2021 (the “Voting Record Date”). Accordingly, you have a right to vote to accept or reject the Plan.

Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot (as well as the Plan, Disclosure Statement Order, and certain other materials). If you received Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them from (a) Stretto (the “Notice and Claims Agent”) at no charge by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/letote; (ii) writing to the Notice and Claims Agent at Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100,

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 161 of 220

Irvine, CA 92602; (iii) calling the Notice and Claims Agent at 855-217-8030; or (iv) emailing [email protected]; or (v) for a fee via PACER at http://www.vaeb.uscourts.gov.

This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, or if you believe that you have received the wrong ballot, please contact the Notice and Claims Agent immediately at the address, telephone number, or email address set forth above.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of your Claim. Your Claim has been placed in Class 3 or Class 4 under the Plan. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.

Item 1. Amount of Claim.

The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the beneficial Holder of Claims in the Voting Classes as set forth below (your “Claims”). You may vote to accept or reject the Plan. You must check the applicable box in the right-hand column below to “accept” or “reject” the Plan for each Voting Class in order to have your vote in that particular Voting Class counted.

Please note that you are voting all of your Claims in each particular Voting Class either to accept or reject the Plan. You may not split your vote in any particular Voting Class. If you do not indicate that you either accept or reject the Plan in each particular Voting Class by checking the applicable box(es) below, your vote in that particular Voting Class will not be counted. If you indicate that you both accept and reject the Plan for a particular Voting Class by checking both boxes below, your vote in that particular Voting Class will not be counted. Additionally, to the extent there are discrepancies between the amounts claimed in this Ballot and the lender register, the lender register will govern for vote tabulation purposes.

The Plan, though proposed jointly, constitutes a separate Plan proposed by each Debtor. Accordingly, your vote cast below will be applied in the same manner and in the same amount against each applicable Debtor.

The Holder of the Claims in the Voting Classes set forth below votes to (please check one and only one box per applicable Voting Claim):

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Item 2. Vote on Plan.

Voting Vote to Accept or Reject the Plan Description Amount3 Classes

ACCEPT (VOTE FOR) THE PLAN Class 3 Seller Note Secured Claims $______REJECT (VOTE AGAINST) THE PLAN

ACCEPT (VOTE FOR) THE PLAN Class 4 General Unsecured Claims $______REJECT (VOTE AGAINST) THE PLAN

Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

Item 3. Important information regarding the Third Party Release.

Article VIII.E of the Plan contains the following provision:

AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE LE TOTE APA, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT, THE PLAN, THE ASSET SALE, THE INVESTIGATION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT (INCLUDING PROVIDING ANY LEGAL OPINION REQUESTED BY ANY ENTITY REGARDING ANY TRANSACTION, CONTRACT, INSTRUMENT, DOCUMENT, OR OTHER AGREEMENT CONTEMPLATED BY THE PLAN OR THE RELIANCE BY ANY RELEASED PARTY ON THE PLAN OR THE CONFIRMATION ORDER IN LIEU OF SUCH LEGAL OPINION) CREATED OR ENTERED INTO IN CONNECTION WITH THE DISCLOSURE STATEMENT, OR THE PLAN, THE CHAPTER 11 CASES, THE ASSET PURCHASE AGREEMENT, THE ASSET SALE, THE LE TOTE APA, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY DEBTOR AND ANY RELEASED PARTY, AND ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE RELATING TO ANY OF THE FOREGOING, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR

3 To the extent there are discrepancies between the amounts claimed in this Ballot and the amounts shown on the lender register (as of the voting record date) at the time of tabulation, the lender register will govern for vote tabulation purposes.

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OMISSION OF A RELEASED PARTY THAT IS DETERMINED BY A FINAL ORDER TO CONSTITUTE WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (I) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN, (II) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN, (III) RELEASE ANY CLAIMS OR CAUSES OF ACTION AGAINST ANY NON RELEASED PARTY, OR (IV) RELEASE THE DEBTORS OR THE HBC PARTIES FROM THE MUTUAL INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE V.E HEREIN.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASE HEREIN IS: (I) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (II) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE RELEASING PARTIES; (III) IN THE BEST INTERESTS OF THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS; (IV) FAIR, EQUITABLE AND REASONABLE; (V) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (VI) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.

***

UNDER THE PLAN, “RELEASING PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO ACCEPT THE PLAN; (I) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO ACCEPT THE PLAN; (J) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ABSTAIN FROM VOTING ON THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (K) ALL HOLDERS OF CLAIMS OR INTERESTS THAT VOTE TO REJECT THE PLAN OR ARE DEEMED TO REJECT THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (L) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (M); AND (M) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (M), EACH IN THEIR CAPACITY AS SUCH.

UNDER THE PLAN, “RELEASED PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) THE COMMITTEE AND EACH OF ITS MEMBERS; (I) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (J); AND (J) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (J), EACH IN THEIR CAPACITY AS SUCH (UNLESS ANY SUCH ENTITY OR RELATED PARTY HAS OPTED OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, IN WHICH CASE SUCH ENTITY OR RELATED PARTY, AS APPLICABLE, SHALL NOT BE A RELEASED PARTY).

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Item 3. Certifications.

By signing this Ballot, the undersigned certifies to the Court and the Debtors:

(a) that, as of the Voting Record Date, either: (i) the undersigned is the beneficial Holder of the Claims in the Voting Classes as set forth in Item 1; or (ii) the undersigned is an authorized signatory for an Entity that is the beneficial Holder of the Claims in the Voting Classes as set forth in Item 1;

(b) that the undersigned (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein;

(c) that the undersigned has cast the same vote with respect to all Claims in the Voting Classes; and

(d) that no other Ballots with respect to the Claims in the Voting Classes identified in Item 1 have been cast or, if any other Ballots have been cast with respect to such Claims, then any such earlier Ballots voting those Claims are hereby revoked.

Name of Holder: (Print or Type)

Signature: Name of Signatory: (If other than Holder) Title: Address:

Telephone Number: Email: Date Completed:

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PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT (WITH AN ORIGINAL SIGNATURE) PROMPTLY VIA FIRST CLASS MAIL (OR THE ENCLOSED REPLY ENVELOPE PROVIDED), OVERNIGHT COURIER, OR HAND DELIVERY TO: Le Tote Inc. Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

In addition, you may submit your Ballot to the Notice and Claims Agent via the electronic balloting platform maintained by the Notice and Claims Agent at www.cases.stretto.com/letote clicking on the “File an E-Ballot” link, and following the instructions set forth on the website. 4

IMPORTANT NOTE: You will need the following information to submit your customized electronic Ballot: Unique E-Ballot ID#:______

The Notice and Claims Agent’s email address is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your electronic Ballot. Please complete and submit an electronic Ballot for each E-Ballot ID# you receive, as applicable. Creditors who cast a Ballot via the Notice and Claims Agent’s website should NOT also submit a paper Ballot.

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE MARCH 10, 2021, AT 5:00 P.M., PREVAILING EASTERN TIME, (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE TRANSMITTED BY THIS BALLOT MAY BE COUNTED TOWARD CONFIRMATION OF THE PLAN ONLY IN THE DISCRETION OF THE DEBTORS.

4 The encrypted ballot data and audit trail created by such electronic E-Ballot submission shall become part of the record of any vote submitted in this manner and the creditor’s electronic signature will be deemed to be immediately legally valid and effective.

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INSTRUCTIONS FOR COMPLETING THIS BALLOT

1. The Debtors are soliciting the votes of holders of Claims with respect to the Plan attached as Exhibit A to the Disclosure Statement. Capitalized terms used in the Ballot or in these instructions (the “Ballot Instructions”) but not otherwise defined therein or herein shall have the meaning set forth in the Plan, a copy of which also accompanies the Ballot. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan can be confirmed by the Court and thereby made binding upon you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of Claims in at least one class of creditors that votes on the Plan and if the Plan otherwise satisfies the requirements for confirmation provided by section 1129(a) of the Bankruptcy Code. Please review the Disclosure Statement for more information.

3. To ensure that your Ballot is counted, you must complete and submit this Ballot as instructed herein. Ballots will not be accepted by email or facsimile.

4. Use of Ballot. To ensure that your Ballot is counted, you must: (a) complete your Ballot in accordance with these instructions; (b) clearly indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Ballot; and (c) clearly sign and submit your Ballot as instructed herein.

5. Your Ballot must be returned to the Notice and Claims Agent so as to be actually received by the Notice and Claims Agent on or before the Voting Deadline. The Voting Deadline is March 10, 2021, at 5:00 p.m., prevailing Eastern Time.

6. If a Ballot is received after the Voting Deadline and if the Voting Deadline is not extended, it may be counted only in the sole and absolute discretion of the Debtors. Additionally, the following Ballots will not be counted: (a) any Ballot that partially rejects and partially accepts the Plan; (b) Ballots sent to the Debtors, the Debtors’ agents (other than the Notice and Claims Agent), any Agent, indenture trustee, or the Debtors’ financial or legal advisors; (c) Ballots sent by email or facsimile; (d) any Ballot that is illegible or contains insufficient information to permit the identification of the holder of the Claim; (e) any Ballot submitted by a holder not entitled to vote pursuant to the Plan; (f) any unsigned Ballot; (g) any non-original Ballot; and/or (h) any Ballot not marked to accept or reject the Plan or any Ballot marked both to accept and reject the Plan.

7. The method of delivery of Ballots to the Notice and Claims Agent is at the election and risk of each holder of a Claim. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Ballot. In all cases, holders should allow sufficient time to assure timely delivery.

8. If multiple Ballots are received from the same holder of a Claim entitled to Vote on the Plan with respect to the same Claim prior to the Voting Deadline, the latest, timely received, and properly completed Ballot will supersede and revoke any earlier received Ballots, provided that, if a holder timely submits both a paper Ballot and E-Ballot on account of the same Claim, the E-Ballot shall supersede the paper Ballot.

9. You must vote all of your Claims either to accept or reject the Plan and may not split your vote. If a Holder has multiple Claims in each of the Voting Classes, the Company may direct the Notice and Claims Agent to aggregate those Claims for the purpose of counting votes. Additionally, to the extent there are discrepancies between the amounts claimed in this Ballot and the lender register, the lender register will govern for vote tabulation purposes.

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10. This Ballot does not constitute, and shall not be deemed to be, (a) a Proof of Claim or (b) an assertion or admission of a Claim.

11. Please be sure to sign and date your Ballot. If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Notice and Claims Agent, the Debtors, or the Bankruptcy Court, must submit proper evidence to the requesting party to so act on behalf of such holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Ballot.

12. If you hold Claims in more than one Class under the Plan you may receive more than one ballot coded for each different Class. Each ballot votes only your Claims indicated on that ballot, so please complete and return each ballot that you received.

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT, THESE VOTING INSTRUCTIONS OR THE PROCEDURES FOR VOTING, PLEASE CALL THE RESTRUCTURING HOTLINE AT: 855-217-8030 (TOLL FREE) OR EMAIL [email protected].

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE THE VOTING DEADLINE, WHICH IS ON MARCH 10, 2021, AT 5:00 P.M., PREVAILING EASTERN TIME, (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE TRANSMITTED HEREBY MAY BE COUNTED ONLY IN THE DISCRETION OF THE DEBTORS.

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BALLOT OPT-OUT FORM

Classes 3 and 4

THIS OPT-OUT FORM IMPACTS YOUR LEGAL RIGHTS. PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR COMPLETING THIS OPT-OUT FORM CAREFULLY BEFORE COMPLETING THIS OPT-OUT FORM.

UNLESS YOU CHECK THE BOX ON THIS OPT-OUT FORM BELOW AND FOLLOW ALL INSTRUCTIONS, YOU WILL BE HELD TO FOREVER RELEASE THE RELEASED PARTIES IN ACCORDANCE WITH THE PLAN.

THIS OPT-OUT FORM MUST BE COMPLETED, EXECUTED, AND RETURNED SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICE AND CLAIMS AGENT PRIOR TO 5:00 P.M. PREVAILING EASTERN TIME ON MARCH 10, 2021 (THE “VOTING DEADLINE”).

Item 1. Optional Third-Party Release Election. Item 1 is to be completed only if you are opting out of the Third-Party Release contained in Article VIII.E of the Plan.

The Holder of Claims Against the Debtors in Class 3 or Class 4 hereby elects to:

 OPT OUT of the Third-Party Release (note that opting out of the release will result in you not being included in the definition of “Released Party” or “Releasing Party” under the Plan.)

IMPORTANT INFORMATION REGARDING THE THIRD-PARTY RELEASE:

IF THE COURT CONFIRMS THE PLAN, YOU WILL BE BOUND BY THE TERMS OF THE PLAN, INCLUDING, WITHOUT LIMITATION, THE THIRD-PARTY RELEASE, UNLESS YOU CHECK THE BOX IN ITEM 1 ABOVE INDICATING YOUR DECISION TO OPT OUT OF THE THIRD-PARTY RELEASE AND RETURN THIS OPT-OUT FORM TO THE NOTICE AND CLAIMS AGENT SUCH THAT IS IT ACTUALLY RECEIVED PRIOR TO THE VOTING DEADLINE.

IF YOU DO NOT OPT OUT OF THE THIRD-PARTY RELEASE AS SET FORTH HEREIN, AND THE COURT CONFIRMS THE PLAN, YOU WILL BE BOUND BY THE THIRD-PARTY RELEASE.

Article VIII.E of the Plan contains the following provision:

AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE LE TOTE APA, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT, THE PLAN, THE ASSET SALE, THE INVESTIGATION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT,

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INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT (INCLUDING PROVIDING ANY LEGAL OPINION REQUESTED BY ANY ENTITY REGARDING ANY TRANSACTION, CONTRACT, INSTRUMENT, DOCUMENT, OR OTHER AGREEMENT CONTEMPLATED BY THE PLAN OR THE RELIANCE BY ANY RELEASED PARTY ON THE PLAN OR THE CONFIRMATION ORDER IN LIEU OF SUCH LEGAL OPINION) CREATED OR ENTERED INTO IN CONNECTION WITH THE DISCLOSURE STATEMENT, OR THE PLAN, THE CHAPTER 11 CASES, THE ASSET PURCHASE AGREEMENT, THE ASSET SALE, THE LE TOTE APA, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY DEBTOR AND ANY RELEASED PARTY, AND ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE RELATING TO ANY OF THE FOREGOING, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION OF A RELEASED PARTY THAT IS DETERMINED BY A FINAL ORDER TO CONSTITUTE WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (I) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN, (II) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN, (III) RELEASE ANY CLAIMS OR CAUSES OF ACTION AGAINST ANY NON RELEASED PARTY, OR (IV) RELEASE THE DEBTORS OR THE HBC PARTIES FROM THE MUTUAL INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE V.E HEREIN.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASE HEREIN IS: (I) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (II) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE RELEASING PARTIES; (III) IN THE BEST INTERESTS OF THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS; (IV) FAIR, EQUITABLE AND REASONABLE; (V) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (VI) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.

***

UNDER THE PLAN, “RELEASING PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO ACCEPT THE PLAN; (I) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO ACCEPT THE PLAN; (J) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ABSTAIN FROM VOTING ON THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (K) ALL HOLDERS OF CLAIMS OR INTERESTS THAT VOTE TO REJECT THE PLAN OR ARE DEEMED TO REJECT THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN

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THE PLAN; (L) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (M); AND (M) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (M), EACH IN THEIR CAPACITY AS SUCH.

UNDER THE PLAN, “RELEASED PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) THE COMMITTEE AND EACH OF ITS MEMBERS; (I) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (J); AND (J) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (J), EACH IN THEIR CAPACITY AS SUCH (UNLESS ANY SUCH ENTITY OR RELATED PARTY HAS OPTED OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, IN WHICH CASE SUCH ENTITY OR RELATED PARTY, AS APPLICABLE, SHALL NOT BE A RELEASED PARTY).

Item 2. Certifications.

By signing this Opt-Out Form, the undersigned certifies to the Court and the Debtors that:

(a) either: (i) the undersigned is the Holder of a Class 3 Seller Note Secured Claim or Class 4 General Unsecured Claims (ii) the undersigned is an authorized signatory for an entity that is the Holder of a Class 3 Seller Note Secured Claim or Class 4 General Unsecured Claims. (b) that the Entity or, in the case of an authorized signatory, the holder has received a copy of the Disclosure Statement and Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Holder has made the same election with respect to all Class 3 Seller Note Secured Claims or Class 4 General Unsecured Claims; and (d) that no other Opt-Out Forms with respect to your Class 3 Seller Note Secured Claims or Class 4 General Unsecured Claims, the Debtors have been cast or, if any other Opt-Out Forms have been cast with respect to such Claims against the Debtors, such Opt-Out Forms are hereby revoked.

Name of Holder: (Print or Type) Social Security (Last 4 Digits) or Federal Tax Identification Number: Signature: Name of Signatory: (If Other Than Holder) Title: Address:

Date Completed:

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IF ELECTING TO OPT OUT OF THE THIRD-PARTY RELEASE, PLEASE COMPLETE, SIGN AND DATE THIS OPT-OUT FORM AND RETURN IT AS FOLLOWS:

If by first class mail in the envelop provided, If online: overnight courier or hand delivery: www.cases.stretto.com/letote Le Tote Inc. Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

Telephone: 855-217-8030 (toll free)

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE, WHICH IS 5:00 (PREVAILING EASTERN TIME) TIME ON MARCH 10, 2021, YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE EFFECTIVE.

IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected].

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INSTRUCTIONS FOR COMPLETING THIS OPT-OUT FORM

1. Capitalized terms used in the Opt-Out Form or in these instructions but not otherwise defined therein or herein shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure Statement Order, as applicable, copies of which also accompany the Opt-Out Form.

2. To ensure that your election is counted, you must complete and submit this hard copy Opt-Out Form unless you are submitting your Ballot via the online balloting portal.

3. You will be deemed to consent to the Third-Party Release set forth in Article VIII of the Plan unless you clearly indicate your decision to opt out of the Third-Party Release by checking the box provided in Item 1 of the Opt-Out Form. The Opt-Out Form must then be (a) executed and completed in accordance with these instructions (and as explained in greater detail in the Disclosure Statement Order that was included herein) and (b) returned to the Notice and Claims Agent such that it is actually received by the Notice and Claims Agent prior to the Voting Deadline.

4. If an Opt-Out Form is received after the Voting Deadline, it will not be effective. Additionally, the following Opt-Out Form will NOT be effective: ▪ Opt-Out Form sent to the Debtors, the Debtors’ agents (other than the Notice and Claims Agent), any indenture trustee, or the Debtors’ financial or legal advisors; ▪ Opt-Out Form sent by facsimile, email, or any other electronic means; ▪ any Opt-Out Form that is illegible or contains insufficient information to permit the identification of the Holder of the Claim; ▪ any unsigned Opt-Out Form, or for any Opt-Out Form completed by hand, an Opt-Out Form lacking an original signature; ▪ any Opt-Out Form that purports to alter the terms of the Third-Party Release; ▪ any Opt-Out Form submitted by an entity that does not hold a Claim or Interest in a Class that is entitled to opt out of the Third-Party Release; and ▪ any Opt-Out Form submitted by any entity otherwise not entitled to opt out of the Third-Party Release pursuant to the Solicitation Procedures.

5. The method of delivery of the Opt-Out Form to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Opt-Out Form. For Opt-Out Forms submitted by hand, instead of effecting delivery by first-class mail, it is recommended, though not required, that Holders of Claims use an overnight or hand delivery service. In all cases, Holders of Claims should allow sufficient time to assure timely delivery.

6. The Opt-Out Form is not a letter of transmittal and may not be used for any purpose other than, subject to the limitations set forth in the Opt-Out Form, opt out of the Third-Party Release. Accordingly, at this time, Holders of Claims should not surrender certificates or instruments representing or evidencing their Claims, and neither the Debtors nor the Notice and Claims Agent will accept delivery of any such certificates or instruments surrendered together with an Opt-Out Form.

7. This Opt-Out Form does not constitute, and shall not be deemed to be, (a) a proof of claim or (b) an assertion or admission of a Claim or Interest.

8. Please be sure to sign and date your Opt-Out Form. If you are signing an Opt-Out Form in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party of your authority to so act on behalf of such Holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Opt-Out Form. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 173 of 220

9. If you hold Claims in more than one Class under the Plan you may receive more than one Opt-Out Form or Ballot with respect to the Plan for each different Class. Each Opt-Out Form or Ballot governs only your Claims indicated on that Opt-Out Form and/or Ballot, so please complete and return each Opt-Out Form or Ballot you received.

10. After the Voting Deadline, no Opt-Out Form may be withdrawn or modified without the prior written consent of the Debtors. PLEASE SUBMIT YOUR OPT-OUT FORM PROMPTLY. IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected].

PLEASE NOTE THAT THE NOTICE AND CLAIMS AGENT IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL OR FINANCIAL ADVICE.

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE COUNTED.

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Exhibit 4

Form of Non-Voting Status Notice and Opt-Out Form Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 175 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ) NOTICE OF NON-VOTING STATUS AND OPT-OUT FORM TO HOLDERS OR POTENTIAL HOLDERS OF UNIMPAIRED CLAIMS CONCLUSIVELY PRESUMED TO ACCEPT THE PLAN AND/OR HOLDERS OR POTENTIAL HOLDERS OF IMPAIRED CLAIMS OR INTERESTS DEEMED TO REJECT THE PLAN

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No.[●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the ’ Joint Plan of Le Tote, Inc. and its Debtor Affiliate (as modified, amended, or supplemented from time to time, the “Plan”).2 (b) approving the Disclosure Statement for the Debtors’ ’ Joint Plan of Le Tote, Inc. and its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages; and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT you are a Holder3 or potential Holder of a Claim or Interest against the Debtors that is not entitled to vote on the Plan due to the nature and treatment of such Claim or Interest under the Plan. Specifically, a Holder of a Claim in a class that is not Impaired under the Plan is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote on the Plan. Further, a Holder of a Claim or Interest in a class that is Impaired under the Plan and conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code is not entitled to vote on the Plan.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on March 18, 2021 at 1:00 p.m. prevailing Eastern Time, before the Honorable Keith L. Phillips, in the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Suite 5100, Richmond, VA 23219-1888 or by electronic means, including telephone

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms not otherwise defined herein have the same meanings as set forth in the Plan.

3 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Plan or Disclosure Statement, as applicable. The statements contained herein are summaries of the provisions contained in the Plan and Disclosure Statement and do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred therein. If there is a discrepancy between the terms herein and the Plan or Disclosure Statement, the Plan or Disclosure Statement, as applicable, shall govern and control. For a more detailed description of the Plan, please refer to the Disclosure Statement. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 176 of 220

or video conference, as directed by the court. Additional information regarding procedures for hearings before the Court, including telephonic and/or videoconference hearings consistent with the Protocol in Response to Public Health Emergency, in light of the ongoing public response to COVID-19 is available by visiting the Court’s website at: https://www.vaeb.uscourts.gov/.

PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan is March 10, 2021, at 5:00 p.m., prevailing Eastern Time (the “Plan Objection Deadline”). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state, with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before the Plan Objection Deadline:

Co-Counsel to the Debtors

Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP Michael A. Condyles 601 Lexington Avenue Peter J. Barrett New York, New York 10022 Jeremy S. Williams -and- Brian H. Richardson David L. Eaton KUTAK ROCK LLP Jaimie Fedell 901 East Byrd Street, Suite 1000 KIRKLAND & ELLIS LLP Richmond, Virginia 23219-4071 300 North LaSalle Chicago, Illinois 60654 U.S. Trustee

Office of the United States Trustee for the Eastern District of Virginia 101 West Lombard Street, Suite 2625 Baltimore, MD 21201

Office of the United States Trustee for the Eastern District of Virginia 701 East Broad Street, Suite 4000, Richmond, VA 23219

Counsel to the Official Committee of Unsecured Creditors Appointed in These Chapter 11 Cases

Jay R. Indyke Ian Shapiro Cullen Speckhart Evan Lazerowitz COOLEY LLP Paul Springer 1299 Pennsylvania Avenue, NW Suite 700 COOLEY LLP Washington, DC 20003 55 Hudson Yards New York, New York 10001

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Stretto, the notice and claims agent retained by the Debtors in the Chapter 11 Cases (the “Notice and Claims Agent”), by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/letote; (ii) writing to the Notice and Claims Agent at Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (iii) calling the Notice and Claims Agent at 855-217-8030; or (iv) emailing [email protected]; or (v) or for a fee via PACER at http://www.vaeb.uscourts.gov.

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ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE VIII.E CONTAINS A THIRD-PARTY RELEASE. PURSUANT TO THE PLAN YOU ARE DEEMED TO ACCEPT THE PLAN AND THEREFORE ARE DEEMED TO HAVE CONSENTED TO THE RELEASES SET FORTH IN ARTICLE VIII.E. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE NOTICE AND CLAIMS AGENT.

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Dated: ______, 2021

/s/ KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (administer pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 179 of 220

OPTIONAL: RELEASE OPT-OUT FORM

You are receiving this opt out form (the “Opt-Out Form”) because you may be a Holder of a Claim or Interest that is not entitled to vote on the Joint Prepackaged Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as amended, supplemented, or otherwise modified from time to time, the “Plan”). Holders of Claims or Interests are deemed to grant the Third-Party Release set forth in the Notice unless a Holder affirmatively opts out of the Third-Party Release or timely objects to the Third-Party Release on or before March 10, 2021, at 5:00 p.m., prevailing Eastern Time, and such objection is not resolved before confirmation.

If you believe you are a Holder of a Claim or Interest with respect to Le Tote, Inc. and its Debtor Affiliates and you choose to opt out of the Third-Party Release set forth in Article VIII.E of the Plan, you may submit your election to opt out through one of the following methods: (A) completing, signing, and returning the Opt-Out Form via first class mail or in the enclosed reply envelope provided, overnight courier, or hand delivery to Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100 Irvine, CA 92602 so that the Notice and Claims Agent actually receives such form prior to the Opt-Out Deadline or (B) completing, signing, and submitting the Opt- Out Form online at https://cases.stretto.com/letote, so that the Notice and Claims Agent actually receives such form prior to the Opt-Out Deadline. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 180 of 220

Opt-Out Form

STRETTO (THE “NOTICE AND CLAIMS AGENT”) MUST RECEIVE THIS OPT-OUT FORM ON OR BEFORE MARCH 10, 2021, AT 5:00 P.M., PREVAILING EASTERN TIME (THE “OPT-OUT DEADLINE”). IF THE OPT-OUT FORM IS RECEIVED AFTER THE OPT-OUT DEADLINE, IT WILL NOT BE COUNTED.

Item 1. Amount of Claim. The undersigned hereby certifies that, as of January 29, 2021 (the “Voting Record Date”), the undersigned was the Holder of either (a) Class 1 Other Priority Secured Claim; (b) Class 2 Other Secured Claims; (c) Class 7 Le Tote Interests; and (d) Class 8 Section 510(b) Claims.

Class 1 Claims Amount $ ______

Class 2 Claims Amount $ ______

Class 7 Claims Amount $ ______Class 8 Claims Amount $ ______

Item 2. Important information regarding the Third-Party Release.

AS A HOLDER OF A CLAIM, YOU ARE A “RELEASING PARTY” UNDER THE PLAN AND ARE DEEMED TO PROVIDE THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN, AS SET FORTH BELOW. YOU MAY CHECK THE BOX BELOW TO ELECT NOT TO GRANT THE RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN. YOU WILL NOT BE CONSIDERED A “RELEASING PARTY” UNDER THE PLAN ONLY IF (I) THE BANKRUPTCY COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT OUT OF THE RELEASES AND (II) YOU EITHER (A) CHECK THE BOX BELOW AND SUBMIT THE OPT-OUT FORM ON OR BEFORE THE OPT-OUT DEADLINE OR (B) TIMELY OBJECT TO THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN AND SUCH OBJECTION IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT THE THIRD-PARTY RELEASE IS AT YOUR OPTION.

 OPT OUT of the Third Party Release (note that opting out of the release will result in you not being included in the definition of “Released Party” or “Releasing Party” under the Plan.)

Article VIII.E of the Plan contains the following provision:

AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE LE TOTE APA, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT, THE PLAN, THE ASSET SALE, THE INVESTIGATION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT (INCLUDING PROVIDING ANY LEGAL OPINION REQUESTED BY ANY ENTITY REGARDING ANY TRANSACTION, Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 181 of 220

CONTRACT, INSTRUMENT, DOCUMENT, OR OTHER AGREEMENT CONTEMPLATED BY THE PLAN OR THE RELIANCE BY ANY RELEASED PARTY ON THE PLAN OR THE CONFIRMATION ORDER IN LIEU OF SUCH LEGAL OPINION) CREATED OR ENTERED INTO IN CONNECTION WITH THE DISCLOSURE STATEMENT, OR THE PLAN, THE CHAPTER 11 CASES, THE ASSET PURCHASE AGREEMENT, THE ASSET SALE, THE LE TOTE APA, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY DEBTOR AND ANY RELEASED PARTY, AND ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE RELATING TO ANY OF THE FOREGOING, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION OF A RELEASED PARTY THAT IS DETERMINED BY A FINAL ORDER TO CONSTITUTE WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (I) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN, (II) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN, (III) RELEASE ANY CLAIMS OR CAUSES OF ACTION AGAINST ANY NON RELEASED PARTY, OR (IV) RELEASE THE DEBTORS OR THE HBC PARTIES FROM THE MUTUAL INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE V.E HEREIN.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASE HEREIN IS: (I) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (II) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE RELEASING PARTIES; (III) IN THE BEST INTERESTS OF THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS; (IV) FAIR, EQUITABLE AND REASONABLE; (V) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (VI) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.

***

UNDER THE PLAN, “RELEASING PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO ACCEPT THE PLAN; (I) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO ACCEPT THE PLAN; (J) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ABSTAIN FROM VOTING ON THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (K) ALL HOLDERS OF CLAIMS OR INTERESTS THAT VOTE TO REJECT THE PLAN OR ARE DEEMED TO REJECT THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (L) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH

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THE FOLLOWING CLAUSE (M); AND (M) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (M), EACH IN THEIR CAPACITY AS SUCH.

UNDER THE PLAN, “RELEASED PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) THE COMMITTEE AND EACH OF ITS MEMBERS; (I) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (J); AND (J) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (J), EACH IN THEIR CAPACITY AS SUCH (UNLESS ANY SUCH ENTITY OR RELATED PARTY HAS OPTED OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, IN WHICH CASE SUCH ENTITY OR RELATED PARTY, AS APPLICABLE, SHALL NOT BE A RELEASED PARTY).

Item 3. Certifications.

By signing this Opt-Out Form, the undersigned certifies to the Court and the Debtors that:

a. that, as of the Voting Record Date, either (i) the Entity is the Holder of the Claims set forth in Item 1 or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Claims set forth in Item 1;

b. that the Holder has received a copy of the Notice of Non-Voting Status to Holders or Potential Holders of Claims and Opt Out-Form and that this Opt-Out Form is submitted pursuant to the terms and conditions set forth therein;

c. that the Entity has submitted the same respective election concerning the releases with respect to all Claims in a single Class set forth in Item 1; and

d. that no other Opt-Out Form with respect to the amount(s) of Claims identified in Item 1 have been submitted or, if any other Opt-Out Forms have been submitted with respect to such Claims, then any such earlier Opt-Out Forms are hereby revoked.

Name of Holder: (Print or Type) Social Security (Last 4 Digits) or Federal Tax Identification Number: Signature: Name of Signatory: (If Other Than Holder) Title: Address:

Date Completed:

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IF ELECTING TO OPT OUT OF THE THIRD-PARTY RELEASE, PLEASE COMPLETE, SIGN AND DATE THIS OPT-OUT FORM AND RETURN it AS FOLLOWS:

If by first class mail in the envelop provided, If online: overnight courier or hand delivery: https://cases.stretto.com/letote Le Tote Inc. Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

Telephone: 855-217-8030 (toll free)

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE, WHICH IS 5:00 P.M. PREVAILING EASTERN TIME ON MARCH 10, 2021, YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE EFFECTIVE.

IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected].

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INSTRUCTIONS FOR COMPLETING THIS OPT-OUT FORM

1. Capitalized terms used in the Opt-Out Form or in these instructions but not otherwise defined therein or herein shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure Statement Order, as applicable, copies of which also accompany the Opt-Out Form.

2. To ensure that your election is counted, you must complete and submit this hard copy Opt-Out Form unless you are submitting your Ballot via the online balloting portal.

3. You will be deemed to consent to the Third-Party Release set forth in Article VIII of the Plan unless you clearly indicate your decision to opt out of the Third-Party Release by checking the box provided in Item 1 of the Opt-Out Form. The Opt-Out Form must then be (a) executed and completed in accordance with these instructions (and as explained in greater detail in the Disclosure Statement Order that was included herein) and (b) returned to the Notice and Claims Agent such that it is actually received by the Notice and Claims Agent prior to the Voting Deadline.

4. If an Opt-Out Form is received after the Voting Deadline, it will not be effective. Additionally, the following Opt-Out Form will NOT be effective: ▪ Opt-Out Form sent to the Debtors, the Debtors’ agents (other than the Notice and Claims Agent), any indenture trustee, or the Debtors’ financial or legal advisors; ▪ Opt-Out Form sent by facsimile, email, or any other electronic means; ▪ any Opt-Out Form that is illegible or contains insufficient information to permit the identification of the Holder of the Claim; ▪ any unsigned Opt-Out Form, or for any Opt-Out Form completed by hand, an Opt-Out Form lacking an original signature; ▪ any Opt-Out Form that purports to alter the terms of the Third-Party Release; ▪ any Opt-Out Form submitted by an entity that does not hold a Claim or Interest in a Class that is entitled to opt out of the Third-Party Release; and ▪ any Opt-Out Form submitted by any entity otherwise not entitled to opt out of the Third-Party Release pursuant to the Solicitation Procedures.

5. The method of delivery of Opt-Out Form to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Opt-Out Form. For Opt-Out Forms submitted by hand, instead of effecting delivery by first-class mail, it is recommended, though not required, that Holders of Claims use an overnight or hand delivery service. In all cases, Holders of Claims should allow sufficient time to assure timely delivery.

6. The Opt-Out Form is not a letter of transmittal and may not be used for any purpose other than, subject to the limitations set forth in the Opt-Out Form, opt out of the Third-Party Release. Accordingly, at this time, Holders of Claims should not surrender certificates or instruments representing or evidencing their Claims, and neither the Debtors nor the Notice and Claims Agent will accept delivery of any such certificates or instruments surrendered together with an Opt-Out Form.

7. This Opt-Out Form does not constitute, and shall not be deemed to be, (a) a proof of claim or (b) an assertion or admission of a Claim or Interest.

8. Please be sure to sign and date your Opt-Out Form. If you are signing an Opt-Out Form in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party of your authority to so act on behalf of such Holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Opt-Out Form. 9. If you hold Claims in more than one Class under the Plan you may receive more than one Opt-Out Form or Ballot with respect to the Plan for each different Class. Each Opt-Out Form or Ballot governs only your Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 185 of 220

Claims indicated on that Opt-Out Form and/or Ballot, so please complete and return each Opt-Out Form or Ballot you received.

10. After the Voting Deadline, no Opt-Out Form may be withdrawn or modified without the prior written consent of the Debtors. PLEASE SUBMIT YOUR OPT-OUT FORM PROMPTLY.

IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected].

PLEASE NOTE THAT THE NOTICE AND CLAIMS AGENT IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL OR FINANCIAL ADVICE.

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE COUNTED.

2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 186 of 220

Exhibit 5

Form of Notice to Disputed Claim Holders

3 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 187 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

NOTICE OF NON-VOTING STATUS WITH RESPECT TO DISPUTED CLAIMS

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No.[●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the Debtors’ Joint Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”);2 (b) approving the Disclosure Statement for the Debtors’ Joint Plan of Le Tote, Inc. and its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages; and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because you are the Holder of a Claim that is subject to a pending objection by the Debtors. You are not entitled to vote any disputed portion of your Claim on the Plan unless one or more of the following events have taken place before March 8, 2021, at 5:00 p.m., prevailing Eastern Time (the date that is two (2) business days before the Voting Deadline) (each, a “Resolution Event”):

1. an order of the Court is entered allowing such Claim pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; 2. an order of the Court is entered temporarily allowing such Claim for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; 3. a stipulation or other agreement is executed between the holder of such Claim and the Debtors temporarily allowing the holder of such Claim to vote its Claim in an agreed upon amount; or 4. the pending objection to such Claim is voluntarily withdrawn by the objecting party.

Accordingly, this notice is being sent to you for informational purposes only.

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Stretto, the notice and claims agent retained by the Debtors in the Chapter 11 Cases (the “Notice and Claims Agent”), by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/letote; (ii) writing to the Notice and Claims Agent at Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (iii) calling the Notice and

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms not otherwise defined herein have the same meanings as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 188 of 220

Claims Agent at 855-217-8030; or (iv) emailing [email protected]; or (v) or for a fee via PACER at http://www.vaeb.uscourts.gov.

PLEASE TAKE FURTHER NOTICE THAT if a Resolution Event occurs, then no later than one business day thereafter, the Notice and Claims Agent shall distribute a ballot, and a pre-addressed, postage pre-paid envelope to you, which must be returned to the Notice and Claims Agent no later than the Voting Deadline, which is on March 10, 2021, at 5:00 p.m., prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE THAT if you have any questions about the status of any of your Claims, you should contact the Notice and Claims Agent in accordance with the instructions provided above.

[Remainder of page intentionally left blank]

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Dated: ______, 2021

/s/ KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (administer pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession Steven N. Serajeddini, P.C. (admitted pro hac vice) Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 190 of 220

OPTIONAL: RELEASE OPT-OUT FORM

You are receiving this opt out form (the “Opt-Out Form”) because you may be a Holder of a Claim or Interest that is not entitled to vote on the Joint Prepackaged Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates(as amended, supplemented, or otherwise modified from time to time, the “Plan”). Holders of Claims or Interests are deemed to grant the Third-Party Release set forth in the Notice unless a Holder affirmatively opts out of the Third-Party Release or timely objects to the Third-Party Release on or before March 10, 2021, at 5:00 p.m., prevailing Eastern Time, and such objection is not resolved before confirmation.

If you believe you are a Holder of a Claim or Interest with respect to Le Tote, Inc. and its Debtor Affiliates and you choose to opt out of the Third-Party Release set forth in Article VIII.E of the Plan, you may submit your election to opt out through one of the following methods: (A) completing, signing, and returning the Opt-Out Form via first class mail or in the enclosed reply envelope provided, overnight courier, or hand delivery to Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100 Irvine, CA 92602 so that the Notice and Claims Agent actually receives such form prior to the Opt-Out Deadline or (B) completing, signing, and submitting the Opt- Out Form vi email at [email protected], so that the Notice and Claims Agent actually receives such form prior to the Opt-Out Deadline. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 191 of 220

Opt-Out Form

STRETTO (THE “NOTICE AND CLAIMS AGENT”) MUST RECEIVE THIS OPT-OUT FORM ON OR BEFORE MARCH 10, 2021, AT 5:00 P.M., PREVAILING EASTERN TIME (THE “OPT-OUT DEADLINE”). IF THE OPT-OUT FORM IS RECEIVED AFTER THE OPT-OUT DEADLINE, IT WILL NOT BE COUNTED.

Item 1. Important information regarding the Third-Party Release.

AS A HOLDER OF A CLAIM, YOU ARE A “RELEASING PARTY” UNDER THE PLAN AND ARE DEEMED TO PROVIDE THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN, AS SET FORTH BELOW. YOU MAY CHECK THE BOX BELOW TO ELECT NOT TO GRANT THE RELEASE CONTAINED IN ARTICLE VIII.E OF THE PLAN. YOU WILL NOT BE CONSIDERED A “RELEASING PARTY” UNDER THE PLAN ONLY IF (I) THE BANKRUPTCY COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT OUT OF THE RELEASES AND (II) YOU EITHER (A) CHECK THE BOX BELOW AND SUBMIT THE OPT-OUT FORM ON OR BEFORE THE OPT-OUT DEADLINE OR (B) TIMELY OBJECT TO THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN AND SUCH OBJECTION IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT THE THIRD-PARTY RELEASE IS AT YOUR OPTION.

 OPT OUT of the Third Party Release (note that opting out of the release will result in you not being included in the definition of “Released Party” or “Releasing Party” under the Plan.)

Article VIII.E of the Plan contains the following provision:

AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE LE TOTE APA, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT, THE PLAN, THE ASSET SALE, THE INVESTIGATION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT (INCLUDING PROVIDING ANY LEGAL OPINION REQUESTED BY ANY ENTITY REGARDING ANY TRANSACTION, CONTRACT, INSTRUMENT, DOCUMENT, OR OTHER AGREEMENT CONTEMPLATED BY THE PLAN OR THE RELIANCE BY ANY RELEASED PARTY ON THE PLAN OR THE CONFIRMATION ORDER IN LIEU OF SUCH LEGAL OPINION) CREATED OR ENTERED INTO IN CONNECTION WITH THE DISCLOSURE STATEMENT, OR THE PLAN, THE CHAPTER 11 CASES, THE ASSET PURCHASE AGREEMENT, THE ASSET SALE, THE LE TOTE APA, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY DEBTOR AND ANY RELEASED PARTY, AND ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE RELATING TO ANY OF THE FOREGOING, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION OF A RELEASED PARTY THAT IS DETERMINED BY A FINAL ORDER TO CONSTITUTE WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 192 of 220

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (I) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN, (II) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN, (III) RELEASE ANY CLAIMS OR CAUSES OF ACTION AGAINST ANY NON RELEASED PARTY, OR (IV) RELEASE THE DEBTORS OR THE HBC PARTIES FROM THE MUTUAL INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE V.E HEREIN.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASE HEREIN IS: (I) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (II) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE RELEASING PARTIES; (III) IN THE BEST INTERESTS OF THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS; (IV) FAIR, EQUITABLE AND REASONABLE; (V) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (VI) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.

***

UNDER THE PLAN, “RELEASING PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO ACCEPT THE PLAN; (I) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO ACCEPT THE PLAN; (J) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ABSTAIN FROM VOTING ON THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (K) ALL HOLDERS OF CLAIMS OR INTERESTS THAT VOTE TO REJECT THE PLAN OR ARE DEEMED TO REJECT THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE FORM INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE PLAN; (L) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (M); AND (M) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (M), EACH IN THEIR CAPACITY AS SUCH.

UNDER THE PLAN, “RELEASED PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE, IN THEIR RESPECTIVE CAPACITIES AS SUCH: (A) THE DEBTORS AND POST EFFECTIVE DATE DEBTORS; (B) THE ABL AGENT; (C) THE ABL LENDERS; (D) THE TERM LOAN AGENT; (E) THE TERM LOAN LENDERS; (F) THE HBC PARTIES; (G) THE HBS PARTIES; (H) THE COMMITTEE AND EACH OF ITS MEMBERS; (I) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (J); AND (J) EACH RELATED PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (J), EACH IN THEIR CAPACITY AS SUCH (UNLESS ANY SUCH ENTITY OR RELATED PARTY HAS OPTED OUT OF THE RELEASES CONTAINED IN ARTICLE VIII.E OF THE PLAN, IN WHICH CASE SUCH ENTITY OR RELATED PARTY, AS APPLICABLE, SHALL NOT BE A RELEASED PARTY). Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 193 of 220

Item 2. Certifications. By signing this Opt-Out Form, the undersigned certifies to the Court and the Debtors that:

a. that, as of the Voting Record Date, either (i) the Entity is the Holder of the Claims set forth in Item 1 or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Claims set forth in Item 1;

b. that the Holder has received a copy of the Notice of Non-Voting Status to Holders or Potential Holders of Claims and Opt Out-Form and that this Opt-Out Form is submitted pursuant to the terms and conditions set forth therein;

c. that the Entity has submitted the same respective election concerning the releases with respect to all Claims in a single Class set forth in Item 1; and

d. that no other Opt-Out Form with respect to the amount(s) of Claims identified in Item 1 have been submitted or, if any other Opt-Out Forms have been submitted with respect to such Claims, then any such earlier Opt-Out Forms are hereby revoked.

Name of Holder: (Print or Type) Social Security (Last 4 Digits) or Federal Tax Identification Number: Signature: Name of Signatory: (If Other Than Holder) Title: Address:

Date Completed:

IF ELECTING TO OPT OUT OF THE THIRD-PARTY RELEASE, PLEASE COMPLETE, SIGN AND DATE THIS OPT-OUT FORM AND RETURN IT AS FOLLOWS:

If by first class mail in the envelop provided, If online: overnight courier or hand delivery: www.cases.stretto.com/letote Le Tote Inc. Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

Telephone: 855-217-8030 (toll free) Email: [email protected].

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE, WHICH IS 5:00 P.M. PREVAILING EASTERN TIME ON MARCH 10, 2021, YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE EFFECTIVE. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 194 of 220

IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected]. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 195 of 220

INSTRUCTIONS FOR COMPLETING THIS OPT-OUT FORM

1. Capitalized terms used in the Opt-Out Form or in these instructions but not otherwise defined therein or herein shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure Statement Order, as applicable, copies of which also accompany the Opt-Out Form.

2. To ensure that your election is counted, you must complete and submit this hard copy Opt-Out Form unless you are submitting your Ballot via the online balloting portal.

3. You will be deemed to consent to the Third-Party Release set forth in Article VIII of the Plan unless you clearly indicate your decision to opt out of the Third-Party Release by checking the box provided in Item 1 of the Opt- Out Form. The Opt-Out Form must then be (a) executed and completed in accordance with these instructions (and as explained in greater detail in the Disclosure Statement Order that was included herein) and (b) returned to the Notice and Claims Agent such that it is actually received by the Notice and Claims Agent prior to the Voting Deadline.

4. If an Opt-Out Form is received after the Voting Deadline, it will not be effective. Additionally, the following Opt-Out Form will NOT be effective: ▪ Opt-Out Form sent to the Debtors, the Debtors’ agents (other than the Notice and Claims Agent), any indenture trustee, or the Debtors’ financial or legal advisors; ▪ Opt-Out Form sent by facsimile, email, or any other electronic means; ▪ any Opt-Out Form that is illegible or contains insufficient information to permit the identification of the Holder of the Claim; ▪ any unsigned Opt-Out Form, or for any Opt-Out Form completed by hand, an Opt-Out Form lacking an original signature; ▪ any Opt-Out Form that purports to alter the terms of the Third-Party Release; ▪ any Opt-Out Form submitted by an entity that does not hold a Claim or Interest in a Class that is entitled to opt out of the Third-Party Release; and ▪ any Opt-Out Form submitted by any entity otherwise not entitled to opt out of the Third-Party Release pursuant to the Solicitation Procedures.

5. The method of delivery of Opt-Out Form to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Opt-Out Form. For Opt-Out Forms submitted by hand, instead of effecting delivery by first-class mail, it is recommended, though not required, that Holders of Claims use an overnight or hand delivery service. In all cases, Holders of Claims should allow sufficient time to assure timely delivery.

6. The Opt-Out Form is not a letter of transmittal and may not be used for any purpose other than, subject to the limitations set forth in the Opt-Out Form, opt out of the Third-Party Release. Accordingly, at this time, Holders of Claims should not surrender certificates or instruments representing or evidencing their Claims, and neither the Debtors nor the Notice and Claims Agent will accept delivery of any such certificates or instruments surrendered together with an Opt-Out Form.

7. This Opt-Out Form does not constitute, and shall not be deemed to be, (a) a proof of claim or (b) an assertion or admission of a Claim or Interest.

8. Please be sure to sign and date your Opt-Out Form. If you are signing an Opt-Out Form in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party of your authority to so act on behalf of such Holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Opt-Out Form. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 196 of 220

9. If you hold Claims in more than one Class under the Plan you may receive more than one Opt-Out Form or Ballot with respect to the Plan for each different Class. Each Opt-Out Form or Ballot governs only your Claims indicated on that Opt-Out Form and/or Ballot, so please complete and return each Opt-Out Form or Ballot you received.

10. After the Voting Deadline, no Opt-Out Form may be withdrawn or modified without the prior written consent of the Debtors. PLEASE SUBMIT YOUR OPT-OUT FORM PROMPTLY.

IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM, THESE OPT-OUT FORM INSTRUCTIONS, OR THE PROCEDURES FOR OPTING OUT OF THE THIRD-PARTY RELEASE, PLEASE CALL THE NOTICE AND CLAIMS AGENT AT 855-217-8030 (TOLL FREE) OR VIA EMAIL AT [email protected].

PLEASE NOTE THAT THE NOTICE AND CLAIMS AGENT IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL OR FINANCIAL ADVICE.

IF THE NOTICE AND CLAIMS AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT FORM PRIOR TO THE VOTING DEADLINE YOUR ELECTION TRANSMITTED HEREBY WILL NOT BE COUNTED. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 197 of 220

Exhibit 6

Form of Cover Letter Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 198 of 220

[●], 2021

Via First Class Mail

RE: In re Le Tote, Inc., et al., Chapter 11 Case No. 20 -33332(KLP) (Jointly Administered)

TO ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN: Le Tote, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”)1 each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) on August 2, 2020.

You have received this letter and the enclosed materials because you are entitled to vote on the Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”).2 On [●], the Court entered an order (the “Disclosure Statement Order”): (a) authorizing the Debtors to solicit acceptances for the Plan; (b) approving the Disclosure Statement for the Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages (the “Solicitation Package”); and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan, and for filing objections to the Plan.

YOU ARE RECEIVING THIS LETTER BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN. THEREFORE, YOU SHOULD READ THIS LETTER CAREFULLY AND DISCUSS IT WITH YOUR ATTORNEY. IF YOU DO NOT HAVE AN ATTORNEY, YOU MAY WISH TO CONSULT ONE.

In addition to this cover letter, the enclosed materials comprise your Solicitation Package, and were approved by the Court for distribution to Holders of Claims in connection with the solicitation of votes to accept the Plan. The Solicitation Package consists of the following: a. a copy of the Solicitation and Voting Procedures; b. a Ballot, together with detailed voting instructions and a pre-addressed, postage prepaid return envelope; c. this letter; d. the Disclosure Statement, as approved by the Bankruptcy Court (and exhibits thereto, including the Plan); e. the Disclosure Statement Order (excluding the exhibits thereto, except the Solicitation and Voting Procedures); f. the notice of the hearing to consider confirmation of the Plan; and g. such other materials as the Court may direct.

Le Tote, Inc. (on behalf of itself and each of the other Debtors) has approved the filing of the Plan and the solicitation of votes to accept the Plan. The Debtors believe that the acceptance of the Plan is in the best interests of their estates, Holders of Claims, and all other parties in interest. Moreover, the Debtors believe that any alternative

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms used but not otherwise defined herein have the meanings as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 199 of 220

other than Confirmation of the Plan could result in extensive delays and increased administrative expenses, which, in turn, likely would result in smaller distributions (or no distributions) on account of Claims asserted in the Chapter 11 Cases.

THE DEBTORS STRONGLY URGE YOU TO PROPERLY AND TIMELY SUBMIT YOUR BALLOT CASTING A VOTE TO ACCEPT THE PLAN. BALLOTS SHOULD BE SUBMITTED VIA MAIL OR THROUGH THE ONLINE BALLOT PORTAL IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED ON YOUR BALLOT. THE VOTING DEADLINE IS 5:00 P.M. PREVAILING EASTERN TIME ON MARCH 10, 2021.

The materials in the Solicitation Package are intended to be self-explanatory. If you should have any questions, however, please feel free to contact Stretto, the notice and claims agent retained by the Debtors in the Chapter 11 Cases (the “Notice and Claims Agent”), by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/letote; (ii) writing to the Notice and Claims Agent at Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (iii) calling the Notice and Claims Agent at 855-217-8030; or (iv) emailing [email protected]. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.vaeb.uscourts.gov. Please be advised that the Notice and Claims Agent is authorized to answer questions about, and provide additional copies of, the solicitation materials, but may not advise you as to whether you should vote to accept or reject the Plan.

Sincerely,

/s/ Ed Kremer Ed Kremer Chief Restructuring Officer Le Tote, Inc., on its own behalf and for each of the Debtors

2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 200 of 220

Exhibit 7

Form of Confirmation Hearing Notice Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 201 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

NOTICE OF HEARING TO CONSIDER CONFIRMATION OF THE CHAPTER 11 PLAN FILED BY THE DEBTORS AND RELATED VOTING AND OBJECTION DEADLINES

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No. [●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”);2 (b) approving the Disclosure Statement for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliate (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages (the “Solicitation Packages”); and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on March 18, 2021, at 1:00 p.m. prevailing Eastern Time, before the Honorable Keith L. Phillips, in the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Suite 5100, Richmond, VA 23219-1888 or by electronic means, including telephone or video conference, as directed by the court. Additional information regarding procedures for hearings before the Court, including telephonic and/or videoconference hearings consistent with the Protocol in Response to Public Health Emergency, in light of the ongoing public response to COVID-19 is available by visiting the Court’s website at: https://www.vaeb.uscourts.gov/.

PLEASE BE ADVISED: THE CONFIRMATION HEARING MAY BE CONTINUED FROM TIME TO TIME BY THE COURT OR THE DEBTORS WITHOUT FURTHER NOTICE OTHER THAN BY SUCH ADJOURNMENT BEING ANNOUNCED IN OPEN COURT OR BY A NOTICE OF ADJOURNMENT FILED WITH THE COURT AND SERVED ON ALL PARTIES ENTITLED TO NOTICE.

CRITICAL INFORMATION REGARDING VOTING ON THE PLAN

Voting Record Date. The voting record date is January 29, 2021, which is the date for determining which Holders of Claims in Class 3 or Class 4 are entitled to vote on the Plan.

Voting Deadline. The deadline for voting on the Plan is on March 10, 2021, at 5:00 p.m. prevailing Eastern Time (the “Voting Deadline”). If you received a Solicitation Package, including a Ballot and intend to vote on the Plan you must: (a) follow the instructions carefully; (b) complete all of the required information on the ballot; and

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms not otherwise defined herein have the same meanings as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 202 of 220

(c) execute and return your completed Ballot according to and as set forth in detail in the voting instructions so that it is actually received by the Debtors’ notice and claims agent, Stretto (the “Notice and Claims Agent”) on or before the Voting Deadline. A failure to follow such instructions may disqualify your vote.

CRITICAL INFORMATION REGARDING OBJECTING TO THE PLAN

ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE VIII.E CONTAINS A THIRD-PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.

Plan Objection Deadline. The deadline for filing objections to the Plan is March 10, 2021, at 5:00 p.m., prevailing Eastern Time (the “Plan Objection Deadline”). All objections to the relief sought at the Confirmation Hearing must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state, with particularity, the legal and factual basis for the objection and, if practicable, a proposed modification to the Plan (or related materials) that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before the Plan Objection Deadline:

Proposed Co-Counsel to the Debtors

Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP Michael A. Condyles 601 Lexington Avenue Peter J. Barrett New York, New York 10022 Jeremy S. Williams -and- Brian H. Richardson David L. Eaton KUTAK ROCK LLP Jaimie Fedell 901 East Byrd Street, Suite 1000 KIRKLAND & ELLIS LLP Richmond, Virginia 23219-4071 300 North LaSalle Chicago, Illinois 60654 U.S. Trustee

Office of the United States Trustee for the Eastern District of Virginia 101 West Lombard Street, Suite 2625 Baltimore, MD 21201

Office of the United States Trustee for the Eastern District of Virginia 701 East Broad Street, Suite 4000, Richmond, VA 23219 Counsel to the Official Committee of Unsecured Creditors Appointed in These Chapter 11 Cases

Jay R. Indyke Ian Shapiro Cullen Speckhart Evan Lazerowitz COOLEY LLP Paul Springer 1299 Pennsylvania Avenue, NW Suite 700 COOLEY LLP Washington, DC 20003 55 Hudson Yards New York, New York 10001

2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 203 of 220

ADDITIONAL INFORMATION

Obtaining Solicitation Materials. The materials in the Solicitation Package are intended to be self- explanatory. If you should have any questions or if you would like to obtain additional solicitation materials (or paper copies of solicitation materials if you received a CD-ROM or flash drive), please feel free to contact the Debtors’ Notice and Claims Agent, by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/letote; (ii) writing to the Notice and Claims Agent at Le Tote Inc. Balloting Processing Center, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (iii) calling the Notice and Claims Agent at 855-217-8030; or (iv) emailing [email protected]. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.vaeb.uscourts.gov. Please be advised that the Notice and Claims Agent is authorized to answer questions about, and provide additional copies of, solicitation materials, but may not advise you as to whether you should vote to accept or reject the Plan.

The Plan Supplement. The Debtors will file the Plan Supplement (as defined in the Plan) on or before March 1, 2021, and will serve notice on all Holders of Claims entitled to vote on the Plan, which will: (a) inform parties that the Debtors filed the Plan Supplement; (b) list the information contained in the Plan Supplement; and (c) explain how parties may obtain copies of the Plan Supplement.

BINDING NATURE OF THE PLAN:

IF CONFIRMED, THE PLAN SHALL BIND ALL HOLDERS OF CLAIMS AND INTERESTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT SUCH HOLDER WILL RECEIVE OR RETAIN ANY PROPERTY OR INTEREST IN PROPERTY UNDER THE PLAN, HAS FILED A PROOF OF CLAIM IN THE CHAPTER 11 CASES, OR FAILED TO VOTE TO ACCEPT OR REJECT THE PLAN OR VOTED TO REJECT THE PLAN.

3 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 204 of 220

Dated: ______, 2021

/s/ KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (admitted pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 205 of 220

Exhibit 8

Form of Plan Supplement Notice Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 206 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

NOTICE OF FILING OF PLAN SUPPLEMENT

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No. [●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”); (b) approving the Disclosure Statement for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliate (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages (the “Solicitation Packages”); and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT as contemplated by the Plan and the Disclosure Statement Order approving the Disclosure Statement, the Debtors filed the Plan Supplement with the Court on [●], 2021 [Docket No. [●]]. The Plan Supplement contains the following documents (each as defined in the Plan): (a) Exhibit of Assumed Executory Contracts and Unexpired Leases; (b) Exhibit of Rejected Executory Contracts and Unexpired Leases; (c) the identity of the Plan Administrator and the terms of compensation of the Plan Administrator; (c) Exhibit of Retained Causes of Action; (d) any transition services agreements between the Purchasers and the Debtors; (e) the Description of Transactions Steps, if applicable; (f) the Wind-Down Budget; and (g) any other necessary documentation related to the Restructuring Transactions.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on March 18, 2021, at 1:00 p.m. prevailing Eastern Time, before the Honorable Keith L. Phillips, in the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Suite 5100, Richmond, VA 23219-1888 or by electronic means, including telephone or video conference, as directed by the court. Additional information regarding procedures for hearings before the Court, including telephonic and/or videoconference hearings consistent with the Protocol in Response to Public Health Emergency, in light of the ongoing public response to COVID-19 is available by visiting the Court’s website at: https://www.vaeb.uscourts.gov/.

PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan is March 10, 2021, at 5:00 p.m. prevailing Eastern Time (the “Plan Objection Deadline”). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state, with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before the Plan Objection Deadline:

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 207 of 220

Proposed Co-Counsel to the Debtors Steven N. Serajeddini KIRKLAND & ELLIS LLP Michael A. Condyles 601 Lexington Avenue Peter J. Barrett New York, New York 10022 Jeremy S. Williams -and- Brian H. Richardson David L. Eaton KUTAK ROCK LLP KIRKLAND & ELLIS LLP 901 East Byrd Street, Suite 1000 300 North LaSalle Richmond, Virginia 23219-4071 Chicago, Illinois 60654 U.S. Trustee

Office of the United States Trustee for the Eastern District of Virginia 101 West Lombard Street, Suite 2625 Baltimore, MD 21201

Office of the United States Trustee for the Eastern District of Virginia 701 East Broad Street, Suite 4000, Richmond, VA 23219

Counsel to the Official Committee of Unsecured Creditors Appointed in These Chapter 11 Cases

Jay R. Indyke Ian Shapiro Cullen Speckhart Evan Lazerowitz COOLEY LLP Paul Springer 1299 Pennsylvania Avenue, NW Suite 700 COOLEY LLP Washington, DC 20003 55 Hudson Yards New York, New York 10001

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Stretto, the notice and claims agent retained by the Debtors in the Chapter 11 Cases (the “Notice and Claims Agent”), by: (a) calling the Notice and Claims Agent at 855-217-8030; (TOLL FREE); (b) visiting the Debtors’ restructuring website at: https://cases.stretto.com/letote; (c) writing to Notice and Claims Agent, Attn: Le Tote Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; and/or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.vaeb.uscourts.gov.

ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE VIII.E CONTAINS A THIRD-PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE NOTICE AND CLAIMS AGENT.

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Dated: ______, 2021

/s/ KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (admitted pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession 601 Lexington Avenue

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Exhibit 9

Form of Notice of Assumption of Executory Contracts and Unexpired Leases

4 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 210 of 220

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Joint Administration Requested) )

NOTICE OF (A) EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE ASSUMED BY THE DEBTORS PURSUANT TO THE PLAN, (B) CURE AMOUNTS, IF ANY, AND (C) RELATED PROCEDURES IN CONNECTION THEREWITH

PLEASE TAKE NOTICE THAT on February [3], 2021, the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) entered an order [Docket No. [●]] (the “Disclosure Statement Order”): (a) authorizing Le Tote, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliates (as modified, amended, or supplemented from time to time, the “Plan”),2 (b) approving the Disclosure Statement for the Debtors’ Joint Chapter 11 Plan of Le Tote, Inc. and its Debtor Affiliate (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the solicitation packages (the “Solicitation Packages”); and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT the Debtors filed the Assumed Executory Contract and Unexpired Lease List Docket No. [●] (the “Assumption Exhibit ”) with the Court as part of the Plan Supplement on [●] as contemplated under the Plan. The determination to assume the agreements identified on the Assumption Exhibit is subject to revision.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on March 18, 2021, at 1:00 p.m. prevailing Eastern Time, before the Honorable Keith L. Phillips, in the United States Bankruptcy Court for the Eastern District of Virginia, located at 701 East Broad Street, Suite 5100, Richmond, VA 23219-1888 or by electronic means, including telephone or video conference, as directed by the court. Additional information regarding procedures for hearings before the Court, including telephonic and/or videoconference hearings consistent with the Protocol in Response to Public Health Emergency, in light of the ongoing public response to COVID-19 is available by visiting the Court’s website at: https://www.vaeb.uscourts.gov/.

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because the Debtors’ records reflect that you are a party to an Executory Contract or Unexpired Lease that is listed on the Assumption Exhibit. Therefore, you are advised to review carefully the information contained in this notice and the related provisions of the Plan, including the Assumption Exhibit.

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms not otherwise defined herein have the same meanings as set forth in the Plan. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 211 of 220

PLEASE TAKE FURTHER NOTICE that the Debtors are proposing to assume the Executory Contract(s) and Unexpired Lease(s) listed in Exhibit A attached hereto to which you are a party:3

PLEASE TAKE FURTHER NOTICE THAT section 365(b)(1) of the Bankruptcy Code requires a chapter 11 debtor to cure, or provide adequate assurance that it will promptly cure, any defaults under executory contracts and unexpired leases at the time of assumption. Accordingly, the Debtors have conducted a thorough review of their books and records and have determined the amounts required to cure defaults, if any, under the Executory Contract(s) and Unexpired Lease(s), which amounts are listed Exhibit A. Please note that if no amount is stated for a particular Executory Contract or Unexpired Lease, the Debtors believe that there is no cure amount outstanding for such contract or lease.

PLEASE TAKE FURTHER NOTICE THAT absent any pending dispute, the monetary amounts required to cure any existing defaults arising under the Executory Contract(s) and Unexpired Lease(s) identified above will be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by the Debtors in Cash on the Effective Date or as soon as reasonably practicable thereafter. In the event of a dispute, however, payment of the cure amount would be made following the entry of a final order(s) resolving the dispute and approving the assumption. If an objection to the proposed assumption or related cure amount is sustained by the Court, however, the Debtors may elect to reject such Executory Contract or Unexpired Lease in lieu of assuming it.

PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan (including any assumption of an Executory Contract or Unexpired Lease as contemplated in the Plan Supplement) is March 10, 2021, at 5:00 p.m. prevailing Eastern Time (the “Plan Objection Deadline”). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules and any orders of the Court; (c) state, with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before the Plan Objection Deadline:

3 Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Assumption Exhibit, nor anything contained in the Plan or each Debtor’s Exhibit of assets and liabilities, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease capable of assumption, that any Reorganized Debtor(s) has any liability thereunder, or that such Executory Contract or Unexpired Lease is necessarily a binding and enforceable agreement. Further, the Debtors expressly reserve the right to (a) remove any Executory Contract or Unexpired Lease from the Assumption Exhibit and reject such Executory Contract or Unexpired Lease pursuant to the terms of the Plan, up until the Effective Date and (b) contest any Claim (or cure amount) asserted in connection with assumption of any Executory Contract or Unexpired Lease.

2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 212 of 220

Proposed Co-Counsel to the Debtors Steven N. Serajeddini KIRKLAND & ELLIS LLP Michael A. Condyles 601 Lexington Avenue Peter J. Barrett New York, New York 10022 Jeremy S. Williams -and- Brian H. Richardson David L. Eaton KUTAK ROCK LLP Jaimie Fedell 901 East Byrd Street, Suite 1000 KIRKLAND & ELLIS LLP Richmond, Virginia 23219-4071 300 North LaSalle Chicago, Illinois 60654 U.S. Trustee

Office of the United States Trustee for the Eastern District of Virginia 101 West Lombard Street, Suite 2625 Baltimore, MD 21201

Office of the United States Trustee for the Eastern District of Virginia 701 East Broad Street, Suite 4000, Richmond, VA 23219

Counsel to the Official Committee of Unsecured Creditors Appointed in These Chapter 11 Cases

Jay R. Indyke Ian Shapiro Cullen Speckhart Evan Lazerowitz COOLEY LLP Paul Springer 1299 Pennsylvania Avenue, NW Suite 700 COOLEY LLP Washington, DC 20003 55 Hudson Yards New York, New York 10001

PLEASE TAKE FURTHER NOTICE THAT any objections to the Plan in connection with the assumption of the Executory Contract(s) and Unexpired Lease(s) identified above and/or related cure or adequate assurances proposed in connection with the Plan that remain unresolved as of the Confirmation Hearing will be heard at the Confirmation Hearing (or such other date as fixed by the Court).

PLEASE TAKE FURTHER NOTICE THAT any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have assented to such assumption and cure amount.

PLEASE TAKE FURTHER NOTICE THAT ASSUMPTION OF ANY EXECUTORY CONTRACT OR UNEXPIRED LEASE PURSUANT TO THE PLAN OR OTHERWISE SHALL RESULT IN THE FULL RELEASE AND SATISFACTION OF ANY CLAIMS OR DEFAULTS, WHETHER MONETARY OR NONMONETARY, INCLUDING DEFAULTS OF PROVISIONS RESTRICTING THE CHANGE IN CONTROL OR OWNERSHIP INTEREST COMPOSITION OR OTHER BANKRUPTCY-RELATED DEFAULTS, ARISING UNDER ANY ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE AT ANY TIME BEFORE THE DATE OF THE DEBTORS OR REORGANIZED DEBTORS ASSUME SUCH EXECUTORY CONTRACT OR UNEXPIRED LEASE. ANY PROOFS OF CLAIM FILED WITH RESPECT TO AN EXECUTORY CONTRACT OR UNEXPIRED LEASE THAT HAS BEEN ASSUMED SHALL BE DEEMED DISALLOWED AND EXPUNGED, WITHOUT FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT.

3 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 213 of 220

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Stretto, the notice and claims agent retained by the Debtors in the Chapter 11 Cases (the “Notice and Claims Agent”), by: (a) calling the Notice and Claims Agent at 855-217-8030; (TOLL FREE); (b) visiting the Debtors’ restructuring website at: https://cases.stretto.com/letote; (c) writing to Notice and Claims Agent, Attn: Le Tote Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; and/or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.vaeb.uscourts.gov.

ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE VIII.E CONTAINS A THIRD-PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE NOTICE AND CLAIMS AGENT.

4 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 214 of 220

Dated: ______, 2021

/s/ KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (admitted pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession 601 Lexington Avenue

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Exhibit A

Exhibit of Contracts and Leases and Proposed Cure Cost Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 216 of 220

Description of Assumed Debtor Counterparty Cure Cost Contracts or Leases Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 217 of 220

Exhibit 10

Committee Support Letter

3 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 218 of 220

February 2, 2021

To: Unsecured Creditors of Le Tote, Inc., Lord & Taylor LLC, et al.

Re: In re Le Tote, Inc., Lord & Taylor LLC, et al. (Case No. 20-33332)

Statement of the Official Committee of Unsecured Creditors in Support of the Second Amended Joint Chapter 11 Plan of Le Tote, Inc. and Its Debtor Affiliates [Docket No. 879] (the “Plan”)1

Dear Creditor:

The undersigned professionals represent the Official Committee of Unsecured Creditors (the “Committee”) of Le Tote, Inc., Lord & Taylor LLC, and certain of their affiliates (collectively, the “Debtors”) in their Chapter 11 Cases pending before the Honorable Keith L. Phillips in the United States Bankruptcy Court for the Eastern District of Virginia.

The Committee, in representing the interests of holders of General Unsecured Claims, strongly recommends that holders of General Unsecured Claims review the Plan filed on February 1, 2021 and vote to accept it by completing and returning the enclosed ballot.

The Committee has been intimately involved in all aspects of these Chapter 11 Cases, including the sale of substantially all of the Debtors’ assets and the investigations into potential claims that might exist for the benefit of holders of General Unsecured Claims, including potential claims against certain affiliates of Hudson’s Bay Company ULC (“HBC”). Following its own independent investigation, the Committee negotiated a settlement with the Debtors and HBC (the “HBC Settlement”) that significantly benefits all holders of General Unsecured Claims.

The Plan incorporates the terms of the HBC Settlement and the Plan currently provides for, among other things, the following key items:2

• Projected GUC Recovery: as noted in the Disclosure Statement, holders of Allowed General Unsecured Claims are projected to receive a minimum 8% recovery on account of their Allowed General Unsecured Claims, before any additional prospective recoveries from the Debtors’ pending litigation against Urban Outfitters, Inc. (described below). A significant component of this recovery includes HBC consenting to the disallowance of certain rejection damages claims on account of a master lease held by an HBC affiliate.

• Urban Outfitters Litigation Recovery: prior to the Petition Date, the Debtors commenced a lawsuit against Urban Outfitters, Inc. (“Urban Outfitters”) in the district court for the Eastern District of Pennsylvania alleging violations of certain trade secrets acts, breach of contract, unfair competition, and unjust enrichment. Any proceeds from that lawsuit

1 Capitalized terms used but not defined herein shall have the meanings given to them in the Plan. 2 This is intended to be a non-comprehensive summary of certain provisions of the Plan, and in the event of any inconsistency between this letter and the Plan, the Plan controls in all respects.

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(“Urban Outfitters Proceeds”) shall be allocated as follows: (i) first to holders of Allowed General Unsecured Claims until such holders have received $1 million on account of the Allowed General Unsecured Claims; (ii) second, split 75% to holders of Allowed General Unsecured Claims and 25% to holders of the Seller Note Secured Claim until the Seller Note Claim is paid in full; and (iii) third, to holders of Allowed General Unsecured Claims.

• Committee Control Rights Over Urban Outfitters Litigation: a Plan Administrator shall be appointed to administer the Estates’ assets and to pursue the Urban Outfitters Litigation following the Plan Effective Date. The powers of the Plan Administrator shall be subject to oversight from a Plan Administrator Oversight Board and the member of the Plan Administrator Oversight Board appointed by the Committee shall have the exclusive right to direct the Plan Administrator with respect to enforcement, prosecution, and other matters pertaining to the management and disposition of the Urban Outfitters Litigation other than expenditures in connection with the Urban Outfitters Litigation which shall remain in the purview of the full Plan Administrator Oversight Board.

• Preference Waivers: if the Plan is confirmed, Holders of General Unsecured Claims against which the Debtors possess Preference Actions will be released and discharged by the Debtors, their Estates, the Post-Effective Date Debtors, and the Plan Administrator from all Preference Actions.

A copy of the Plan and Disclosure Statement, containing detailed information regarding the Debtors, their business, the sale of substantially all of their assets, the history and events of the Chapter 11 Cases, and the proposed distributions to various classes of Claims, including General Unsecured Claims, may be downloaded and/or viewed free of charge at the Debtors’ case website (https://cases.stretto.com/letote/). You should read the Plan and Disclosure Statement carefully.

The Committee believes that the Plan was proposed in good faith, appropriately classifies claims and interests, is fair and equitable, provides a higher recovery to holders of General Unsecured Claims than such holders would receive in a chapter 7 liquidation, and otherwise complies with the requirements for confirmation of a Plan pursuant to the Bankruptcy Code.

Holders of Allowed General Unsecured Claims may vote in Class 4. If the Plan is not approved, the benefits of the HBC Settlement to holders of Allowed General Unsecured Claims may not be realized. Accordingly, the Committee strongly urges Holders of General Unsecured Claims to vote to accept the Plan.

You should review the Plan, ballot, and voting instructions carefully. The Voting Deadline is 5:00 p.m., prevailing Eastern Time, on March 10, 2021. Please complete and submit your ballots in accordance with the enclosed instructions so that they are received no later than the Voting Deadline.

If you have any questions regarding the proper classification of your General Unsecured Claim, the terms of the HBC Settlement, the terms of the Plan, or any other matter, please do not hesitate to contact any of the undersigned Committee professionals. Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 220 of 220

Very truly yours,

Cooley LLP

Cullen Speckhart Jay Indyke Evan Lazerowitz Paul Springer (202) 776-2052 (212) 479-6080 (212) 479-6113 (212) 479-6783 [email protected] [email protected] [email protected] [email protected]

Counsel to the Committee

BDO Consulting Group, LLC

David Berliner Michele Michaelis (212) 885-8347 (212) 885-7281 [email protected] [email protected]

Financial Advisor to the Committee

COMMITTEE MEMBERS3 The CIT Group/Commercial Services, Inc. G-III Leather Fashions, Inc. Liquidity Capital II, L.P.

3 This communication does not constitute and will not be construed as a solicitation by any individual member of the Committee.