In the United States Bankruptcy Court for the District of Delaware

Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 1 of 10

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CRED INC., et al., Case No. 20-12836 (JTD)

Debtors.1 (Jointly Administered)

Hearing Date: Feb. 3, 2021 at 1:00 p.m. (EST) Obj. Deadline: Jan. 13, 2021 at 4:00 p.m. (EST)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL., TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP AS COUNSEL, NUNC PRO TUNC TO DECEMBER 5, 2020

The Official Committee of Unsecured Creditors (the “Committee”) of the above- captioned debtors and debtors in possession (collectively, the “Debtors”) hereby submits this application (the “Application”), pursuant to sections 328(a) and 1103(a) of title 11 of the United

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

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

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), for entry of an order, substantially in the form attached hereto as

Exhibit A (the “Proposed Order”), authorizing the Committee to retain and employ McDermott

Will & Emery LLP (“McDermott”) as its counsel in connection with the above-captioned chapter 11 cases (the “Chapter 11 Cases”) effective nunc pro tunc to December 5, 2020. In support of this Application, the Committee submits the declaration of Timothy W. Walsh, a partner of McDermott (the “Walsh Declaration”), attached hereto as Exhibit B, and the

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are as follows: Cred Inc. (8268), Cred (US) LLC (5799), Cred Capital, Inc. (4064), Cred Merchant Solutions LLC (3150), and Cred (Puerto Rico) LLC (3566). The Debtors’ mailing address is 3 East Third Avenue, San Mateo, California 94401. Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 2 of 10

declaration of Michael Michelin (the “Michelin Declaration”), not in his individual capacity but solely in his capacity as co-chair of the Committee, attached hereto as Exhibit C. In further support of this Application, the Committee respectfully represents as follows:

JURISDICTION AND VENUE

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334, and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.

§ 157(b)(2).

2. Venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The

Committee consents to the entry of a final order by the Court.

3. The statutory and legal predicates for the relief requested herein are Bankruptcy

Code sections 328(a) and 1103, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1.

BACKGROUND

4. On November 7, 2020 (the “Petition Date”), the Debtors commenced the Chapter

11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107(a) and 1108.

5. On December 3, 2020, the United States Trustee for the District of Delaware (the

“U.S. Trustee”) appointed the Committee in the Chapter 11 Cases. See Docket No. 120.

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RELIEF REQUESTED

6. By this Application, the Committee seeks to retain and employ McDermott as its bankruptcy counsel pursuant to Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rules

2014(a) and 2016, and Local Rules 2014-1 and 2016-1, nunc pro tunc to December 5, 2020.

RETENTION OF MCDERMOTT

7. The Committee respectfully submits that it is necessary and appropriate for it to retain and employ McDermott to, among other things:

a. Advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Cases;

b. Assist and advise the Committee in its consultations and negotiations with the Debtors and other parties in interest relative to the administration of the Chapter 11 Cases;

c. Solicit information from and provide information to the general creditor body, including through the establishment of a Committee information website;

d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with holders of claims and equity interests;

e. Assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and their insiders and of the operation of the Debtors’ businesses;

f. Assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions, and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents;

g. Assist and advise the Committee as to its communications with the general creditor body regarding significant matters in the Chapter 11 Cases;

h. Represent the Committee at all hearings and other proceedings before the Court;

i. Review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety

3 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 4 of 10

and, to the extent deemed appropriate by the Committee, support, join, or object thereto;

j. Advise and assist the Committee with respect to any legislative, regulatory, or governmental activities;

k. Assist the Committee in its review and analysis of the Debtors’ various agreements;

l. Prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any matter related to the Debtors or the Chapter 11 Cases;

m. Investigate and analyze any claims belonging to the Debtors’ estates; and

n. Perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties, as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law.

8. The Committee believes McDermott possesses extensive knowledge and expertise in the areas of law relevant to the Chapter 11 Cases, and McDermott is well qualified to represent the Committee in the Chapter 11 Cases. In selecting counsel, the Committee sought attorneys with considerable experience, including in representing unsecured creditors’ committees in chapter 11 cases and other debt restructurings. McDermott has extensive experience in chapter 11 cases representing creditors’ committees, debtors, and other parties in interest.

9. Accordingly, the Committee believes that the employment of McDermott is necessary to satisfy the Committee’s obligations to the Debtors’ unsecured creditor constituency and is in the best interests of the Debtors’ estates and creditors because of the extensive legal services required by the Committee in connection with the Chapter 11 Cases.

10. The Committee requests that all fees and related costs and expenses incurred by the Committee on account of services rendered by McDermott in the Chapter 11 Cases be paid as

4 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 5 of 10

administrative expenses of the Debtors’ estates pursuant to Bankruptcy Code sections 328, 330,

331, 503(b), and 507(a)(2). Subject to the Court’s approval, McDermott will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered, subject to Bankruptcy Code sections 328, 330, and 331.

McDermott’s hourly rates are subject to periodic adjustments (typically effective as of January of each year) to reflect economic and other conditions. The current hourly rates charged by

McDermott for professionals and paraprofessionals employed in its U.S. offices are provided below:

Billing Category Range

Partners $875 - $2,000

Senior Counsel $755 - $1,605

Employee Counsel $320 - $1,515

Associates $545 - $995

Paraprofessionals $115 - $650

11. McDermott has advised the Committee that it is McDermott’s policy to charge its clients in all areas of practice for expenses incurred in connection with its representation of its clients. The expenses charged to clients include, among other things, photocopying charges, travel expenses, expenses for “working meals,” and computerized research. McDermott will maintain detailed records of actual and necessary costs and expenses incurred in connection with the legal services provided to the Committee.

12. The names, positions, and applicable hourly rates of the McDermott attorneys currently expected to have primary responsibility for providing services to the Committee are as follows:

5 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 6 of 10

Attorney Position / Department Hourly Rate

Timothy W. Walsh Partner / Corporate Advisory $1,530

David R. Hurst Partner / Corporate Advisory $1,050

Darren Azman Partner / Corporate Advisory $985

Joseph B. Evans Associate / Trial $850

Gregg Steinman Associate / Corporate Advisory $745

Darren Yang Associate / Corporate Advisory $545

In addition to the lawyers named above, the Committee understands that it may be necessary, during the course of the Chapter 11 Cases, for other McDermott professionals in other legal disciplines to provide services to the Committee.

13. McDermott has advised the Committee that it will apply for compensation and reimbursement of expenses in accordance with the procedures set forth in Bankruptcy Code sections 330 and 331, the applicable Bankruptcy Rules, the applicable Local Rules, and any further applicable orders or procedures of the Court for all professional services performed and expenses incurred.

14. McDermott has advised the Committee that it intends to make reasonable efforts to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Appendix B–Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 for Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the “U.S. Trustee Guidelines”), both in connection with this Application and in the interim fee applications and final fee applications to be filed by McDermott in the

6 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 7 of 10

Chapter 11 Cases.2 To that end, McDermott has advised the Committee that it responds to the questions set forth in Section D.1 of the U.S. Trustee Guidelines as follows:

Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

Response: No.

Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Response: McDermott did not represent the Committee or any member of the Committee prior to the Petition Date.

Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: McDermott expects to develop a prospective budget and staffing plan to comply with the U.S. Trustee’s requests for information and additional disclosures, and any orders of this Court. Recognizing that unforeseeable fees and expenses may arise in large chapter 11 cases, McDermott may need to amend the budget as necessary to reflect changed circumstances or unanticipated developments.

15. Upon information and belief, McDermott does not represent and does not hold any interest adverse to the Debtors’ estates or their creditors in the matters upon which

McDermott is to be engaged, except to the extent set forth in the Walsh Declaration. McDermott is, however, a large firm with a national and international practice and may represent or may

2 McDermott’s intention to make reasonable efforts to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines in connection with the Application and the interim and final fee applications to be filed by McDermott in the Chapter 11 Cases is based exclusively on the facts and circumstances of the Chapter 11 Cases. McDermott reserves the right to object to the requirements contained in the U.S. Trustee Guidelines should it determine that it is appropriate to do so.

7 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 8 of 10

have represented certain of the Debtors’ creditors, equity holders, related parties, or other parties in interest in matters unrelated to these cases.

NUNC PRO TUNC RELIEF

16. The Committee believes that the employment of McDermott effective nunc pro

tunc to December 5, 2020, the date the Committee selected McDermott as its proposed counsel,

is warranted under the circumstances of the Chapter 11 Cases. Upon its selection, the

Committee requested McDermott to commence work immediately on time-sensitive matters and

devote substantial resources to the Chapter 11 Cases prior to the submission and approval of this

Application. Thus, McDermott has provided, and will continue to provide, valuable services to

the Committee.

17. Courts in this jurisdiction routinely approve nunc pro tunc employment similar to

that requested herein. See, e.g., In re Energy Alloys Holdings, LLC, No. 20-12088 (Bankr. D.

Del. Nov. 10, 2020) [Docket No. 161]; In re Brooks Brothers Group, Inc., No. 20-11785 (CSS)

(Bankr. D. Del. Sept. 9, 2020) [Docket No. 558]; In re GNC Holdings, Inc., No. 20-11662

(KBO) (Bankr. D. Del. Aug. 19, 2020) [Docket No. 802]; In re 24 Hour Fitness Worldwide, Inc.,

No. 20-11558 (KBO) (Bankr. D. Del. Aug. 12, 2020) [Docket No. 717]. Accordingly, the

Committee respectfully requests that the Court authorize employment of McDermott nunc pro tunc to December 5, 2020.

NO PRIOR REQUEST

18. No prior request for the relief sought herein has been made to this Court or any

other court.

8 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 9 of 10

NOTICE

19. Notice of this Application will be provided to: (i) the U.S. Trustee; (ii) counsel to the Debtors; and (iii) all other parties that have requested notice pursuant to Local Rule 2002-

1(b). The Committee respectfully submits that no further notice is required.

[Remainder of Page Intentionally Left Blank]

9 Case 20-12836-JTD Doc 282 Filed 12/23/20 Page 10 of 10

CONCLUSION

WHEREFORE, the Committee respectfully requests that the Court: (i) enter an order,

substantially in the form of the Proposed Order attached hereto as Exhibit A, authorizing the

Committee to retain and employ McDermott as its counsel nunc pro tunc to December 5, 2020;

and (ii) grant such other and further relief as the Court may deem just, proper, and equitable.

Dated: December 23, 2020 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL.

By: /s/ Michael Michelin Name: Michael Michelin, not in his individual capacity but solely as Co-Chair of the Official Committee of Unsecured Creditors of Cred Inc., et al.

10 Case 20-12836-JTD Doc 282-1 Filed 12/23/20 Page 1 of 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CRED INC., et al., Case No. 20-12836 (JTD)

Debtors.1 (Jointly Administered)

Hearing Date: Feb. 3, 2021 at 1:00 p.m. (EST) Obj. Deadline: Jan. 13, 2021 at 4:00 p.m. (EST)

NOTICE OF HEARING ON APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL., TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP AS COUNSEL, NUNC PRO TUNC TO DECEMBER 5, 2020

TO: (i) the Office of the United States Trustee for the District of Delaware; (ii) counsel to the Debtors; and (iii) all other parties that have requested notice pursuant to Del. Bankr. L.R. 2002-1(b)

PLEASE TAKE NOTICE that, on December 23, 2020, the Official Committee of Unsecured Creditors in the above-captioned chapter 11 cases (the “Committee”) filed the Application of the Official Committee of Unsecured Creditors of Cred Inc., et al., to Retain and Employ McDermott Will & Emery LLP as Counsel, Nunc Pro Tunc to December 5, 2020 (the “Application”) with the United States Bankruptcy Court for the District of Delaware (the “Court”).

An objection, if any, to the Application must be in writing, filed with the Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon undersigned proposed counsel for the Committee, so that it is received on or before 4:00 p.m. (ET) on January 13, 2021.

[Remainder of Page Intentionally Left Blank]

Case 20-12836-JTD Doc 282-1 Filed 12/23/20 Page 2 of 2

A HEARING ON THE APPLICATION WILL BE HELD ON FEBRUARY 3, 2021 AT 1:00 P.M. (ET) BEFORE THE HONORABLE JOHN. T. DORSEY, UNITED STATES BANKRUPTCY JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DE 19801.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: Wilmington, Delaware December 23, 2020

MCDERMOTT WILL & EMERY LLP

/s/ David R. Hurst David R. Hurst (I.D. No. 3743) 1007 North Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 485-3900 Facsimile: (302) 351-8711

- and -

Timothy W. Walsh (admitted pro hac vice) Darren Azman (admitted pro hac vice) 340 Madison Avenue New York, NY 10173 Telephone: (212) 547-5400 Facsimile: (212) 547-5444

Proposed Counsel to the Official Committee of Unsecured Creditors

2 Case 20-12836-JTD Doc 282-2 Filed 12/23/20 Page 1 of 4

EXHIBIT A

Proposed Order

Case 20-12836-JTD Doc 282-2 Filed 12/23/20 Page 2 of 4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CRED INC., et al., Case No. 20-12836 (JTD)

Debtors.1 (Jointly Administered)

ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL. TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP, AS COUNSEL, EFFECTIVE NUNC PRO TUNC TO DECEMBER 5, 2020

Upon the application (the “Application”)2 of the Official Committee of Unsecured

Creditors (the “Committee”) of Cred Inc. and its affiliated debtors and debtors in possession

(collectively, the “Debtors”) for entry of an order, pursuant to sections 328(a) and 1103(a) of title

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

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

Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the “Local Rules”), authorizing the Committee to retain and employ

McDermott Will & Emery LLP (“McDermott”) as its counsel in connection with the Chapter 11

Cases; and upon the declaration of Timothy W. Walsh, a partner of McDermott, dated

December 23, 2020 (the “Walsh Declaration”), and the declaration of Michael Michelin, dated

December 23, 2020, solely in his capacity as co-chair of the Committee (the “Michelin

Declaration”); and this Court finding, based on the representations made in the Application, the

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

Case 20-12836-JTD Doc 282-2 Filed 12/23/20 Page 3 of 4

Walsh Declaration, and the Michelin Declaration, that McDermott does not hold or represent any

interest adverse to the Committee or the Debtors’ estates, that it is a “disinterested person,” as

that term is defined in Bankruptcy Code section 101(14), and that its employment is necessary

and in the best interests of the Committee and the Debtors’ estates; and this Court having

jurisdiction to decide the Application and the relief requested therein pursuant to 28 U.S.C. §§

157(a)-(b) and 1334(b) and the Amended Standing Order of Reference from the United States

District Court for the District of Delaware, dated February 29, 2012; and upon consideration of

the Application; and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b);

and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and finding that adequate notice of the Application having been given; and it appearing that no other or

further notice need be given; and after due deliberation and sufficient cause appearing therefor, it

is hereby ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. In accordance with Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy

Rules 2014(a) and 2016, Local Rules 2014-1 and 2016-1, and the U.S. Trustee Guidelines, the

Committee is hereby authorized to retain and employ McDermott as its counsel to represent it in the Chapter 11 Cases and related matters and proceedings on the terms set forth in the

Application, the Walsh Declaration, and the Michelin Declaration, effective nunc pro tunc to

December 5, 2020.

3. McDermott shall be compensated in accordance with the procedures set forth in

Bankruptcy Code sections 330 and 331, applicable provisions of the Bankruptcy Rules and Local

Rules, the U.S. Trustee Guidelines, and any order establishing procedures for interim compensation of professionals.

2 Case 20-12836-JTD Doc 282-2 Filed 12/23/20 Page 4 of 4

4. McDermott shall file a supplemental declaration with this Court and give not less

than ten (10) business days’ notice to the Debtors, the U.S. Trustee, and the Committee prior to

any increases in the rates set forth in the Walsh Declaration. The supplemental declaration shall

explain the basis for the requested rate increases in accordance with Bankruptcy Code section

330(a)(3)(F) and state whether the Committee has consented to the rate increase. The U.S.

Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in Bankruptcy Code section 330, and the Court retains the right

to review any rate increase pursuant to Bankruptcy Code section 330.

5. Consistent with the opinion and ruling in In re Boomerang Tube, Inc., Case No.

15-11247 (MFW), 2016 WL 385933 (Bankr. D. Del. Jan. 29, 2016), McDermott shall not

receive payment from the Debtors’ estates for any fees or costs arising from the defense of an

objection to its fees or expenses in the Chapter 11 Case.

6. To the extent any provision of the Application is inconsistent with this Order, the

terms of this Order shall govern.

7. The Committee is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

8. The terms and conditions of this Order shall be effective immediately and

enforceable upon its entry.

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

related to the implementation of this Order.

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EXHIBIT B

Walsh Declaration

Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 2 of 24

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CRED INC., et al., Case No. 20-12836 (JTD)

Debtors.1 (Jointly Administered)

DECLARATION OF TIMOTHY W. WALSH IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL. TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP, AS COUNSEL, EFFECTIVE NUNC PRO TUNC TO DECEMBER 5, 2020

Under 28 U.S.C. § 1746, I, Timothy W. Walsh, declare as follows under the penalty of

perjury:

1. I am a partner of the firm of McDermott Will & Emery LLP (“McDermott”).

McDermott maintains offices at, among other places, 340 Madison Avenue, New York, New

York 10173 and The Nemours Building, 1007 Orange Street, 4th Floor, Wilmington, Delaware

19801. I am a member in good standing of the Bar of the State of New York, and I have been

admitted to practice in the United State District Courts for the Eastern District of Michigan, the

Northern, Southern, and Eastern Districts of New York, and the Western District of Wisconsin,

as well as the United States Bankruptcy Courts for the Northern, Southern, and Eastern Districts

of New York. There are no disciplinary proceedings pending against me.

2. I am familiar with the matters set forth herein and make this declaration (the

“Declaration”) in support of the application (the “Application”)2 of the Official Committee of

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

Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 3 of 24

Unsecured Creditors (the “Committee”) of Cred Inc. and its affiliated debtors and debtors in

possession (collectively, the “Debtors”) authorizing and approving the Committee’s retention

and employment of McDermott as counsel to the Committee.

3. On December 3, 2020, pursuant to section 1102 of title 11 of the United States

Code (the “Bankruptcy Code”), the United States Trustee for the District of Delaware (the “U.S.

Trustee”) appointed the Committee in the Chapter 11 Cases. See Docket No. 120. The

Committee currently comprises: (i) DragonFly International Holding Limited; (ii) Wendy Lee;

(iii) Cedric de Lisser; (iv) Maple Partners, LLC; (v) Michael Michelin; (vi) Christopher Moser;

and (vii) Kyle Tuo Wang. On December 5, 2020, the Committee selected McDermott to serve as

counsel to the Committee, subject to Court approval. On December 7, 2020, the Committee

selected Dundon Advisers LLC to serve as financial advisor to the Committee, subject to Court

approval.

4. I am not, nor is McDermott, an insider of the Debtors. Except as set forth below,

neither McDermott nor I hold directly any claim, debt, or equity security of the Debtors.

5. To the best of my knowledge and information, no partner or employee of

McDermott has been, within two years before the Petition Date, a director, officer, or employee of the Debtors.

6. McDermott does not have an interest materially adverse to the interests of the

Debtors’ estates or of any class of creditors or equity security holders of the Debtors, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.

7. McDermott does not currently represent the Debtors or, to the best of my

knowledge and information, any of the Debtors’ related parties, affiliates, partners, or

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subsidiaries. Moreover, McDermott will not undertake the representation of any party other than

the Committee in connection with the Chapter 11 Cases.

8. To the best of my knowledge and information, McDermott neither holds nor represents any interest adverse to the interests of the Debtors or their estates with respect to the matters on which McDermott is employed. Moreover, based upon information available to me, I believe that McDermott is a “disinterested person” within the meaning of Bankruptcy Code section 101(14).

9. In preparing this Declaration, through my colleagues, I submitted to McDermott’s computerized client and conflict database (the “Conflict Database”) the names set forth on a list

of parties in interest identified by the Debtors and additional parties identified by McDermott,

which included: (i) the Debtors; (ii) the Debtors’ former names; (iii) non-Debtor affiliates;

(iv) the Debtors’ asset managers; (v) the Debtors’ banks; (vi) the Committee members; (vii) the

Debtors’ current and former officers and directors; (viii) the Debtors’ insurance providers; (ix) the Debtors’ landlords; (x) the Debtors’ major borrowers; (xi) the Debtors’ noteholders; (xii) the

Debtors’ partners; (xiii) the Debtors’ professionals; (xiv) the Debtors’ taxing authorities and other significant governmental authorities; (xv) the Debtor’s shareholders; (xvi) the Debtors’ third party benefits providers; (xvii) the Debtors’ top unsecured creditors; (xviii) the Debtors’ vendors and suppliers; (xix) other interested parties; and (xx) the United States Trustee and Court personnel. A copy of the list of the parties searched by McDermott is annexed hereto as

Schedule 1 (collectively, the “Searched Parties”).

10. The Conflict Database maintained by McDermott is designed to include every

matter on which the firm is now and has been engaged, by which entity the firm is now or has

been engaged, and, in each instance, the identity of certain related parties and adverse parties and

3 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 5 of 24

certain of the attorneys in the firm that are knowledgeable about the matter. It is the policy of

McDermott that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the Conflict Database the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and related and adverse parties. Accordingly, McDermott maintains and systematically updates this system in the regular course of business of the firm, and it is the regular practice of the firm to make and maintain these records.

Representation of Parties in Interest

11. Set forth in Schedule 2 annexed hereto is a listing of the Searched Parties from

Schedule 1 that McDermott either: (i) currently represents (or represents a related party thereto)

(the “Current Clients”) in matters wholly unrelated to the Chapter 11 Cases; or (ii) in the past represented (or represented a related party thereto) in matters wholly unrelated to the Chapter 11

Cases. In connection with the services to be rendered to the Committee, McDermott will not commence a cause of action against any Current Client with respect to the Chapter 11 Cases, unless McDermott has received a waiver from the Current Client allowing McDermott to commence such an action. In connection with the Chapter 11 Cases, to the extent any causes of action are commenced by or against any Current Client, and a waiver letter is not obtained permitting McDermott to participate in such action, the Committee will retain conflicts counsel to represent the interests of the Debtors’ unsecured creditors.

No Connections with Parties Representing 1% or More of McDermott’s Revenues for 2017, 2018, or 2019

12. At the inception of each engagement for which a declaration is required pursuant to Bankruptcy Rule 2014, McDermott reviews the information relating to the parties involved in a bankruptcy case to determine whether any such party, together with its known related entities,

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were clients of McDermott and, as a result, made payments to McDermott for services rendered

in the calendar year prior to the date of review that in the aggregate for each such party exceeds

1% of McDermott’s total revenues for such calendar year. In connection with this Declaration,

McDermott has reviewed similar information for the years 2017, 2018, and 2019.

13. McDermott’s revenues for services rendered on behalf of each of the parties in

interest identified in Schedule 2 aggregate, with respect to each such party in interest, less than

1% of McDermott’s annual revenue in each of calendar year 2017, 2018, and 2019.

Connections with the Debtors

14. McDermott has not represented the Debtors or any of the Debtors’ affiliates.

15. McDermott in the past has represented parties potentially adverse to the Debtors

and the Debtors’ affiliates in matters wholly unrelated to the Chapter 11 Cases.

Specific Disclosures

16. One McDermott staff attorney, Jonathan Yang, had invested between approximately $100 and $500 in the Debtors interest bearing crypto program, CredEarn, prior to

the Chapter 11 Cases. Mr. Yang will not be involved in McDermott’s representation of the

Committee in any way.

Other Connections and General Disclosures

17. McDermott performed general diligence to determine any connections beyond

what is disclosed in the attached schedules. McDermott may have represented in the past and/or

currently or in the future may represent entities (other than parties in the attached schedules) not

known currently to McDermott in matters wholly unrelated to the Chapter 11 Cases who may be parties in interest in these cases. To the extent that McDermott discovers any such information

5 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 7 of 24

or needs to update the information disclosed herein, McDermott will disclose such information by filing a supplemental declaration pursuant to Bankruptcy Rule 2014.

18. It is possible that a professionally managed retirement plan on behalf of

McDermott employees or members of a 401(k) type plan may hold equity interests in or other securities of the Debtors, but it is unknown to me at this time.

19. None of McDermott’s representations of creditors or other parties in interest who are involved in the Chapter 11 Cases comprise a material component of McDermott’s practice, nor does McDermott currently represent such parties on any issue relating to the Chapter 11

Cases. For the reasons stated herein, McDermott represents no interests adverse to the Debtors’ individual creditors or the Committee and, therefore, is capable of fulfilling its duties to the

Committee.

Compensation

20. McDermott is willing to be retained by the Committee as its counsel and will make appropriate applications to this Court pursuant to Bankruptcy Code sections 330 and 331 for compensation and reimbursement of out-of-pocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable orders of the Court. The current hourly rates charged by McDermott for professionals and paraprofessionals employed in its U.S. offices are provided below:

6 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 8 of 24

Billing Category Range

Partners $875 - $2,000

Senior Counsel $755 - $1,605

Employee Counsel $320 - $1,515

Associates $545 - $995

Paraprofessionals $115 - $650

21. The names, positions, and applicable hourly rates of the McDermott attorneys currently expected to have primary responsibility for providing services to the Committee are as follows:3

Attorney Position / Department Hourly Rate

Timothy W. Walsh Partner / Corporate Advisory $1,530

David R. Hurst Partner / Corporate Advisory $1,050

Darren Azman Partner / Corporate Advisory $985

Joseph B. Evans Associate / Trial $850

Gregg Steinman Associate / Corporate Advisory $745

Darren Yang Associate / Corporate Advisory $545

The foregoing hourly rates are subject to periodic increase (typically effective as of January of each year) in the normal course of McDermott’s business. These rates are set at a level designed to compensate McDermott fairly for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. McDermott operates in a complicated, national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his

3 From time to time, other attorneys and paralegals will assist in the representation of the Committee in connection with the Chapter 11 Cases.

7 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 9 of 24

or her area of specialization, the firm’s expertise, performance, reputation, the nature of the work

involved, and other factors.

22. It is McDermott’s policy to charge its clients in all areas of practice for all other

expenses incurred in connection with the client’s case. The expenses charged to clients include,

among other things, photocopying charges, travel expenses, expenses for “working meals,” and

computerized research. McDermott will seek reimbursement for such expenses in accordance

with the procedures set forth in Bankruptcy Code sections 330 and 331, the applicable

Bankruptcy Rules, the applicable Local Rules, and any further orders of the Court for all professional services performed and expenses incurred.

23. No agreement exists, nor will any be made, to share any compensation received by McDermott for its services with any other person or firm other than members of McDermott.

24. The foregoing constitutes the statement of McDermott pursuant to Bankruptcy

Code sections 328(a), 329, 504, and 1103(a), Bankruptcy Rules 2014(a) and 2016(b), and Local

Rules 2014-1 and 2016-1.

Statement Regarding U.S. Trustee Guidelines

25. McDermott intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines,

both in connection with this Application and the interim and final fee applications to be filed by

McDermott in the course of its engagement. In doing so, however, McDermott reserves all

rights as to the relevance and substantive legal effect of the U.S. Trustee Guidelines in respect of

any application for employment or compensation in these cases that falls within the ambit of the

U.S. Trustee Guidelines.

26. The following is provided in response to the request for additional information set

forth in Section D.1 of the U.S. Trustee Guidelines:

8 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 10 of 24

Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

Response: No.

Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No.

Response: McDermott did not represent the Committee or any member of the Committee prior to the Petition Date.

Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

[Remainder of Page Intentionally Left Blank]

9 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 11 of 24

I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: December 23, 2020

By: /s/ Timothy W. Walsh Timothy W. Walsh Partner McDermott Will & Emery LLP

10 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 12 of 24

Schedule 1

Schedule of Searched Parties

Debtors Cred Capital, Inc. Cred Inc. Cred Merchant Solutions LLC Cred (Puerto Rico) LLC Cred (US) LLC

Debtors’ Former Names Cred LLC Libra Credit (US) LLC

Non-Debtor Affiliates Cyber Quantum Pte. Ltd. Income Opportunities (Luxembourg) SA

Asset Managers 100 Acre Cred Opportunities Fund Ltd. AX Momentup LP Fifth Khagan LP Reliz Ltd. Sarson Funds LLC

Bankruptcy Judges and Staff (for the District of Delaware) Batts, Cacia Bello, Rachel Brady, Claire Capp, Laurie Cavello, Robert Chan, Judge Ashley M. Dorsey, Judge John T. Farrell, Catherine Gadson, Danielle Haney, Laura Johnson, Lora Lopez, Marquietta Owens, Judge Karen B. Scaruzzi, Sherry Shannon, Judge Laurie Selber Sontchi, Chief Judge Christopher S. Strupezewski, Karen Syzmanski, Cheryl Walker, Jill Walrath, Judge Mary F.

Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 13 of 24

Werkheiser, Rachel

Banks Evolve Bank & Trust LHV Pank Metropolitan Commercial Bank Provident Bank Silvergate Bank

Clerk of the Court O’Boyle, Una

Committee Members de Lisser, Cedric DragonFly International Holding Limited Lee, Wendy Laraine Maple Partners, LLC Michelin, Michael Moser, Christopher Wang, Kyle Tuo

Current & Former Officers and Directors Alexander, James Goldstein, Daniel Labovich, Jonathan Lyon, Grant Matteini, Francesco Podulka, Joe Rokhline, Maxim Schatt, Daniel Wheeler, Daniel

Insurance AXIS Insurance Co. Euclid Financial Institution Underwriters LLC Hartford Financial Services Group One Beacon n/k/a Intact Insurance Specialty Solutions Validus Validus Specialty Western World Insurance Group

Landlords 2121 SEC TT, LLC Douglas Emmett 2016 LLC Tower Plaza Tower

2 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 14 of 24

Major Borrowers Elevar Finance LLC moKredit Inc.

Noteholders AHP Borderless Capital CR Fund Dragonfly International Holding Limited Spice VC

Office of the United States Trustee Attix, Lauren Buchbinder, David Casey, Linda Cooke, Denis Dice, Holly Dortch, Shakima L. Fox, Jr., Timothy J. Giordano, Diane Green, Christine Hackman, Benjamin Jones, Nyanquoi Leamy, Jane McCollum, Hannah M. McMahon, Joseph O’Malley, James R. Panacio, Michael Richenderfer, Linda Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Sierra, Rosa Starr, Karen Tinker, T. Patrick Villagrana, David Vinson, Ramona Wynn, Dion

Partners Airbitz d/b/a Edge AngelRock BitAngels Bitbuy Bitcoin.com

3 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 15 of 24

Bitpie Limited Blockfills Coinstats Inc. cryptobriefing Cryptoslate Dinwiddie, Inc. Edge Galois Alpha Capital Fund LP Getty/IO Inc. GPD Holdings LLC HotGroup Limited HuobiWallet Klever Litecoin Litecoin Foundation Limited Qtum Chain Foundation Saint Bitts LLC True USD TrueCoin LLC Uphold, Inc. Virtuse Group Ptd. Ltd.

Professionals Armanino LLP Bryan Cave Leighton Paisner LLP Cousins Law, LLC Dentons US LLP Donlin, Recano & Company, Inc. Ganado Advocates Lockton Insurance Brokers, LLC MACCO Restructuring Group LLC Paul Hastings LLP PricwaterhouseCoopers Richards Layton & Finger, P.A. Ruddy Gregory, PLLC Rutsaert Legal SD Mayer & Associates, LLP Sheppard Mullin Sonoran Capital Advisors, LLC Teneo Capital LLC

Regulatory/Government Permitting Authorities California Department of Business Oversight California Employment Development Department

4 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 16 of 24

Shareholders Hua, Lu Schatt, Daniel

Taxing Authorities California Franchise Tax Board Delaware Division of Corporations Internal Revenue Service (IRS) Los Angeles County San Mateo County

Third-Party-Benefits Anthem, Inc. Guardian Life Insurance Company of America Massachusetts Mutual Life Insurance Company Navia Benefit Solutions Permanente, Kaiser VSP Vision Care

Debtors’ Top Unsecured Creditors Names on file1 DCP Capital JST Capital, LLC Uphold, Inc.

Vendors/Suppliers 10Clouds 2655316 Ontario Inc. 6C Marketing ABM Industry Groups Amazon Web Service Amber Technologies Limited Anchorage Trust Company Anvil Advisors Arendt AScaleX Balekund, Trupti Barr, John Bay Area Window Dressing Bear Risk Advisory Berke BetterSource BitGo BitTemple

1 McDermott has an unredacted version of the Debtors’ top 30 unsecured creditors and has searched its conflicts database using same.

5 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 17 of 24

Bittrex International Gmbh Blacklane Blockchain at Berkeley BlockPR Brook Furniture Rental Business Wire, Inc. Carneros Resort and Spa CDW Direct Christen Interiors Cloudflare CoinDesk, Inc. Comcast Commercial Cleaning Pros Concha, La Cowan Agency Creative Solutions Crypsis CSC CT Corporation Davis Design Group Ltd. Decentral Media Destination Design Developing the Next Leaders Digital Ninja Consulting DLT Productions Inc. Docusign Element Technoloiges elig Equities First Holdings Excolo Construction Services Fireblocks Inc. First Associates Global Relay Communications Greenleaf Platters Herbkersman, Mara Herschberg, Todd HireUp LLC Hubspot Human Cloud Business Solution HumanCloud Tchnologies Illumant Inbound Junction BG InnReg LLC Interior Plant Design IOL JST Systems

6 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 18 of 24

Jumio Corporation Kim, Gene KnowBe4, Inc. Kotak, Matiri Kirtikumar Lee’s Florist & Nursery LinkedIn LogMeIn Lua’s Construction and Facilities Marlena Agency Meltwater Methodical Valuation Services Nevtec Ochsenreiter, Jim Oracle Ortega, Ryan Pandey, Pawan Parker and Lynch Peninsula Security Service Piloto 151 PMB Solutions Pringle, Mary M. Regulation D Resource Regus RocketSpace, Inc. Salesforce Saltire Management Group LLC Seemann, Catherina A. Shequoia One PEO LLC Shoreline Labs Shred-it Shuttle Finance Inc. (d/b/a Acre) Silverline Stefan Rust Tableau Tangent Capital Partners Teknos TeleMe.io Ternary Intelligence Inc. The Tintworks Enterprise Trulioo Information Services Uphold HQ, Inc. User Centered Experiences, LLC Utz, Clayton Viking PC Health Ltd. Yearwood Media Zeroth Link LLC

7 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 19 of 24

Zuar

Other Interested Parties Arctos Capital Cryptoasset Credit Fund, LP Universal Protocol Alliance

8 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 20 of 24

Schedule 2

Schedule of Searched Parties and/or Certain Related Parties that McDermott Currently Represents, or in the Past Represented, in Matters Unrelated to the Chapter 11 Cases

Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 21 of 24

EXHIBIT 1 – CURRENT1 CLIENTS2

Name of Entity Searched Name of Entity and/or Affiliate of Entity that is a McDermott Client Amazon Web Service Amazon.com Anchorage Trust Company Anchorage EBT, First Anchorage Company Anthem, Inc. Anthem, Inc. AXIS Insurance Co. AXIS Specialty U.S. Services, Inc. AXIS Specialty Limited AXIS Managing Agency Ltd Bryan Cave Leighton Paisner LLP Bryan Cave Leighton Paisner LLP Business Wire, Inc. World Book, Inc. Government Employees Insurance Co. Berkshire Hathaway Energy Company f/k/a MidAmerican Energy Company GEICO General Insurance Company Tcorp62108 LLC d/b/a Haven Healthcare Berkshire Hathaway Direct Insurance Company f/k/a American Centennial Insurance Company Berkshire Hathaway Guard Insurance Company Berkshire Hathaway Homestate Companies National Fire & Marine Comcast NBC Universal, Inc. Sky Italia srl CT Corporation Wolters Kluwer Dentons US LLP Dentons Cohen & Grigsby Edge Edge Investment Partners LLC Guardian Life Insurance Company of Guardian Life Insurance Co. of America America Lee, Charles Lee, Charles LinkedIn Microsoft Corporation BGI (Bill Gates Investments) Boundless Immigration, Inc. Permanente, Kaiser Permanente Federation LLC Permanente Medical Group, Inc. Hawai’i Permanente Medical Group PricewaterhouseCoopers PricewaterhouseCoopers Ukraine Lehman Brothers Finance AG Provident Bank Vanquis Bank Limited Silverline Silver Line Partners, LP

1 The term “current client” means a client to whom time was posted in the 12 months preceding December 5, 2020, the date the Committee selected McDermott as its proposed counsel.

2 McDermott may currently represent or have previously represented certain affiliates of the entities disclosed herein, and the disclosure is accordingly broad in scope.

Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 22 of 24

Name of Entity Searched Name of Entity and/or Affiliate of Entity that is a McDermott Client Validus American International Specialty Lines AIG Validus (Bermuda) Services Limited AIG (Regulatory) Western World Insurance Group AIG (Regulatory)

2 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 23 of 24

EXHIBIT 2 – FORMER CLIENTS3

Name of Entity Searched Name of Entity and/or Affiliate of Entity that was a McDermott Client Anchorage Trust Company Amazon Trust, First Anchorage Company

3 The term “former client” means a client to whom time was posted between 12 and 36 months preceding December 5, 2020, the date the Committee selected McDermott as its proposed counsel, but for whom no time has been posted in the 12 months preceding December 5, 2020.

3 Case 20-12836-JTD Doc 282-3 Filed 12/23/20 Page 24 of 24

EXHIBIT 3 – CLOSED CLIENTS4

Name of Entity Searched Name of Entity and/or Affiliate of Entity that was a McDermott Client Business Wire, Inc. MidAmerican Energy Pipeline Group Kraft Heinz Company Marmon Retail Technologies Company International Dairy Queen, Inc. International Dairy Queen, Inc. Lee Enterprises, Inc. Comcast Comcast Cable Communications, LLC CSC Xchanging Limited Hartford Financial Services Group Hartford Financial Services Group Permanente, Kaiser Kaiser Foundation Health Plan, Inc. Southern California Permanente Medical Group Colorado Permanente Medical Group Salesforce Salesforce Validus Specialty, Inc. American International Group, Inc.

4 The term “closed client” means a client to whom time was posted in the 36 months preceding December 5, 2020, the date the Committee selected McDermott as its proposed counsel, but for which the client representation has been closed.

4 Case 20-12836-JTD Doc 282-4 Filed 12/23/20 Page 1 of 5

EXHIBIT C

Michelin Declaration

Case 20-12836-JTD Doc 282-4 Filed 12/23/20 Page 2 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CRED INC., et al., Case No. 20-12836 (JTD)

Debtors.1 (Jointly Administered)

DECLARATION OF MICHAEL MICHELIN IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CRED INC., ET AL. TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP, AS COUNSEL, EFFECTIVE NUNC PRO TUNC TO DECEMBER 5, 2020

Under 28 U.S.C. § 1746, I, Michael Michelin, declare as follows under the penalty of perjury:

1. I make this declaration (the “Declaration”) solely in my capacity as co-chair of the Official Committee of Unsecured Creditors (the “Committee”) of Cred Inc. and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”) appointed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”).

2. I am familiar with the matters set forth herein and make this Declaration in support of the application (the “Application”)2 of the Committee seeking to retain and employ

McDermott Will & Emery LLP (“McDermott”) as counsel to the Committee. I am competent to make this declaration in support of the Application.

3. This Declaration is provided pursuant to the U.S. Trustee Guidelines. Except as otherwise noted, all facts in this Declaration are based on my personal knowledge of the matters

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

Case 20-12836-JTD Doc 282-4 Filed 12/23/20 Page 3 of 5

set forth herein, information gathered from my review of relevant documents, and information supplied to me by McDermott.

4. I have been informed by McDermott that the U.S. Trustee Guidelines request that any application for employment of an attorney under sections 327 or 1103 of title 11 of the

United States Code (the “Bankruptcy Code”) be accompanied by a verified statement from the

client that addresses:

a. The identity and position of the person making the verification.

b. The steps taken by the client to ensure the applicant’s billing rates and material terms for the engagement are comparable to the applicant’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of other comparably skilled professionals.

c. The number of firms the client interviewed.

d. If the billing rates are not comparable to the applicant’s billing rates for other non-bankruptcy engagements and to the billing rates of other comparably skilled professionals, the circumstances warranting the retention of that firm.

e. The procedures the client has established to supervise the applicant’s fees and expenses and to manage costs. Whether and how the procedures for the budgeting, review, and approval of fees and expenses differ from those the client regularly employees in non-bankruptcy cases to supervise outside counsel, and any efforts to negotiate rates, including rates for routine matters, or in the alternative to delegate such matters to less expensive counsel.

The Committee’s Selection of McDermott as Bankruptcy Counsel

5. On December 3, 2020, the United States Trustee for the District of Delaware (the

“U.S. Trustee”) appointed the Committee in the Chapter 11 Cases. See Docket No. 120. The

Committee currently comprises: (i) DragonFly International Holding Limited; (ii) Wendy Lee;

(iii) Cedric de Lisser; (iv) Maple Partners, LLC; (v) Michael Michelin; (vi) Christopher Moser;

and (vii) Kyle Tuo Wang.

6. On December 5, 2020, the Committee held a meeting and, after interviewing six

law firms, voted to retain McDermott as its bankruptcy counsel. The Committee believes that

2 Case 20-12836-JTD Doc 282-4 Filed 12/23/20 Page 4 of 5

McDermott’s extensive knowledge and experience in bankruptcy and insolvency matters

generally, its experience representing creditors and official committees in corporate

reorganizations, and its expertise in areas of non-bankruptcy law relevant in these Chapter 11

Cases make McDermott well qualified to represent the Committee in the Chapter 11 Cases in an efficient and timely manner. Thus, the Committee decided to retain McDermott as the

Committee’s bankruptcy counsel during the Chapter 11 Cases, subject to Court approval.3

Rate Structure

7. The Committee has reviewed and approved McDermott’s standard rates for

bankruptcy services as set forth in the Application. McDermott has informed the Committee that its rates for bankruptcy representations are consistent with and comparable to the rates

McDermott charges for non-bankruptcy representations. McDermott also has informed the

Committee that its current hourly rates apply to non-bankruptcy services, if any, provided by

McDermott, unless a contingent fee, mixed contingent fee, flat fee, or blended rate arrangement

is agreed upon. McDermott has further informed the Committee that its hourly rates are subject to periodic adjustments (typically effective as of January each year) to reflect economic and other conditions. The Committee has consented to such ordinary course rate increases. Based upon these representations and the Committee members’ experience, the Committee believes that

McDermott’s proposed rates are reasonable.

Cost Supervision

8. The Committee will review and approve any prospective budget and staffing plan

provided by McDermott, recognizing that, in the course of large chapter 11 cases like the

3 On December 7, 2020, the Committee selected Dundon Advisers LLC to serve as financial advisor to the Committee, subject to Court approval.

3 Case 20-12836-JTD Doc 282-4 Filed 12/23/20 Page 5 of 5

Chapter 11 Cases, it is possible that there may be unforeseen fees and expenses that will need to be addressed by the Committee and McDermott.

9. I further recognize that it is the Committee’s responsibility to closely monitor the billing practices of its professionals to ensure the fees and expenses paid by the estates remain consistent with the Committee’s expectations and the exigencies of the Chapter 11 Cases. To that end, the Committee will review the invoices submitted by McDermott to ensure that the fees charged and expenses incurred are reasonable and necessary.

Dated: December 23, 2020 By: /s/ Michael Michelin Name: Michael Michelin, not in his individual capacity but solely as co-chair of the Official Committee of Unsecured Creditors of Cred Inc., et al.