James H.M. Sprayregen, P.C. Michael A. Condyles (VA 27807)

Anup Sathy, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179)

Steven N. Serajeddini (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP KUTAK ROCK LLP

KIRKLAND & ELLIS INTERNATIONAL LLP 901 East Byrd Street, Suite 1000

300 North LaSalle Richmond, Virginia 23219-4071

Chicago, Illinois 60654 Telephone: (804) 644-1700

Telephone: (312) 862-2000 Facsimile: (804) 783-6192

Facsimile: (312) 862-2200

-andJoshua A. Sussberg, P.C. (admitted pro hac vice)

Matthew C. Fagen (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

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

)

THE GYMBOREE CORPORATION, et al.,

1

) Case No. 17-32986 (KLP)

)

Debtors. ) (Jointly Administered)

)

NOTICE OF FILING OF SUPPLEMENT TO THE FIRST AMENDED

JOINT CHAPTER 11 PLAN OF REORGANIZATION OF

THE GYMBOREE CORPORATION AND ITS DEBTOR AFFILIATES

PLEASE TAKE NOTICE that on July 24, 2017, the United States Bankruptcy Court of 

the Eastern District of Virginia (the “Court”) entered the order [Docket No. 458]: (a) authorizing 

The Gymboree Corporation and its debtor affiliates (together, the “Debtors”) to solicit 

acceptances for the First Amended Joint Chapter 11 Plan of Reorganization of The Gymboree 

Corporation and Its Debtor Affiliates (as may be modified, amended, or supplemented from time 

to time, the “Plan”); (b) approving the Disclosure Statement for the First Amended Joint 

 

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, include: The Gymboree Corporation (5258); Giraffe Intermediate B, Inc. (0659); Gym-Card, LLC 

(5720); Gym-Mark, Inc. (6459); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, Inc. (6461); 

Gymboree Operations, Inc. (6463); and S.C.C. Wholesale, Inc. (6588). The location of the Debtors’ service 

address is 71 Stevenson Street, Suite 2200, San Francisco, California 94105. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 1 of 538
2

KE 48577882

Chapter 11 Plan of Reorganization of the Gymboree Corporation and Its Debtor Affiliates 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.2

PLEASE TAKE FURTHER NOTICE THAT the current draft forms of the following 

documents, as each may be modified, amended, or supplemented from time to time in 

accordance with the Plan, are attached hereto:

 Exhibit A – Form of New Organizational Documents

Exhibit A-1 – Amended and Restated Certificate of Incorporation of [Giraffe 

New Holding Co., Inc.]

Exhibit A-2 – Amended and Restated Bylaws of [Giraffe New Holding Co., Inc.]

Exhibit A-3 – Amended and Restated Certificate of Incorporation of New Giraffe 

Parent Co., Inc.

Exhibit A-4 – Bylaws of New Giraffe Parent Co., Inc.

Exhibit A-5 – Amended and Restated Certificate of Incorporation of New Giraffe 

Opco, Inc.

Exhibit A-6 – Bylaws of New Giraffe Opco, Inc.

 Exhibit B – Exit Facility Documents

 Exhibit C – Schedule of Rejected Executory Contracts and Unexpired Leases

Exhibit C-1 – Real Property Leases to be Rejected Unless Amended

 Exhibit D – Schedule of Assumed Executory Contracts and Unexpired Leases

 Exhibit E – Retained Causes of Action

 Exhibit F – New Stockholders’ Agreement

 Exhibit G – Registration Rights Agreement

 Exhibit H – Section 1129(a)(5) Disclosures

 Exhibit I – Description of Tax Transaction Steps

 

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

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 2 of 538
3

KE 48577882

PLEASE TAKE FURTHER NOTICE that the documents contained in the Plan 

Supplement are integral to, and are considered part of, the Plan. If the Plan is approved, the 

documents contained in the Plan Supplement will be approved by the Bankruptcy Court pursuant 

to the Confirmation Order.

PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve the right to alter, 

amend, modify, or supplement any document in the Plan Supplement in accordance with the 

Plan; provided, that if any document in this Plan Supplement is altered, amended, modified, or 

supplemented in any material respect prior to the date of the Confirmation Hearing, the Debtors 

will file a blackline of such document with the Bankruptcy Court.

PLEASE TAKE FURTHER NOTICE THAT certain documents, or portions thereof, 

contained in this Plan Supplement remain subject to continuing negotiations among the Debtors 

and interested parties with respect thereto.

PLEASE TAKE FURTHER NOTICE that a hearing at which the Court will consider 

Confirmation of the Plan (the “Confirmation Hearing”) will commence before the Honorable 

Keith L. Phillips, United States Bankruptcy Judge, on September 7, 2017, at 11:00 a.m., 

prevailing Eastern Time, in the United States Bankruptcy Court for the Eastern District of 

Virginia, 701 East Broad Street, Courtroom 5100, Richmond, Virginia 23219. 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 the filing of a notice of 

adjournment with the Court.

PLEASE TAKE FURTHER NOTICE that if you would like to obtain copies of the 

Plan, the Plan Supplement, any amendments thereto, and any other related documents, please 

contact the Debtors’ Solicitation Agent, Prime Clerk, LLC, (a) by calling (844) 822-9233 or, for 

international callers, (646) 486-7945, (b) by email at gymboreeballots@primeclerk.com, or 

(c) by visiting the Debtors’ restructuring website at https://cases.primeclerk.com/gymboree. You 

may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: 

http://www.vaeb.uscourts.gov.

[Remainder of page intentionally left blank]

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 3 of 538
Dated: August 17, 2017 /s/ Michael A. Condyles

Richmond, Virginia Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com

Peter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com

-andJames H.M. Sprayregen, P.C.

Anup Sathy, P.C. (admitted pro hac vice)

Steven N. Serajeddini (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

anup.sathy@kirkland.com

steven.serajeddini@kirkland.com

-andJoshua A. Sussberg, P.C. (admitted pro hac vice)

Matthew C. Fagen (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Email: joshua.sussberg@kirkland.com

matthew.fagen@kirkland.com

Co-Counsel to the Debtors and Debtors in Possession

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 4 of 538
EXHIBIT A

Form of New Organizational Documents

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 5 of 538
EXHIBIT A-1

Amended and Restated Certificate of Incorporation of [Giraffe New Holding Co., Inc.]

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 6 of 538
Milbank Draft 

8/17/17 

#4852-8522-7852

AMENDED AND 

RESTATED CERTIFICATE OF 

INCORPORATION OF 

[GIRAFFE NEW HOLDING CO., INC.] 

[Giraffe New Holding Co., Inc.], a corporation organized and existing under the 

laws of the State of Delaware (the “Corporation”), pursuant to Sections 242 and 245 of the 

General Corporation Law of the State of Delaware, as it may be amended from time to time (the 

“DGCL”), hereby certifies as follows: 

1. The name of this corporation is [Giraffe New Holding Co., Inc.]. The original Certificate of 

Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed on [●]. 

2. The Corporation and its affiliated debtors filed a plan of reorganization pursuant to Chapter 11 

of the United States Bankruptcy Code on June 16, 2017, which was confirmed by the United 

States Bankruptcy Court for the Eastern District of Virginia on [●], 2017 (including all 

exhibits, schedules and supplements thereto and as amended from time to time in accordance 

with the terms thereof, the “Plan”). This Amended and Restated Certificate of Incorporation 

of the Corporation (this “Amended and Restated Certificate of Incorporation”) has been duly 

adopted in accordance with Sections 242, 245 and 303 of the DGCL, pursuant to the authority 

granted to the Corporation under Section 303 of the DGCL and pursuant to the Plan. 

3. This Amended and Restated Certificate of Incorporation amends and restates the Original 

Certificate of Incorporation to read in its entirety as follows: 

ARTICLE I 

NAME OF CORPORATION 

The name by which the corporation is to be known is [Giraffe New Holding Co., 

Inc.] (the “Corporation”). 

ARTICLE II 

REGISTERED OFFICE; REGISTERED AGENT 

The address of the Corporation’s registered office in the State of Delaware is [●]. 

The name of the registered agent of the corporation at such address is [●]. 

ARTICLE III 

PURPOSE 

The purpose of the Corporation is to engage in any lawful act or activity for which 

corporations may be organized under the DGCL. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 7 of 538
 2 

ARTICLE IV 

STOCK 

Section 1. Authorized Stock. The total number of shares of all classes of capital stock 

that the Corporation has authority to issue is [●] shares, consisting of: (a) [●] shares of Common 

Stock, par value $[0.01] per share (“Common Stock”), and (b) [●] shares of Preferred Stock, par 

value $[0.01] per share (“Preferred Stock”). The number of authorized shares of Common Stock 

or Preferred Stock may be increased or decreased (but not below the number of shares thereof then 

outstanding) by the affirmative vote of the holders of capital stock of the Corporation representing 

a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation 

entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any 

successor provision thereto), unless this Amended and Restated Certificate of Incorporation of the 

Corporation (this “Amended and Restated Certificate of Incorporation”), including any Preferred 

Stock Designation (as defined below), otherwise requires the vote of the holders of Common Stock 

or Preferred Stock voting separately as a class. 

Section 2. Common Stock. 

(a) Voting Rights. Except as otherwise provided in this Amended and Restated 

Certificate of Incorporation or as required by applicable law, the holders of Common Stock shall 

at all times vote together as one class on all matters (including the election of directors) submitted 

to a vote or for the consent of the stockholders of the Corporation. Each holder of Common Stock 

shall be entitled to one (1) vote for each share of Common Stock held as of the applicable date on 

any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. 

Except as otherwise required by applicable law, holders of Common Stock shall not be entitled to 

vote on any amendment to this Amended and Restated Certificate of Incorporation (including any 

Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of 

Preferred Stock if the holders of such affected series are entitled, either separately or together with 

the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated 

Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL, 

provided that such amendment does not alter or change the designations, powers, preferences or 

rights of the shares of Common Stock so as to affect them adversely. 

(b) Dividends. Subject to the rights of the holders of Preferred Stock, the holders of 

Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other 

distributions of cash, property or shares of stock of the Corporation as may be declared by the 

Board of Directors of the Corporation (the “Board of Directors”) from time to time with respect 

to the Common Stock out of assets or funds of the Corporation legally available therefor. 

(c) Liquidation Rights. In the event of the voluntary or involuntary liquidation, 

dissolution, distribution of assets or winding up of the Corporation, the holders of Common Stock 

shall be entitled to share equally, on a per share basis, all assets of the Corporation of whatever 

kind available for distribution to the holders of Common Stock. 

(d) Merger or Consolidation. In the case of any distribution or payment in respect of 

the shares of Common Stock upon the consolidation or merger of the Corporation with or into any 

other entity, or in the case of any other transaction having an effect on stockholders of the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 8 of 538
 3 

Corporation substantially similar to that resulting from a consolidation or merger, such distribution 

or payment shall be made ratably on a per share basis among the holders of Common Stock as a 

single class. 

Section 3. Preferred Stock. Shares of Preferred Stock may be issued by the 

Corporation from time to time in one or more series. The Board of Directors (or any committee 

to which it may duly delegate the authority granted in this Article IV) is hereby empowered to 

authorize, to the fullest extent now or hereafter permitted by the laws of the State of Delaware, to 

provide for the issuance of shares of Preferred Stock in one or more series, for such consideration 

and for such corporate purposes as the Board of Directors (or such committee thereof) may from 

time to time determine and, by filing a certificate pursuant to the applicable law of the State of 

Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to 

time for each such series the number of shares to be included in each such series, and to fix the 

designations, powers, rights and preferences of the shares of each such series and any 

qualifications, limitations or restrictions thereof to the fullest extent now or hereafter permitted by 

this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, 

including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion 

rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a 

resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing 

for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly 

designated. 

Section 4. Nonvoting Stock. To the extent prohibited by Section 1123 of the 

Bankruptcy Code, the Corporation shall not issue any class or series of nonvoting equity securities; 

provided, however, that the foregoing (x) will have no force and effect beyond that required under 

Section 1123 of the Bankruptcy Code and (y) may be amended or eliminated in accordance with 

applicable law as from time to time in effect. For the purposes of this Section 4 of this Article IV, 

any class or series of equity securities that has only such voting rights as are mandated by the 

DGCL shall be deemed to be nonvoting for purposes of the restrictions of this Section 4 of this 

Article IV. 

ARTICLE V 

DIRECTORS 

Section 1. Director Powers. The business and affairs of the Corporation shall be 

managed by or under the direction of the Board of Directors. In addition to the powers and 

authority expressly conferred upon them by statute or by this Amended Restated Certificate of 

Incorporation or the Bylaws of the Corporation (as may be amended or restated from time to time, 

the “Bylaws”), the directors are hereby empowered to exercise all such powers and do all such acts 

and things as may be exercised or done by the Corporation. 

Section 2. Number of Directors. The initial number of directors shall be seven (7). 

The number of directors shall be fixed from time to time by the affirmative vote of a majority of 

the Whole Board (as defined below). 

Section 3. Elections. Unless and except to the extent that the Bylaws shall so require, 

elections of directors need not be by written ballot. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 9 of 538
 4 

ARTICLE VI 

AMENDMENTS TO BYLAWS 

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws. 

Any adoption, amendment or repeal of the Bylaws by the Board of Directors shall require the 

approval of a majority of the Whole Board. For purposes of this Amended and Restated Certificate 

of Incorporation, the term “Whole Board” shall mean the total number of authorized directors 

whether or not there exist any vacancies in previously authorized directorships. 

ARTICLE VII 

DIRECTOR LIABILITY 

To the fullest extent permitted by the DGCL, a director of the Corporation shall not 

be personally liable to the Corporation or its stockholders for monetary damages for breach of 

fiduciary duty as a director (it being understood that, without limiting the foregoing, if in the future 

the DGCL is amended or modified (including with respect to Section 102(b)(7) thereof) to permit 

the further limitation or elimination of the personal liability of a director of the Corporation to a 

greater extent than contemplated above, then the provisions of this Article VII shall be deemed to 

provide for the elimination of the personal liability of the directors of the Corporation to such 

greater extent). This Article VII shall not eliminate or limit the liability of a director for any act 

or omission occurring prior to the date when this Article VII becomes effective. Any repeal or 

amendment or modification of this Article VII, or the adoption of any provision of this Amended 

and Restated Certificate of Incorporation inconsistent with this Article VII, will, to the extent 

permitted by applicable law, be prospective only (except to the extent such amendment or change 

in applicable law permits the Corporation to provide a broader limitation on a retroactive basis 

than permitted prior thereto), and will not adversely affect any limitation on the personal liability 

of any director of the Corporation at the time of such repeal or amendment or modification or 

adoption of such inconsistent provision. 

ARTICLE VIII 

INDEMNIFICATION AND INSURANCE 

Section 1. Right to Indemnification. Each person who was or is made a party or is 

threatened to be made a party to or is involved in any threatened, pending or completed action, suit 

or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter 

referred to as a “proceeding”), by reason of the fact that such person, or a person of whom such 

person is the legal representative, is or was or has agreed to become a director or officer of the 

Corporation, or while a director or officer of the Corporation is or was serving or has agreed to 

serve at the request of the Corporation in any capacity, including as a director, officer, employee, 

fiduciary or agent, of another corporation or of a partnership, joint venture, trust or other enterprise, 

including, without limitation, service with respect to employee benefit plans maintained or 

sponsored by the Corporation or any of its subsidiaries (an “Indemnitee”), whether the basis of 

such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary 

or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, 

shall be indemnified and held harmless by the Corporation to the fullest extent which it is 

empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the 

case of any such amendment, to the fullest extent permitted by applicable law, only to the extent 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 10 of 538
 5 

that such amendment permits the Corporation to provide broader indemnification rights than said 

law permitted the Corporation to provide prior to such amendment) against all cost, expense, 

liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise 

taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred 

by such Indemnitee in connection with a proceeding if such person acted in good faith and in a 

manner such person reasonably believed to be in or not opposed to the best interests of the 

Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to 

believe that such person’s conduct was unlawful. The termination of any claim, action, suit or 

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its 

equivalent, shall not, of itself, create a presumption that such person did not act in good faith and 

in a manner which such person reasonably believed to be in or not opposed to the best interests of 

the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to 

believe that such person’s conduct was unlawful. Such indemnification shall continue as to a 

person who has ceased to serve in the capacity which initially entitled such person to indemnity 

hereunder, and such indemnification shall inure to the benefit of such person’s heirs, executors 

and administrators. Notwithstanding the foregoing, except as provided in Section 3 of this Article 

VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall 

indemnify any Indemnitee seeking indemnification in connection with a proceeding initiated by 

such person only if such proceeding (or part thereof) was authorized by the Board of Directors. 

Section 2. Advancement of Expenses. To the fullest extent to which it is permitted to 

do so by the DGCL or other applicable law, the Corporation shall, in advance of the final 

disposition of the matter, pay the expenses and costs (including attorneys’ fees) actually and 

reasonably incurred by any Indemnitee in defending or otherwise participating in any proceeding 

and any appeal therefrom for which such person may be entitled to such indemnification under 

this Article VIII or otherwise; provided, however, if required by the DGCL, such payment of 

expenses and costs in advance of the final disposition of the proceeding shall be made only upon 

receipt by the Corporation of an undertaking by or on behalf of such Indemnitee to repay all 

amounts advanced if it should be ultimately determined by final judicial decision from which there 

is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses 

under this Article VIII or otherwise. Expenses incurred by other employees, fiduciaries and agents 

who are considered Indemnitees hereunder may be so paid upon such terms and conditions, if any, 

as the Board of Directors deems appropriate. 

Section 3. Procedures for Indemnification of Directors and Officers. Any 

indemnification or advancement of expenses under this Article VIII shall be made promptly, and 

in any event within thirty (30) days, upon the written request of the Indemnitee, except in the case 

of a claim for an advancement of expenses, in which case the applicable period shall be twenty 

(20) days. If a determination by the Corporation that the Indemnitee is entitled to indemnification 

pursuant to this Article VIII is required, and the Corporation fails to respond within sixty (60) days 

to a written request for indemnity, the Corporation shall be deemed to have approved the request. 

If the Corporation denies a written request for indemnification or advancement of expenses, in 

whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days 

(or twenty (20) days in the case of a claim for advancement of expenses), the right to 

indemnification or advancement of expenses as granted by this Article VIII shall be enforceable 

by the Indemnitee in any court of competent jurisdiction. Such Indemnitee’s costs and expenses 

incurred in connection with successfully establishing the right to indemnification, in whole or in 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 11 of 538
 6 

part, in any such action or in a suit brought by the Corporation to recover an advancement of 

expenses pursuant to the terms of an undertaking, shall also be indemnified by the Corporation. It 

shall be a defense to any such action (other than an action brought to enforce a claim for expenses 

incurred in defending any proceeding in advance of its final disposition where the required 

undertaking, if any, has been tendered to the Corporation) that the Indemnitee has not met the 

standards of conduct which make it permissible under the DGCL for the Corporation to indemnify 

the Indemnitee for the amount claimed, but the burden of such defense shall be on the Corporation. 

Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, 

or its stockholders) to have made a determination prior to the commencement of such action that 

indemnification of the Indemnitee is proper in the circumstances because he or she has met the 

applicable standard of conduct set forth in the DGCL nor an actual determination by the 

Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that 

the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or 

create a presumption that the claimant has not met the applicable standard of conduct. In any suit 

brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses 

hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the 

terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, 

or to such advancement of expenses, under this Article VIII or otherwise, shall be on the 

Corporation. 

Section 4. Requested Services. Without limiting the meaning of the phrase “serving at 

the request of the Corporation” as used herein, any person serving as a director, officer or 

equivalent executive of (a) another corporation of which a majority of the shares entitled to vote 

in the election of its directors is owned, directly or indirectly, by the Corporation, or (b) any 

employee benefit plan maintained or sponsored by the Corporation or any corporation referred to 

in clause (a), shall be deemed to be doing so at the request of the Corporation for purposes of 

Section 1 of this Article VIII. 

Section 5. Contract Rights. The provisions of this Article VIII shall be deemed to be a 

contract right between the Corporation and each Indemnitee and such rights shall continue as to 

an Indemnitee who has ceased to be a director, officer, employee, fiduciary or agent, or if the 

relevant provisions of the DGCL or other applicable law cease to be in effect. Such contract right 

shall vest for each Indemnitee who is a director, officer, employee, fiduciary or agent at the time 

such person is elected or appointed to such position, and no repeal or modification of this Article 

VIII or any such law shall affect any such vested rights or obligations then existing with respect to 

any state of facts or proceeding arising after such election or appointment and prior to such repeal 

or modification. 

Section 6. Insurance. The Corporation may purchase and maintain insurance on its 

own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary or 

agent of the Corporation or was serving at the request of the Corporation as a director, officer, 

employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other 

enterprise against any liability asserted against such person and incurred by such person in any 

such capacity, or arising out of such person’s status as such, whether or not the Corporation would 

have the power to indemnify such person against such liability under the DGCL or this Article 

VIII. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 12 of 538
 7 

Section 7. Employees and Agents. Except as otherwise provided in the Plan, Persons 

who are not covered by the foregoing provisions of this Article VIII and who are or were 

employees, fiduciaries or agents of the Corporation, or who are or were serving at the request of 

the Corporation as employees, fiduciaries or agents of another corporation, partnership, joint 

venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from 

time to time by the Board of Directors to the fullest extent of this Article VIII. 

Section 8. Merger or Consolidation. For purposes of this Article VIII, references to 

“the Corporation” shall include, in addition to the resulting corporation, any constituent 

corporation (including, without limitation, any constituent of a constituent) absorbed in a 

consolidation or merged in a merger which, if its separate existence had continued, would have 

had power and authority to indemnify its directors, officers, and employees or agents, so that any 

person who is or was a director or officer of such constituent corporation, or is or was serving at 

the request of such constituent corporation as a director, officer, employee, fiduciary or agent of 

another corporation or of a partnership, joint venture, trust or other enterprise, shall stand in the 

same position under this Article VIII with respect to the resulting or surviving corporation as he 

or she would have with respect to such constituent corporation if its separate existence had 

continued. 

Section 9. Non-Exclusivity of Rights. The rights to indemnification and the 

advancement of expenses and costs conferred under this Article VIII shall not be exclusive of any 

other rights to which those seeking indemnification or advancement of expenses and costs may be 

entitled under any applicable law, provision of this Amended and Restated Certificate of 

Incorporation, by-law, agreement, vote of stockholders of the Corporation or disinterested 

directors or otherwise, both as to action in such person’s official capacity and as to action in another 

capacity while holding such office. The Corporation is specifically authorized to enter into 

individual contracts with any or all of its directors or officers respecting indemnification and 

advances, to the fullest extent not prohibited by the DGCL or by any other applicable law. 

Section 10. Amendments. No amendment, repeal or modification of, and no adoption 

of any provision inconsistent with, any provision of this Article VIII shall adversely affect any 

right or protection of a director or officer of the Corporation existing by virtue of this Article VIII 

at the time of such amendment, repeal, modification or adoption. 

Section 11. Jointly Indemnifiable Claims. Given that certain jointly indemnifiable 

claims (as defined below) may arise due to the service of the Indemnitee as a director and/or officer 

of the Corporation at the request of the indemnitee-related entities (as defined below), the 

Corporation shall be fully and primarily responsible for the payment to the Indemnitee in respect 

of indemnification or advancement of expenses in connection with any such jointly indemnifiable 

claims, pursuant to and in accordance with the terms of this Article VIII, irrespective of any right 

of recovery the Indemnitee may have from the indemnitee-related entities. Under no circumstance 

shall the Corporation be entitled to any right of subrogation against or contribution by the 

indemnitee-related entities and no right of advancement, indemnification or recovery the 

Indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights 

of the Indemnitee or the obligations of the Corporation under this Article VIII. In the event that 

any of the indemnitee-related entities shall make any payment to the Indemnitee in respect of 

indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 13 of 538
 8 

indemnitee-related entity making such payment shall be subrogated to the extent of such payment 

to all of the rights of recovery of the Indemnitee against the Corporation, and the Indemnitee shall 

execute all documents and instruments reasonably required and shall do all things that may be 

reasonably necessary to secure such rights, including the execution of such documents and 

instruments as may be necessary to enable the indemnitee-related entities effectively to bring suit 

to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries 

with respect to this Section 11 of this Article VIII and entitled to enforce this Section 11 of this 

Article VIII. 

(a) The term “indemnitee-related entities” means any corporation, limited liability 

company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than 

the Corporation or any other corporation, limited liability company, partnership, joint venture, 

trust, employee benefit plan or other enterprise for which the Indemnitee has agreed, on behalf of 

the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent 

and which service is covered by the indemnity described herein) from whom an Indemnitee may 

be entitled to indemnification or advancement of expenses with respect to which, in whole or in 

part, the Corporation may also have an indemnification or advancement obligation. 

(b) The term “jointly indemnifiable claims” shall be broadly construed and shall 

include, without limitation, any action, suit or proceeding for which the Indemnitee shall be 

entitled to indemnification or advancement of expenses from both the indemnitee-related entities 

and the Corporation pursuant to applicable law, any agreement, certificate of incorporation, 

bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited 

partnership or comparable organizational documents of the Corporation or the indemnitee-related 

entities, as applicable. 

ARTICLE IX 

SECTION 203 

The Corporation elects not to be governed by Section 203 of the DGCL. 

ARTICLE X 

AMENDMENTS 

In furtherance and not in limitation of the powers conferred by the laws of the State 

of Delaware as they presently exist or may hereafter be amended, subject to any limitations

contained elsewhere in this Amended and Restated Certificate of Incorporation, the Corporation

may from time to time adopt, amend or repeal any provisions of this Amended and Restated

Certificate of Incorporation. 

ARTICLE XI 

SEVERABILITY 

If any provision or provisions of this Amended and Restated Certificate of

Incorporation shall be held to be invalid, illegal or unenforceable as applied to any person or entity 

or circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law, 

the validity, legality and enforceability of such provisions in any other circumstance and of the

remaining provisions of this Amended and Restated Certificate of Incorporation (including,

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 14 of 538
 9 

without limitation, each portion of any sentence of this Amended and Restated Certificate of

Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not 

itself held to be invalid, illegal or unenforceable) and the application of such provision to other 

persons or entities and circumstances shall not in any way be affected or impaired thereby. 

ARTICLE XII 

FORUM 

Unless the Corporation consents in writing to the selection of an alternative forum, 

to the fullest extent permitted by applicable law, the sole and exclusive forum for (i) any derivative 

action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of 

breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to 

the Corporation or Corporation’s stockholders, (iii) any action asserting a claim arising pursuant 

to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs 

doctrine shall be the Court of Chancery of the State of Delaware, (or, if the Court of Chancery 

lacks subject matter jurisdiction, another state or federal court located within the state of 

Delaware). Any person or entity purchasing or otherwise acquiring or holding any interest in 

shares of capital stock of the Corporation shall be deemed to have notice of and consented to the 

provisions of this Article XII. 

* * * * * * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 15 of 538
[Signature Page to Amended and Restated Certificate of Incorporation] 

IN WITNESS WHEREOF, the undersigned has executed this Amended and

Restated Certificate of Incorporation this ___ day of [●], 2017. 

[GIRAFFE NEW HOLDING CO., INC.] 

By: _________________________________ 

Name: 

Title: 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 16 of 538
EXHIBIT A-2

Amended and Restated Bylaws of [Giraffe New Holding Co., Inc.]

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 17 of 538
Milbank Draft 

8/17/17 

AMENDED AND RESTATED BYLAWS 

OF 

[GIRAFFE NEW HOLDING CO., INC.] 

(a Delaware corporation, hereinafter called the “Corporation”) 

Effective as of [●], 2017 

ARTICLE I

OFFICES AND RECORDS 

Section 1.1 Registered Office. The registered office of the Corporation, and the 

registered agent of the Corporation at such address, shall initially be as fixed in the Corporation’s 

amended and restated certificate of incorporation (as may be further amended and/or restated from 

time to time, the “Certificate of Incorporation”). The registered office or registered agent of the 

Corporation may thereafter be changed from time to time by action of the board of directors of the 

Corporation (the “Board of Directors”). 

Section 1.2 Other Offices. The Corporation may also have offices at such other places, 

both within and without the State of Delaware, as the Board of Directors may from time to time 

determine or the business of the Corporation may require. 

Section 1.3 Books and Records. 

(a) The books and records of the Corporation may be kept outside the State of 

Delaware at such place or places as may from time to time be designated by the Board of Directors. 

(b) The Corporation shall, either at its principal executive office or at such place 

or places as designated by the Board of Directors, keep a record of its stockholders listing their 

names and addresses and the number and class of shares held by each such stockholder, a copy of 

these bylaws, as may be amended to date, minute books, accounting books and other records. 

(c) Any such records maintained by the Corporation may be kept on, or by 

means of, or be in the form of, any information storage device or method, provided that the records 

so kept can be converted into clearly legible paper form within a reasonable time. When records 

are kept in such manner, a clearly legible paper form produced from or by means of the information 

storage device or method shall be admissible in evidence, and accepted for all other purposes, to 

the same extent as an original paper form accurately portrays the record. The Corporation shall so 

convert any records so kept upon the request of any person or entity entitled to inspect such records 

pursuant to the provisions of the Certificate of Incorporation, these bylaws or applicable law. 

ARTICLE II

STOCKHOLDERS 

Section 2.1 Place of Meetings. Meetings of stockholders of the Corporation shall be 

held at any place, if any, either within or without the State of Delaware, as may be designated from 

time to time by the Board of Directors. The Board of Directors may, in its sole discretion, 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 18 of 538
 - 2 - 

determine that a meeting of stockholders of the Corporation shall not be held at any place, but may 

instead be held solely by means of remote communication. In the absence of notice to the contrary, 

meetings of the stockholders of the Corporation shall be held at the principal executive office of 

the Corporation. 

Section 2.2 Annual Meeting. The annual meeting of the stockholders of the 

Corporation shall be held on such date and at such place, if any, and/or by the means of remote 

communication, and time as may be fixed by resolution of the Board of Directors from time to 

time. At the annual meeting of the stockholders of the Corporation, directors shall be elected and 

any other business may be transacted which is properly brought before the annual meeting in 

accordance with the procedures set forth in Section 2.14 of these bylaws. Failure to hold any 

annual meeting as aforesaid shall not constitute, be deemed to be or otherwise effect a forfeiture 

or dissolution of the Corporation nor shall such failure affect otherwise valid corporate acts. 

Section 2.3 Special Meetings. Except as otherwise required by applicable law or 

provided in the instrument of designation of any series of preferred stock of the Corporation, 

special meetings of stockholders of the Corporation may be called at any time and from time to 

time only upon the written request (stating the purpose or purposes of the meeting) of (a) the Board 

of Directors, (b) [the Chairman of the Board of Directors], or (c) the holders of a majority of the 

total voting power of all the shares of capital stock of the Corporation entitled to vote generally in 

the election of directors. Special meetings of the stockholders of the Corporation may not be called 

by any person, group or entity other than those specifically enumerated in this Section 2.3. The 

Board of Directors or the Chairman of the Board of Directors shall determine the date, time, and 

place, if any, and/or means of remote communication, of any special meeting, which shall be stated 

in a notice of meeting delivered by the Board of Directors. Advance notice of stockholder 

nominations for the election of directors and of business to be brought by stockholders of the 

Corporation before any meeting of the stockholders of the Corporation, or any class or series of 

thereof, shall be given in the manner provided in these bylaws. No business may be transacted at 

any special meeting of the stockholders of the Corporation other than the business specified in the 

notice of such meeting. 

Section 2.4 Chairman of the Meeting; Conduct of Meetings; Inspection of 

Elections. 

(a) Meetings of stockholders of the Corporation shall be presided over by the 

chairman of the meeting, who shall be the Chairman of the Board of Directors or, in the absence 

thereof, such person as the Chairman of the Board of Directors shall appoint, or, in the absence 

thereof or in the event that the Chairman of the Board of Directors shall fail to make such 

appointment, any officer of the Corporation appointed by the Board of Directors. 

(b) The secretary of any meeting of the stockholders of the Corporation shall 

be the Secretary or Assistant Secretary, or in the absence thereof, such person as the chairman of 

the meeting appoints. The secretary of the meeting shall keep the minutes thereof. 

(c) The Board of Directors shall be entitled to make such rules or regulations 

for the conduct of meetings of stockholders of the Corporation as it shall deem necessary, 

appropriate or convenient from time to time. Subject to such rules and regulations, if any, the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 19 of 538
 - 3 - 

chairman of the meeting shall have the right and authority to convene and (for any or no reason) 

to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do 

all acts as, in the judgment of such chairman, are necessary, appropriate or convenient (and not 

inconsistent with the Certificate of Incorporation or these bylaws) for the proper conduct of the 

meeting, including, without limitation, establishing an agenda of business of the meeting, 

recognizing stockholders entitled to speak, calling for the necessary reports, stating questions and 

putting them to a vote, calling for nominations, announcing the results of voting, establishing rules 

or regulations to maintain order, imposing restrictions on entry to the meeting after the time fixed 

for commencement thereof and the fixing of the date and time of the opening and closing of the 

polls for each matter upon which the stockholders of the Corporation will vote at a meeting (and 

shall announce such at the meeting). 

(d) If required by applicable law, the Board of Directors shall appoint one or 

more inspectors, which inspector or inspectors may include individuals who serve the Corporation 

in other capacities, including, without limitation, as officers, employees, agents or representatives, 

to act at a meeting of stockholders of the Corporation and make a written report thereof. One or 

more persons may be designated as alternate inspectors to replace any inspector who fails to act. 

If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders 

of the Corporation, the chairman of the meeting shall appoint one or more inspectors to act at the 

meeting. Each inspector, before discharging his or her duties, shall take an oath faithfully to 

execute the duties of inspector with strict impartiality and according to the best of his or her ability. 

The inspectors shall have such other duties as may be prescribed by applicable law. 

Section 2.5 Notice. 

(a) Whenever stockholders of the Corporation are required or permitted to take 

any action at a meeting (whether special or annual), written notice (unless oral notice is reasonable 

under the circumstances) stating the place (if any), date, and time of the meeting, the means of 

remote communication (if any) by which such stockholders and proxy holders may be deemed to 

be present in person and vote at such meeting, the record date for determining the stockholders of 

the Corporation entitled to vote at the meeting (if such date is different from the record date for 

stockholders of the Corporation entitled to notice of the meeting) and, in the case of special 

meetings, the purpose or purposes of such meeting, shall be given to each stockholder of the 

Corporation entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days 

before the date of the meeting except as otherwise required by applicable law, the Certificate of 

Incorporation or these bylaws. In the case of an annual meeting, the notice need not state the 

purpose or purposes of the meeting unless the Certificate of Incorporation or the General 

Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from 

time to time, the “DGCL”) requires the purpose or purposes to be stated in the notice of the 

meeting. 

(b) All such notices shall be delivered in writing (unless oral notice is 

reasonable under the circumstances) or by a form of electronic transmission if receipt thereof has 

been consented to by the stockholder of the Corporation to whom the notice is given. If mailed, 

such notice shall be deemed to be delivered when deposited in the United States mail, postage 

prepaid, addressed to such stockholder at such stockholder’s address as it appears on the records 

of the Corporation. If given by facsimile telecommunication, such notice shall be deemed to be 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 20 of 538
 - 4 - 

delivered when directed to a number at which such stockholder has consented to receive notice by 

facsimile. Subject to the limitations of Section 2.6 of these bylaws, if given by electronic 

transmission, such notice shall be deemed to be delivered: (i) by electronic mail, when directed to 

an electronic mail address at which such stockholder has consented to receive notice; (ii) if by a 

posting on an electronic network together with separate written notice to such stockholder of such 

specific posting delivered by electronic mail or by United States mail, postage prepaid, addressed 

to such stockholder at such stockholder’s address as it appears on the records of the Corporation, 

upon the later of (x) such posting and (y) the giving of such separate notice; and (iii) if by any 

other form of electronic transmission, when directed to such stockholder. An affidavit of the 

Secretary or an Assistant Secretary, the transfer agent of the Corporation or any other agent of the 

Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence 

of the facts stated therein. 

(c) Whenever notice is required to be given under any provision of the DGCL, 

the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the stockholder 

of the Corporation entitled to notice, or a written waiver by electronic transmission by the person 

or entity entitled to notice, whether before or after the time stated therein, shall be deemed 

equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of 

the stockholders of the Corporation need be specified in any waiver of notice of such meeting. 

(d) Attendance of a stockholder of the Corporation at a meeting of the 

stockholders of the Corporation shall constitute a waiver of notice of such meeting, except when 

such stockholder attends for the express purpose of objecting at the beginning of the meeting to 

the transaction of any business because the meeting is not lawfully called or convened. 

(e) Whenever notice is required to be given under the DGCL, the Certificate of 

Incorporation or these bylaws to any stockholder of the Corporation with whom communication 

is unlawful, the giving of such notice to such stockholder shall not be required, and there shall be 

no duty to apply to any governmental authority or agency for a license or permit to give such notice 

to such stockholder. Any action or meeting which shall be taken or held without notice to any 

such stockholder with whom communication is unlawful shall have the same force and effect as if 

such notice had been duly given. 

Section 2.6 Notice by Electronic Delivery. Without limiting the manner by which 

notice otherwise may be given effectively to stockholders of the Corporation pursuant to the 

DGCL, the Certificate of Incorporation or these bylaws, any notice to stockholders of the 

Corporation given by the Corporation under any provision of the DGCL, the Certificate of 

Incorporation or these bylaws shall be effective if given by a form of electronic transmission 

consented to by the stockholder of the Corporation to whom the notice is given. Any such consent 

shall be revocable by such stockholder by written notice to the Secretary. Any such consent shall 

be deemed revoked if: (i) the Corporation is unable to deliver by electronic transmission two (2) 

consecutive notices of meetings or of other business given by the Corporation in accordance with 

such consent; and (ii) such inability becomes known to the Secretary or an Assistant Secretary or 

to the transfer agent or other person responsible for the giving of notice. However, the inadvertent 

failure to treat such inability as a revocation shall not invalidate any meeting or other action. For 

purposes of these bylaws, except as otherwise limited by applicable law, the term “electronic 

transmission” means any form of communication not directly involving the physical transmission 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 21 of 538
 - 5 - 

of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, 

and that may be directly reproduced in paper form by such a recipient through an automated 

process. 

Section 2.7 Stockholders List. The officer having charge of the stock ledger of the 

Corporation shall make, at least ten (10) days before every meeting of the stockholders of the 

Corporation, a complete list of the stockholders of the Corporation entitled to vote at such meeting 

(provided, however, if the record date for determining the stockholders of the Corporation entitled 

to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders 

of the Corporation entitled to vote as of the tenth (10th) day before the meeting date), arranged in 

alphabetical order, showing the address of (and any form of electronic transmission consented to 

by) each such stockholder and the number of shares registered in the name of each such 

stockholder. Such list shall be open to the examination of any stockholder of the Corporation for 

any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: 

(i) on a reasonably accessible electronic network; provided that the information required to gain 

access to such list is provided with the notice of the meeting; and/or (ii) during ordinary business 

hours at the principal place of business of the Corporation. In the event that the Corporation 

determines to make the list available on an electronic network, the Corporation may take 

reasonable steps to ensure that such information is available only to stockholders of the 

Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the 

time and place of the meeting during the whole time thereof and may be examined by any 

stockholder of the Corporation who is present. If the meeting is to be held solely by means of 

remote communication, then the list shall also be open to the examination of any stockholder of 

the Corporation during the whole time of the meeting on a reasonably accessible electronic 

network, and the information required to access such list shall be provided with the notice of the 

meeting. Refusal or failure to prepare or make available the stockholder list shall not affect the 

validity of any action taken at a meeting of stockholders of the Corporation. 

Section 2.8 Quorum. Except as otherwise provided by applicable law or by the 

Certificate of Incorporation, the holders of a majority in voting power of the outstanding shares of 

capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, 

shall constitute a quorum for the transaction of business at all meetings of the stockholders of the 

Corporation. If a quorum is not present, the chairman of the meeting or the holders of a majority 

in voting power of the shares of capital stock of the Corporation present in person or represented 

by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another 

place, if any, date and time. When a quorum is once present to commence a meeting of the 

stockholders of the Corporation, it is not broken by the subsequent withdrawal of any stockholders 

of the Corporation or their respective proxies. 

Section 2.9 Adjournment and Postponement of Meetings. 

(a) Any meeting of the stockholders of the Corporation, whether or not a 

quorum is present, may be adjourned to be reconvened at a specific date, time, place (if any) and/or 

by means of remote communication (if any) by the holders of a majority in voting power of the 

shares of capital stock present in person or represented by proxy at the meeting and entitled to vote 

at the meeting or, unless contrary to any provision of the Certificate of Incorporation, these bylaws 

or applicable law, the Chairman of the Board of Directors or the affirmative vote of a majority of 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 22 of 538
 - 6 - 

the members of the Board of Directors. When a meeting of the stockholders of the Corporation is 

adjourned to another date, time, place (if any), and/or by means of remote communication (if any), 

notice need not be given of the adjourned meeting if the date, time and place (if any) thereof, 

and/or the means of remote communication (if any) by which such stockholders and proxy holders 

may be deemed to be present in person and vote at such adjourned meeting, are announced at the 

meeting at which the adjournment is taken; provided, however, that if the adjournment is for more 

than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record 

entitled to vote at the meeting. If after the adjournment a new record date for determination of 

stockholders of the Corporation entitled to vote is fixed for the adjourned meeting, the Board of 

Directors shall fix as the record date for determining such stockholders entitled to notice of such 

adjourned meeting the same or an earlier date as that fixed for determination of stockholders of 

the Corporation entitled to vote at the adjourned meeting, and shall give notice of the adjourned 

meeting to each stockholder of record as of the record date so fixed for notice of such adjourned 

meeting. 

(b) Any previously scheduled meeting of the stockholders of the Corporation 

may be postponed, and (unless contrary to applicable law or the Certificate of Incorporation) any 

special meeting of the stockholders of the Corporation may be cancelled, by resolution of the Board 

of Directors upon notice given to such stockholders prior to the date previously scheduled for such 

meeting of stockholders. 

Section 2.10 Vote Required. When a quorum is present, the affirmative vote of the 

majority in voting power of the shares of capital stock of the Corporation present in person or 

represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of 

the stockholders of the Corporation, unless the question is one upon which, by express provisions 

of applicable law, the Certificate of Incorporation, these bylaws, the rules or regulations of any 

stock exchange applicable to the Corporation, or pursuant to any regulation applicable to the 

Corporation or its securities, or the instrument of designation of any series of preferred stock of 

the Corporation, a different or additional vote is required or provided for, in which case such 

express provision shall govern and control the decision of such question. Where a separate vote 

by class or series is required or provided for, when a quorum is present, the affirmative vote of a 

majority in voting power of the shares of capital stock of the Corporation of such class or series 

present in person or represented by proxy at the meeting and entitled to vote on the subject matter 

shall be the act of such class or series of stockholders, unless the question is one upon which, by 

express provisions of applicable law, the Certificate of Incorporation, these bylaws, the rules or 

regulations of any stock exchange applicable to the Corporation, or pursuant to any regulation 

applicable to the Corporation or its securities, or the designation of any series of preferred stock 

of the Corporation, a different vote is required or provided for, in which case such express 

provision shall govern and control the decision of such question. 

Section 2.11 Voting Rights. Except as otherwise provided by applicable law, each 

stockholder of the Corporation shall be entitled to that number of votes for each share of capital 

stock of the Corporation held by such stockholder as set forth in the Certificate of Incorporation 

or, in the case of preferred stock of the Corporation, in the instrument of designation thereof. 

Section 2.12 Proxies. Each stockholder of the Corporation entitled to vote at a meeting 

of stockholders of the Corporation may authorize another person or entity to act for such 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 23 of 538
 - 7 - 

stockholder by proxy in such manner as prescribed under the DGCL, but no such proxy shall be 

voted or acted upon after three (3) years from its date unless such proxy expressly provides for a 

longer period. At each meeting of the stockholders of the Corporation, and before any voting 

commences, all proxies filed at or before the meeting shall be submitted to and examined by the 

Secretary or a person designated by the Secretary, and no shares may be represented or voted under 

a proxy that has been found (in the reasonable determination of the Secretary or such designee) to 

be invalid or irregular. Reference by the Secretary in the minutes of the meeting to the regularity 

of a proxy shall be received as prima facie evidence of the facts stated for the purpose of 

establishing the presence of a quorum at such meeting and for all other purposes. The revocability 

of a proxy that states on its face that it is irrevocable shall be governed by the applicable provisions 

of the DGCL and, without limiting the foregoing, a duly executed proxy shall be irrevocable if it 

states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in 

law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the 

interest with which it is coupled is an interest in the stock itself or an interest in the corporation 

generally. 

Section 2.13 Record Date. 

(a) In order that the Corporation may determine the stockholders of the 

Corporation entitled to notice of any meeting of such stockholders or any adjournment thereof, the 

Board of Directors may fix a record date, which record date shall not precede the date upon which 

the resolution fixing the record date is adopted by the Board of Directors, and which record date 

shall, unless otherwise required by applicable law, not be more than sixty (60) nor less than ten 

(10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall 

also be the record date for determining the stockholders of the Corporation entitled to vote at such 

meeting unless the Board of Directors determines, at the time it fixes such record date, that a later 

date on or before the date of the meeting shall be the date for making such determination. If no 

record date is fixed by the Board of Directors, the record date for determining stockholders of the 

Corporation entitled to notice of or to vote at a meeting of such stockholders shall be at the close 

of business on the day immediately preceding the day on which notice is given, or, if notice is 

waived, at the close of business on the day immediately preceding the day on which the meeting 

is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of 

stockholders of the Corporation shall apply to any adjournment of the meeting; provided, however, 

that the Board of Directors may fix a new record date for determination of such stockholders 

entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for such 

stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed 

for determination of stockholders of the Corporation entitled to vote in accordance herewith at the 

adjourned meeting. 

(b) In order that the Corporation may determine the stockholders of the 

Corporation entitled to receive payment of any dividend or other distribution or allotment of any 

rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock 

or for the purpose of any other lawful action, the Board of Directors may fix a record date, which 

record date shall not (i) precede the date upon which the resolution fixing the record date is 

adopted, or (ii) be more than sixty (60) days prior to such action. If no such record date is fixed, 

the record date for determining stockholders of the Corporation for any such purpose shall be at 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 24 of 538
 - 8 - 

the close of business on the day on which the Board of Directors adopts the resolution relating 

thereto. 

(c) Unless such action in writing without a meeting is otherwise restricted by 

the Certificate of Incorporation, in order that the Corporation may determine the stockholders of 

the Corporation entitled to express consent to corporate action in writing without a meeting, the 

Board of Directors may fix a record date, which record date shall not precede the date upon which 

the resolution fixing the record date is adopted by the Board of Directors, and which record date 

shall not be more than ten (10) days after the date upon which the resolution fixing the record date 

is adopted by the Board of Directors. Unless such action in writing without a meeting is otherwise 

restricted by the Certificate of Incorporation, if no record date for determining stockholders of the 

Corporation entitled to express consent to corporate action in writing without a meeting is fixed 

by the Board of Directors, (i) when no prior action of the Board of Directors is required by 

applicable law, the record date for such purpose shall be the first date on which a signed written 

consent setting forth the action taken or proposed to be taken is delivered to the Corporation in 

accordance with applicable law, and (ii) if prior action by the Board of Directors is required by 

applicable law, the record date for such purpose shall be at the close of business on the day on 

which the Board of Directors adopts the resolution taking such prior action. 

Section 2.14 Advance Notice of Stockholder Business. 

(a) Only such business shall be conducted before a meeting of the stockholders 

of the Corporation as shall have been properly brought before such meeting. To be properly 

brought before an annual or special meeting of the stockholders of the Corporation, from and after 

the date Common Stock (as defined in the Certificate of Incorporation) is listed, whether in 

connection with an initial public offering of the Common Stock or otherwise, on a U.S. national 

securities exchange registered with the Securities and Exchange Commission and any 

governmental body or agency succeeding to the functions thereof (a “Public Listing”), business 

must be: (i) with respect to any annual meeting, (A) specified in the notice of meeting (or any 

supplement or amendment thereto) given by or at the direction of the Board of Directors or a duly 

authorized committee of the Board of Directors; (B) otherwise properly brought before the meeting 

by or at the direction of the Board of Directors or a duly authorized committee of the Board of 

Directors; or (C) otherwise properly brought before the meeting by any stockholder of the 

Corporation (1) who is a stockholder of record on the date of the giving of the notice provided for 

in this Section 2.14 and on the record date for the determination of stockholders of the Corporation 

entitled to vote at such annual meeting and (2) who complies with the notice procedures set forth 

in this Section 2.14; and (ii) with respect to any special meeting, specified in the notice of meeting 

(or any supplement or amendment thereto) given to the stockholders of the Corporation by the 

Board of Directors pursuant to and in accordance with Section 2.3. For the avoidance of doubt, 

the provisions in this Section 2.14 shall not apply prior to completion of a Public Listing. 

(b) For such business to be considered properly brought before the meeting by 

a stockholder of the Corporation, such stockholder must, in addition to any other applicable 

requirements, have given timely notice thereof in proper written form to the Secretary. To be 

timely with respect to any annual meeting, such stockholder’s notice to the Secretary must be 

delivered to or mailed and received by the Secretary at the principal executive office of the 

Corporation no fewer than ninety (90) and no more than one hundred twenty (120) days prior to 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 25 of 538
 - 9 - 

the first (1st) anniversary of the immediately preceding annual meeting of the stockholders of the 

Corporation; provided, however, that in the event that no annual meeting was held in the previous 

year or the annual meeting is called for a date that is not within thirty (30) days before or after such 

anniversary date, notice by such stockholder to be timely must be so received not later than the 

close of business on the tenth (10th) day following the day on which notice of the date of the 

annual meeting was mailed. To be timely with respect to any special meeting, such stockholder’s 

notice to the Secretary must be delivered or mailed and received by the Secretary at the principal 

executive office of the Corporation not less than sixty (60) days prior to the date of such meeting; 

provided, however, that in the event that less than seventy (70) days’ notice of the date of the 

meeting is given to stockholders of the Corporation, to be timely such stockholder’s notice must 

be delivered or mailed and received by the Secretary at the principal executive office of the 

Corporation not later than the close of business on the tenth (10th) day following the earlier of the 

day on which such notice is mailed by the Corporation. In no event shall the public announcement 

of an adjournment or postponement of an announced meeting commence a new time period (or 

extend any time period) for the giving of a stockholder’s notice as provided in this Section 2.14. 

(c) To be in proper written form, a stockholder’s notice to the Secretary must 

set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief 

description of the business desired to be brought before the annual meeting and the reasons for 

conducting such business at the annual meeting; (ii) as to the stockholder of the Corporation giving 

the notice and the beneficial owner, if any, on whose behalf the proposal is made (A) the name 

and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial 

owner, (B) the class or series and number of shares of capital stock of the Corporation which are 

directly or indirectly (including through any derivative arrangement) owned (1) beneficially and 

(2) of record by such stockholder and by such beneficial owner, (C) a description of all 

arrangements or understandings between such stockholder or such beneficial owner and any other 

person or entity (including, without limitation, their names) in connection with the ownership of 

the capital stock of the Corporation and the proposal of such business by such stockholder and 

such beneficial owner, and any material interest (financial or otherwise) of such stockholder or 

such beneficial owner in such business, (D) whether either such stockholder or beneficial owner 

intends to deliver a form of proxy to holders of at least the percentage of the Corporation’s voting 

shares required under applicable law to approve the proposal and (E) if the Corporation is then 

subject to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange 

Act”), any other information relating to such stockholder and beneficial owner, if any, required to 

be disclosed in a proxy statement or other filing required to be made in connection with a 

solicitation of proxies for the proposal pursuant to and in accordance with Section 14(a) of the 

Exchange Act and the rules and regulations promulgated thereunder; and (iii) a representation that 

such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting 

and intends to appear in person or by proxy at the meeting to introduce the business specified in 

the notice. As used herein, shares “beneficially owned” by a person (and phrases of similar import) 

shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 

and 13d-5 under the Exchange Act, including, without limitation, shares which are beneficially 

owned, directly or indirectly, by any other person with which such person has any agreement, 

arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any 

shares of the capital stock of the Corporation. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 26 of 538
 - 10 - 

(d) The chairman of a meeting of the stockholders of the Corporation shall 

determine and declare at such meeting whether the stockholder proposal was made in accordance 

with the terms of this Section 2.14. If the chairman of the meeting determines that such proposal 

was not properly brought before the meeting in accordance with the foregoing procedures, the 

chairman of the meeting shall declare to the meeting that the proposal was not properly brought 

before the meeting and the business of such proposal shall not be transacted. 

(e) This provision shall not prevent the consideration and approval or 

disapproval at any annual or special meeting of stockholders of the Corporation of reports of 

officers, directors and committees of the Board of Directors, but in connection with such reports, 

no new business shall be acted upon at such meeting unless stated, filed and received as herein 

provided. 

(f) In addition, notwithstanding anything in this Section 2.14 to the contrary, a 

stockholder of the Corporation intending to nominate one or more persons for election as a director 

at an annual or special meeting of stockholders of the Corporation must comply with Section 2.15 

of these bylaws for such nomination to be properly brought before such meeting. 

(g) For purposes of this Section 2.14, any adjournment(s) or postponement(s) 

of the original meeting whereby the meeting will reconvene within ninety (90) days from the 

original date shall be deemed for purposes of notice to be a continuation of the original meeting 

and no business may be brought before any such reconvened meeting unless pursuant to a notice 

of such business which was timely for the meeting and properly presented as determined as of the 

date originally scheduled. 

Section 2.15 Advance Notice of Director Nominations. 

(a) Unless otherwise required by applicable law or the Certificate of 

Incorporation, from and after the date on which the Corporation completes a Public Listing, only 

persons who are nominated in accordance with the following procedures shall be eligible for 

election as directors of the Corporation, except as may be otherwise provided in the instrument of 

designation of any series of preferred stock of the Corporation with respect to the right of holders 

of preferred stock of the Corporation to nominate and elect a specified number of directors of the 

Corporation, who shall be nominated as provided therein. For the avoidance of doubt, the 

provisions in this Section 2.15 shall not apply prior to completion of a Public Listing. 

(b) Nominations of persons for election to the Board of Directors shall be made 

only at an annual or special meeting of stockholders of the Corporation called for the purpose of 

electing directors and must be (i) specified in the notice of meeting (or any supplement or 

amendment thereto) and (ii) made by (A) the Board of Directors or a duly authorized committee 

of the Board of Directors (or at the direction thereof) or (B) made by any stockholder of the 

Corporation (1) who is a stockholder of record on the date of the giving of the notice provided for 

in this Section 2.15 and on the record date for the determination of stockholders entitled to vote at 

such meeting and (2) who complies with the notice procedures set forth in this Section 2.15. 

(c) In addition to any other applicable requirements, for a nomination to be 

made by a stockholder of the Corporation, such stockholder must have given timely notice thereof 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 27 of 538
 - 11 - 

in proper written form to the Secretary. To be timely, such stockholder’s notice to the Secretary 

must be delivered to or mailed and received at the principal executive office of the Corporation: 

(i) in the case of an annual meeting of the stockholders of the Corporation, no fewer than ninety 

(90) nor more than one hundred twenty (120) days prior to the first (1st) anniversary of the 

immediately preceding annual meeting; provided, however, that in the event that no annual 

meeting was held in the previous year or the annual meeting is called for a date that is not within 

thirty (30) days before or after such anniversary date, notice by such stockholder to be timely must 

be so received not later than the close of business on the tenth (10th) day following the day on 

which notice of the date of the annual meeting was mailed, and (ii) in the case of a special meeting 

of stockholders of the Corporation called for the purpose of electing directors, not less than sixty 

(60) days prior to the meeting; provided, however, that in the event that less than seventy (70) 

days’ notice of the date of the meeting is given or made to stockholders of the Corporation, notice 

by such stockholder to be timely must be so received not later than the close of business on the 

tenth (10th) day following the earlier of the day on which such notice was mailed. Notwithstanding 

anything to the contrary in the immediately preceding sentence, in the event that the number of 

directors to be elected to the Board of Directors is increased, a stockholder’s notice required by 

this Section 2.15 shall also be considered timely, but only with respect to nominees for any new 

positions created by such increase and only if otherwise timely notice of nomination for all other 

directorships was delivered by such stockholder in accordance with the requirements of the 

immediately preceding sentence, if it shall be delivered to the Secretary at the principal executive 

office of the Corporation not later than the close of business on the tenth (10th) day following the 

day on which notice to the stockholders of the Corporation was given by the Corporation naming 

all of the nominees for director or specifying the size of the increase in the number of directors to 

serve on the Board of Directors, even if such tenth (10th) day shall be later than the date for which 

a nomination would otherwise have been required to be delivered to be timely. In no event shall 

the public announcement of an adjournment or postponement of an announced meeting commence 

a new time period (or extend any time period) for the giving of a stockholder’s notice as provided 

in this Section 2.15. 

(d) To be in proper written form, a stockholder’s notice to the Secretary 

pursuant to this Section 2.15 must set forth (i) as to each person whom the stockholder of the 

Corporation proposes to nominate for election as a director, (A) the name, age, business address, 

and residence address of such person, (B) the principal occupation or employment of the person, 

(C) the class or series and number of shares of capital stock of the Corporation which are directly 

or indirectly (including through any derivative arrangement) owned beneficially or of record by 

the person, and (D) any other information relating to the person that would be required to be 

disclosed in a proxy statement or other filing required to be made in connection with a solicitation 

of proxies for an election of directors pursuant to the Exchange Act and the rules and regulations 

promulgated thereunder if the Corporation were a reporting company under the Exchange Act, and 

(ii) as to the stockholder of the Corporation giving the notice and the beneficial owner, if any, on 

whose behalf the director nomination is made (A) the name and address of such stockholder, as 

they appear on the Corporation’s books, and of such beneficial owner; (B) the class or series and 

number of shares of capital stock of the Corporation which are owned (1) beneficially and (2) of 

record by such stockholder and by such beneficial owner, (C) a description of all arrangements or 

understandings between such stockholder or such beneficial owner and any other person or entity 

(including, without limitation, their names) in connection with the ownership of the capital stock 

of the Corporation and the nomination of such nominee(s), and any material interest of such 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 28 of 538
 - 12 - 

stockholder or such beneficial owner in such nomination(s), (D) whether either such stockholder 

or beneficial owner intends to deliver a form of proxy to holders of the Corporation’s voting shares 

to elect such nominee or nominees, (E) a representation that the stockholder of the Corporation 

giving the notice is a holder of record of stock of the Corporation entitled to vote at such meeting 

and that such stockholder intends to appear in person or by proxy at the meeting to nominate the 

persons named in its notice and (F) if the Corporation is then subject to Section 14(a) of the 

Exchange Act, any other information relating to such stockholder and beneficial owner, if any, 

required to be disclosed in a proxy statement or other filing required to be made in connection with 

a solicitation of proxies for an election of directors pursuant to the Exchange Act and the rules and 

regulations promulgated thereunder. Such notice must be accompanied by a written consent of 

each proposed nominee to be named as a nominee and to serve as a director if elected. The 

Corporation may require any nominee to furnish such other information (which may include 

meeting to discuss the information) as may reasonably be required by the Corporation to determine 

the eligibility of such nominee to serve as a director of the Corporation. 

(e) If the chairman of a meeting of the stockholders of the Corporation 

determines that a nomination was not made in accordance with the foregoing procedures, the 

chairman of the meeting shall declare to the meeting that the nomination was defective and such 

defective nomination shall be disregarded. 

(f) Nothing in this Section 2.15 shall be deemed to affect any rights of the 

holders of any series of preferred stock of the Corporation to elect directors pursuant to any 

applicable provisions of the Certificate of Incorporation. 

Section 2.16 Action Without a Meeting. Until the date on which the Corporation 

completes a Public Listing, any action required or permitted to be taken at any annual or special 

meeting of stockholders of the Corporation may be taken without a meeting, without prior notice 

and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be 

signed by the holders of outstanding stock of the Corporation having not less than the minimum 

number of votes that would be necessary to authorize or take such action at a meeting at which all 

shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by 

delivery to its registered office in the State of Delaware, its principal place of business, or to an 

officer or agent of the Corporation having custody of the book in which proceedings of meetings 

of stockholders of the Corporation are recorded. Following the date on which the Corporation 

completes a Public Listing, any action required or permitted to be taken at any annual or special 

meeting of stockholders of the Corporation may be taken without a meeting, without prior notice 

and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be 

signed by all the holders of outstanding stock of the Corporation entitled to vote thereon.

ARTICLE III

DIRECTORS 

Section 3.1 General Powers. All corporate powers shall be exercised by or under the 

authority of, and the business and affairs of the Corporation shall be managed under the direction 

of, the Board of Directors. In addition to the powers and authority expressly conferred upon it by 

these bylaws, the Board of Directors shall exercise all such powers of the Corporation and do all 

such lawful acts and things as are not by applicable law or any other legal agreement among 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 29 of 538
 - 13 - 

stockholders of the Corporation, by the Certificate of Incorporation, or by these bylaws directed 

or required to be exercised or done by the stockholders of the Corporation. 

Section 3.2 Number and Election. 

(a) The total number of directors constituting the entire Board of Directors shall 

be not less than three (3) nor more than fifteen (15). Subject to the limits specified in the 

immediately preceding sentence, the exact number of directors shall be determined from time to 

time by the Board of Directors; provided, however, that in no case will a decrease in the number 

of authorized directors constituting the Whole Board (as defined below) have the effect of 

removing or shortening the term of any incumbent director.

(b) Except as provided in Section 3.6 of these bylaws and the Stockholders 

Agreement of the Corporation, dated as of [●], 2017 (as amended, modified or supplemented from 

time to time, the “Stockholders Agreement”), a plurality of the votes cast at any annual meeting 

of stockholders of the Corporation or any special meeting of the stockholders of the Corporation 

properly called for the purpose of electing directors shall elect directors of the Corporation. Except 

as otherwise set forth in the instrument of designation of any class or series of preferred stock of 

the Corporation, no stockholder of the Corporation shall be entitled to cumulate votes on behalf of 

any candidate at any election of directors of the Corporation. 

(c) All elections of directors of the Corporation shall be by written ballot, unless 

otherwise provided in the Certificate of Incorporation or authorized by the Board of Directors from 

time to time. If authorized by the Board of Directors, such requirement of a written ballot shall be 

satisfied by a ballot submitted by electronic transmission; provided, however, that any such 

electronic transmission must be either set forth or be submitted with information from which it can 

be determined that the electronic transmission was authorized. 

Section 3.3 Classes of Directors and Term of Office. The Board of Directors shall be 

divided into three classes, designated Class I, Class II and Class III, and the term of office of 

directors of one class shall expire at each annual meeting of stockholders of the Corporation, and 

in all cases as to each director until his or her successor shall be duly elected and qualified or until 

his or her earlier resignation, removal from office, death or incapacity. Upon the effectiveness of 

these bylaws (the “Effective Time”), the Board of Directors, in accordance with the Stockholders 

Agreement, shall assign all members of the Board of Directors then in office to a class, and the 

director(s) assigned to Class I shall hold office for a term expiring at the first regularly scheduled 

annual meeting of stockholders of the Corporation following the Effective Time, the director(s) 

assigned to Class II shall hold office for a term expiring at the second regularly scheduled annual 

meeting of stockholders of the Corporation following the Effective Time, and the director(s) 

assigned to Class III shall hold office for a term expiring at the third regularly scheduled annual 

meeting of stockholders of the Corporation following the Effective Time. At each succeeding 

annual meeting of stockholders of the Corporation, a number of directors equal to the number of 

directors of the class whose term expires at the time of such meeting (or, if less, the number of 

directors properly nominated and qualified for election) shall be elected to hold office until the 

third succeeding annual meeting of stockholders of the Corporation after their election.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 30 of 538
 - 14 - 

Section 3.4 Removal. Except as provided in the Stockholders Agreement and subject 

to the rights, if any, of the holders of shares of any class or series of preferred stock of the 

Corporation then outstanding to remove directors as set forth in the instrument of designation of 

such preferred stock applicable thereto, any director or the entire Board of Directors may be 

removed from office, with or without cause, upon the affirmative vote of the holders of a majority 

of the total voting power of all the shares of the Corporation entitled to vote generally in the 

election of directors, voting together as a single class. 

Section 3.5 Resignation. Any director may resign at any time upon notice given in 

writing or by electronic transmission to the Corporation. Any resignation shall take effect at the 

time specified therein or, if the time when it shall become effective is not specified therein, 

immediately upon receipt. Unless otherwise specified therein, the acceptance of any such 

resignation shall not be necessary to make it effective. 

Section 3.6 Vacancies and Newly Created Directorships. Except as provided in the 

Stockholders Agreement and subject to the rights, if any, of the holders of shares of any class or 

series of preferred stock of the Corporation then outstanding to designate a director to fill a vacancy 

as set forth in the instrument of designation of such preferred stock applicable thereto, any vacancy 

on the Board of Directors resulting from any death, resignation, retirement, disqualification, 

removal from office, or newly created directorship resulting from any increase in the authorized 

number of directors or otherwise shall be filled only by the Board of Directors, acting by a majority 

of the remaining directors then in office, even if less than a quorum, or by a sole remaining director 

and not by the stockholders. Except as provided in the Stockholders Agreement, a director elected 

to fill a vacancy shall hold office for a term expiring at the annual meeting of stockholders at which 

the term of office of the class to which such director has been appointed expires and until such 

director’s successor shall have been duly elected and qualified or until such director’s earlier death, 

resignation or removal. If there are no directors in office, then an election of directors shall be 

held in the manner provided by applicable law. 

Section 3.7 [Chairman of the Board of Directors. The Chairman of the Board of 

Directors shall be chosen from among the directors by a majority vote of the Whole Board (as 

defined below). Any director elected as Chairman in accordance with this Section 3.7 shall hold 

such office until such director’s earlier death, resignation, retirement, disqualification or removal 

from office or the election of any successor by the Board of Directors from time to time. The 

Chairman of the Board of Directors shall preside at all meetings of the stockholders of the 

Corporation and shall have such other powers and perform such other duties (including, without 

limitation, as applicable, as an officer of the Corporation) as may be prescribed by the Board of 

Directors or provided in these bylaws.] 

Section 3.8 Meetings. Meetings of the Board of Directors may be held at such dates, 

times and places (if any) and/or by means of remote communication (if any) as shall be determined 

from time to time by the Board of Directors or as may be specified in a notice regarding a meeting 

of the Board of Directors. Special meetings of the Board of Directors may be called by the 

Chairman of the Board of Directors, the Chief Executive Officer or President of the Corporation, 

or not less than a majority of the members of the Board of Directors and shall be called by the 

President or the Secretary if directed by the Chairman of the Board of Directors, the Chief 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 31 of 538
 - 15 - 

Executive Officer or President of the Corporation or not less than a majority of the members of 

the Board of Directors. 

Section 3.9 Conduct of Meetings. 

(a) Meetings of the Board of Directors shall be presided over by the chairman 

of the meeting, who shall be the Chairman of the Board of Directors or, in the discretion of the 

Board of Directors, such director as a majority of the directors present at such meeting shall 

appoint. 

(b) The Board of Directors shall be entitled to make such rules or regulations 

for the conduct of meetings of the Board of Directors as it shall deem necessary, appropriate or 

convenient. 

Section 3.10 Notice. 

(a) Unless the Certificate of Incorporation provides otherwise, (i) regular 

meetings of the Board of Directors may be held without notice of the date, time, place or purpose 

of the meeting at any date, time and place (if any) and/or means of remote communication (if any), 

as shall from time to time be determined by the Board of Directors, and (ii) unless waived by each 

of the directors entitled to notice thereof, special meetings of the Board of Directors shall be 

preceded by at least twenty-four (24) hours’ notice of the date, time and place (if any) and/or means 

of remote communication (if any). Any notice of a special or regular meeting of the Board of 

Directors shall be given to each director orally (either in person or by telephone), in writing (either 

by hand delivery, mail, courier or facsimile), or by electronic or other means of remote 

communication, in each case, directed to each director at that director’s address, telephone number, 

facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s 

records. Any oral notice may be communicated either to the director or to a person at the office 

of the director who the person giving notice has reason to believe will promptly communicate such 

notice to the director. If the notice is: (i) delivered personally by hand, by courier, or orally by 

telephone or otherwise, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered 

or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice 

is sent by United States mail or courier service, it shall be deposited in the United States mail or 

with the courier at least three (3) business days before the time of the holding of the meeting. 

(b) Whenever notice is required to be given under any provisions of the DGCL, 

the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the director 

entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether 

before or after the time stated therein, shall be deemed equivalent to notice. Neither the business 

to be transacted at, nor the purpose of, any meeting of the Board of Directors or committee thereof 

need be specified in any waiver of notice of such meeting. 

(c) Attendance of a director at a meeting of the Board of Directors shall 

constitute a waiver of notice of such meeting, except when the director attends for the express 

purpose of objecting at the beginning of the meeting to the transaction of any business because the 

meeting is not lawfully called or convened. Such director shall be conclusively presumed to have 

assented to any action taken at any such meeting unless his or her dissent shall be entered in the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 32 of 538
 - 16 - 

minutes of the meeting or unless his or her written dissent to such action shall be filed with the 

person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded 

by registered mail to the Secretary immediately after the adjournment of the meeting. Such right 

to dissent shall not apply to any member who voted in favor of such action. Participation by means 

of remote communication, including, without limitation, by means of conference telephone or 

other communications equipment by means of which all persons participating in the meeting can 

adequately communicate with each other, shall constitute attendance in person at the meeting. 

Section 3.11 Quorum and Adjournment. Subject to Section 3.6, a majority of the 

Whole Board (as defined below) shall constitute a quorum for the transaction of business at all 

meetings of the Board of Directors, except as otherwise provided by applicable law or by the 

Certificate of Incorporation or these bylaws. If a quorum is not present, the Chairman of the Board 

of Directors or a majority of the directors present at the meeting may adjourn the meeting without 

further notice to another date, time and place (if any) and/or means of remote communications (if 

any). When a quorum is once present to commence a meeting of the Board of Directors, it is not 

broken by the subsequent withdrawal of any directors. At any adjourned meeting at which a 

quorum is present, any business may be transacted which might have been transacted at the 

meeting as originally called. As used in these bylaws, the term “Whole Board” shall mean the 

total number of authorized directors whether or not there exists any vacancies in previously 

authorized directorships. 

Section 3.12 Vote Required. Subject to the Certificate of Incorporation, the 

Stockholders Agreement, these bylaws, the DGCL and the rights, if any, of those directors who 

may be elected by the holders of any class or series of preferred stock of the Corporation as set 

forth in the instrument of designation of such preferred stock, the act by affirmative vote of a 

majority of the directors present at a meeting of the Board of Directors at which there is a quorum 

shall be an act of the Board of Directors. 

Section 3.13 Minutes. The Secretary shall act as secretary of all meetings of the Board 

of Directors but in the absence of the secretary, the Chairman of the Board of Directors may 

appoint any other person present to act as secretary of the meeting. The secretary of the meeting 

shall keep the minutes thereof. Minutes of any regular or special meeting of the Board of Directors 

shall be prepared and distributed to each director. 

Section 3.14 Board Action by Written Consent Without a Meeting. Unless otherwise 

restricted by the Certificate of Incorporation, any action required or permitted to be taken at any 

meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if 

all members of the Board of Directors, or such committee, consent thereto in writing or by 

electronic transmission, and the writing(s) or electronic transmission(s) reasonably describe the 

action taken and are filed with the minutes of proceedings of the Board of Directors. 

Section 3.15 Committees. 

(a) The Board of Directors may by resolution create one or more committees 

(and thereafter, by resolution, dissolve any such committee). Each such committee shall consist 

of one or more of the directors of the Corporation who serve at the pleasure of the Board of 

Directors. Committee members may be removed, with or without cause, at any time by resolution 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 33 of 538
 - 17 - 

of the Board of Directors and may resign from a committee at any time upon written notice to the 

Corporation. The Board of Directors may designate one or more directors as alternate members 

of any committee to replace any absent or disqualified member at any meeting of the committee. 

In the absence or disqualification of a member of a committee, the member or members present at 

any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may 

unanimously appoint another member of the Board of Directors to act at the meeting in the place 

of any such absent or disqualified member. 

(b) Any such committee, to the extent provided in these bylaws or in a 

resolution of the Board of Directors establishing such committee, shall have and may exercise all 

the powers and authority of the Board of Directors in the management of the business and affairs 

of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which 

may require it, to the extent permitted under applicable law. Any duly authorized action and 

otherwise proper action of a committee of the Board of Directors shall be deemed an action of the 

Board of Directors for purposes of these bylaws unless the context of these bylaws shall expressly 

state otherwise. 

(c) Each committee of the Board of Directors shall keep minutes of its meetings 

and shall report its proceedings to the Board of Directors when requested or required by the Board 

of Directors. 

(d) Meetings and actions of committees of the Board of Directors shall be 

governed by, and held and taken in accordance with, the provisions of Section 3.8, Section 3.9, 

Section 3.10, Section 3.11, Section 3.12 and Section 3.14 of these bylaws, with such changes in 

the context of those bylaws as are necessary to substitute the committee and its members for the 

Board of Directors and its directors and, if there shall be a chairman of the committee, the 

Chairman of the Board of Directors for the chairman of the committee; provided, however, that: 

(i) the time of regular meetings of committees may be determined either by resolution of the Board 

of Directors or by resolution of the committee; (ii) special meetings of committees may also be 

called by resolution of the Board of Directors; and (iii) notice of special meetings of committees 

shall also be given to all alternate members, who shall have the right to attend all meetings of the 

committee. The Board of Directors may adopt other rules for the government of any committee 

not inconsistent with the provisions of these bylaws. Each committee of the Board of Directors 

may fix its own other rules of procedure not inconsistent with the provisions of these bylaws or 

the rules of such committee adopted by the Board of Directors and shall hold its meetings as 

provided by such rules, except as may otherwise be provided by a resolution of the Board of 

Directors designating such committee or as provided in these bylaws. 

Section 3.16 Compensation. The Board of Directors, irrespective of any personal 

interest of any of its members, may establish reasonable compensation of all directors for services 

to the Corporation as directors, officers, or otherwise, or may delegate such authority to an 

appropriate committee. Such compensation may be comprised of cash, property, stock, options to 

acquire stock, or such other assets, benefits or consideration as such directors shall deem, in the 

exercise of their sole discretion, to be reasonable and appropriate under the circumstances. The 

Board of Directors also shall have authority to provide for or delegate an authority to an appropriate 

committee to provide for reasonable pensions, disability or death benefits, and other benefits or 

payments, to directors, officers, and employees and to their families, dependents, estates, or 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 34 of 538
 - 18 - 

beneficiaries on account of prior services rendered to the Corporation by such directors, officers, 

and employees. 

Section 3.17 Corporate Governance. Without otherwise limiting the powers of the 

Board of Directors set forth in this Article III, if shares of capital stock of the Corporation are listed 

for trading on either the Nasdaq Stock Market (“NASDAQ”) or the New York Stock Exchange 

(“NYSE”), the Corporation shall comply with the corporate governance rules and requirements of 

the NASDAQ or the NYSE, as applicable.

OFFICERS 

Section 4.1 Officers. The officers of the Corporation shall be [a Chief Executive 

Officer, a Chief Financial Officer, one or more Presidents (at the discretion of the Board of 

Directors), a Treasurer, and a Secretary]. The Corporation may also have, at the discretion of the 

Board of Directors, one or more Vice Presidents, one or more Assistant Treasurers, one or more 

Assistant Secretaries, a Controller, and any such other officers as may be appointed from time to 

time in accordance with the provisions of these bylaws. In addition, the Chairman of the Board of 

Directors shall exercise powers and perform such other duties as an officer of the Corporation as 

may be prescribed by the Board of Directors. Any number of offices may be held by the same 

person. In its discretion, the Board of Directors may choose not to fill any office for any period as 

it may deem advisable, except as required by applicable law. The officers of the Corporation need 

not be stockholders of the Corporation nor, other than the Chairman of the Board of Directors, 

directors of the Corporation. 

Section 4.2 Election of Officers. The Board of Directors shall elect the officers of the 

Corporation, except such officers as may be elected in accordance with the provisions of Section 

4.3 of these bylaws, and subject to the rights, if any, of an officer under any employment contract. 

Each officer shall hold office until his or her successor is elected and qualified or until his or her 

earlier death, resignation or removal. A failure to elect officers shall not dissolve or otherwise 

affect the Corporation. Vacancies may be filled or new offices created and filled by the Board of 

Directors. 

Section 4.3 Appointment of Subordinate Officers. The Board of Directors may 

appoint, or empower the Chief Executive Officer and/or one or more Presidents of the Corporation 

to appoint, such other officers and agents as the business of the Corporation may require. Each of 

such officers and agents shall hold office for such period, have such authority, and perform such 

duties as are provided in these bylaws or as the Board of Directors may from time to time 

determine. 

Section 4.4 Removal and Resignation. 

(a) Notwithstanding the provisions of any employment agreement, any officer 

of the Corporation may be removed at any time (i) by the majority vote of the Whole Board, with 

or without cause, and (ii) by any other officer of the Corporation upon whom the Board of Directors 

has expressly conferred the authority to remove another officer, in such case on the terms and 

subject to the conditions upon which such authority was conferred upon such officer. No elected 

officer shall have any contractual rights against the Corporation for compensation by virtue of such 

election beyond the date of the election of his successor, his death, his resignation or his removal 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 35 of 538
 - 19 - 

from office, whichever event shall first occur, except as otherwise provided in an employment 

contract or under an employee deferred compensation plan or as otherwise required by applicable 

law. 

(b) Any officer may resign at any time by giving written or electronic notice to 

the Corporation. Any resignation shall take effect at the time specified therein or, if the time when 

it shall become effective is not specified therein, immediately upon receipt. Unless otherwise 

specified therein, the acceptance of any such resignation shall not be necessary to make it effective. 

Section 4.5 Vacancies. Any vacancy occurring in any office because of death, 

resignation, retirement, disqualification, removal from office or otherwise may be filled as 

provided in Section 4.2 and/or Section 4.3 of these bylaws. 

Section 4.6 Chief Executive Officer. Subject to the powers of the Board of Directors, 

the Chief Executive Officer shall be responsible for the general management of the business, 

affairs and property of the Corporation and control over its officers, agents and employees, and 

shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief 

Executive Officer shall have such other powers and perform such other duties as may be prescribed 

by the Board of Directors or these bylaws. 

Section 4.7 Chief Financial Officer. Subject to the powers of the Board of Directors, 

the Chief Financial Officer shall have the responsibility for the financial affairs of the Corporation 

and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and 

the Controller, if any, of the Corporation. If there is no Controller, the Chief Financial Officer shall 

keep full and accurate account of receipts and disbursements in the books of the Corporation and 

render to the Board of Directors, the Chairman of the Board, or the President, whenever requested, 

an account of all his transactions as Chief Financial Officer and of the financial condition of the 

Corporation. The Chief Financial Officer shall have such other powers and perform such other 

duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or 

these bylaws. 

Section 4.8 President. The President(s) of the Corporation, subject to the powers of 

the Board of Directors and the Chief Executive Officer, shall act in general executive capacity, 

subject to the supervision and control of the Board of Directors. The President(s) shall have such 

other powers and perform such other duties as may be prescribed by the Board of Directors, the 

Chairman of the Board of Directors, the Chief Executive Officer or these bylaws. 

Section 4.9 Vice President. The Vice President(s) shall have such powers and perform 

such duties as may be prescribed by the Board of Directors, the Chairman of the Board of 

Directors, the Chief Executive Officer, the President(s) or these bylaws. 

Section 4.10 Treasurer. The Treasurer shall: (i) have the custody of the corporate funds 

and securities; (ii) keep full and accurate accounts of receipts and disbursements of the Corporation 

in books belonging to the Corporation; (iii) cause all monies and other valuable effects of the 

Corporation to be deposited in the name and to the credit of the Corporation in such banks as may 

be authorized by the Board of Directors; and (iv) cause the funds of the Corporation to be disbursed 

when such disbursements have been duly authorized, taking proper vouchers for such 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 36 of 538
 - 20 - 

disbursements. The Treasurer shall have such other powers and perform such other duties as may 

be prescribed by the Board of Directors, the Chairman of the Board of Directors, the Chief 

Executive Officer, the Chief Financial Officer or these bylaws. 

Section 4.11 Secretary. The Secretary shall attend all meetings of the Board of Directors 

and of the stockholders and record all votes and the minutes of all proceedings in a book to be kept 

for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the 

stockholders and special meetings of the Board of Directors and, when appropriate, shall cause the 

corporate seal to be affixed to any instruments executed on behalf of the Corporation. The 

Secretary shall also perform all duties incident to the office of Secretary and such other duties as 

may be prescribed by the Board of Directors, the Chairman of the Board of Directors, the Chief 

Executive Officer, the President(s) or these bylaws. 

Section 4.12 Assistant Treasurers. The Assistant Treasurer, or if there shall be more 

than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the 

absence or disability of the Treasurer, perform the duties and functions, exercise the powers and 

be subject to all of the restrictions of the Treasurer. The Assistant Treasurer(s) shall have such 

other powers and perform such other duties as may be prescribed by the Board of Directors, the 

Chairman of the Board of Directors, the Chief Financial Officer, the Treasurer or these bylaws. 

Section 4.13 Assistant Secretaries. The Assistant Secretary, or if there shall be more 

than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the 

absence or disability of the Secretary, perform the duties and functions, exercise the powers and 

be subject to all of the restrictions of the Secretary. The Assistant Secretary(ies) shall have such 

other powers and perform such other duties as may be prescribed by the Board of Directors, the 

Chairman of the Board of Directors, the Chief Executive Officer, the Secretary or these bylaws. 

Section 4.14 Controller. The Controller, if any, shall keep full and accurate account of 

receipts and disbursements in the books of the Corporation and render to the Board of Directors, 

the Chairman of the Board, the President or Chief Financial Officer, whenever requested, an 

account of all his transactions as Controller and of the financial condition of the Corporation. The 

Controller shall also perform all duties incident to the office of Controller and such other duties as 

may be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Financial 

Officer or these bylaws. 

Section 4.15 Delegation of Duties. In the absence, disability or refusal of any officer of 

the Corporation to exercise and perform his or her duties, the Board of Directors may by resolution 

delegate the powers and duties of such officer to any other officer or to any director, or to any 

other person whom it may select. 

ARTICLE V

STOCK 

Section 5.1 Stock Certificates. The shares of capital stock of the Corporation shall be 

represented by certificates; provided, however, that the Board of Directors may provide by 

resolution that shares of some or all of any or all classes or series of stock of the Corporation shall 

be uncertificated and shall not be represented by certificates. Any such resolution by the Board of 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 37 of 538
 - 21 - 

Directors shall not apply to shares represented by a certificate until such certificate is surrendered 

to the Corporation. Certificates representing shares of capital stock of the Corporation shall be 

issued in such form as may be approved by the Board of Directors and shall be signed by two 

authorized officers of the Corporation. The name of the person or entity to whom the shares are 

issued, with the number of shares and date of issue, shall be entered on the books of the 

Corporation. 

Section 5.2 Electronic Signatures. Any and all of the signatures on a certificate 

representing shares of capital stock of the Corporation may be electronic. In case any officer, 

transfer agent or registrar who has signed or whose electronic signature has been placed upon a 

certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is 

issued, it may be issued by the Corporation with the same effect as if such person were such officer, 

transfer agent or registrar at the date of issue. 

Section 5.3 Special Designations of Shares. If the Corporation is authorized to issue 

more than one class of stock or more than one series of any class, (a) to the extent the shares are 

represented by certificates, the powers, designations, preferences, and relative, participating, 

optional or other special rights of each class of stock or series thereof and the qualifications, 

limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized 

on the face or back of the certificate that the Corporation shall issue to represent such class or 

series of stock; provided, however, that, except as otherwise required by applicable law (including, 

without limitation, Section 202 of the DGCL), in lieu of the foregoing requirements, there may be 

set forth on the face or back of the certificate that the Corporation shall issue to represent such 

class or series of stock a statement that the Corporation will furnish without charge to each 

stockholder who so requests the powers, designations, preferences, and relative, participating, 

optional or other special rights of each class of stock or series thereof and the qualifications, 

limitations or restrictions of such preferences and/or rights; and (b) to the extent the shares are 

uncertificated, within a reasonable time after the issuance or transfer of uncertificated shares, the 

Corporation shall send or cause to be sent to the registered owner thereof a written notice 

containing the information required to be set forth or stated on certificates pursuant to applicable 

provisions in the DGCL or a statement that the Corporation will furnish without charge to each 

stockholder who so requests the powers, designations, preferences, and relative, participating, 

optional or other special rights of each class of stock or series thereof and the qualifications, 

limitations or restrictions of such preferences and/or rights. 

Section 5.4 Transfers of Stock. 

(a) Shares of capital stock of the Corporation shall only be transferred on the 

books of the Corporation by the holder of record thereof or by such holder’s attorney or legal 

representative duly authorized in writing and, if the shares are represented by certificates, upon 

surrender to the Corporation of the certificate or certificates for such shares endorsed by the 

appropriate person or persons, with such evidence of the authenticity of such endorsement, 

transfer, authorization and other matters as the Corporation may reasonably require, and 

accompanied by all necessary stock transfer stamps. For shares of the Corporation’s capital stock 

represented by certificates, it shall be the duty of the Corporation to issue a new certificate to the 

person or entity entitled thereto, cancel the old certificate or certificates and record the transaction 

on its books. No transfer of stock shall be valid as against the Corporation for any purpose until it 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 38 of 538
 - 22 - 

shall have been entered in the stock records of the Corporation by an entry showing from and to 

whom transferred. 

(b) The Board of Directors shall have the power and authority to make such 

other rules and regulations as it may deem necessary or proper concerning the issue, transfer and 

registration of certificates for shares of capital stock of the Corporation. 

(c) The Board of Directors shall have the authority to appoint one or more 

banks or trust companies organized under the laws of the United States or any state thereof to act 

as its transfer agent or agents or registrar or registrars, or both, in connection with the transfer or 

registration of any class or series of securities of the Corporation, and may require stock certificates 

to be countersigned or registered by one or more of such transfer agents and/or registrars. 

(d) The Corporation shall have the authority to enter into and perform any 

agreement with any number of stockholders of the Corporation of any one or more classes or series 

of capital stock of the Corporation to restrict the transfer of shares of capital stock of the 

Corporation of any one or more classes or series owned by such stockholders in any manner 

permitted by the DGCL. 

Section 5.5 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct 

a new certificate or certificates representing one or more shares of capital stock of the Corporation 

or uncertificated shares to be issued in place of any certificate or certificates previously issued by 

the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of 

that fact by the person or entity claiming the certificate of stock to be lost, stolen or destroyed or 

may otherwise require production of such evidence of such loss, theft or destruction as the Board 

of Directors may in its discretion require. Without limiting the generality of the foregoing, when 

authorizing such issue of a new certificate or certificates or such uncertificated shares, the Board 

of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the 

owner of such lost, stolen or destroyed certificate or certificates, or such owner’s duly authorized 

attorney or legal representative, to give the Corporation a bond sufficient to indemnify the 

Corporation against any claim that may be made against the Corporation on account of the loss, 

theft or destruction of any such certificate or the issuance of such new certificate. 

Section 5.6 Dividend Record Date. In order that the Corporation may determine the 

stockholders of the Corporation entitled to receive payment of any dividend or other distribution 

or allotment of any rights, or the stockholders entitled to exercise any rights of change, conversion 

or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may 

fix a record date, which record date shall be determined in the manner set forth in Section 2.13 of 

these bylaws. 

Section 5.7 Registered Stockholders. The Corporation shall be entitled to recognize 

the exclusive right of a person or entity registered on its books as the owner of shares of capital 

stock of the Corporation to receive dividends, to vote, to receive notifications and otherwise to 

exercise all the rights and powers of an owner of such shares, and shall not be bound to recognize 

any equitable or other claim to or interest in such share or shares on the part of any other person 

or entity, whether or not it shall have express or other notice thereof, except as otherwise required 

by applicable law. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 39 of 538
 - 23 - 

ARTICLE VI

INDEMNIFICATION 

The Corporation shall indemnify any Indemnitee (as defined in the Certificate of 

Incorporation) as set forth in the Certificate of Incorporation. 

ARTICLE VII

GENERAL PROVISIONS 

Section 7.1 Reliance on Books and Records. Each director of the Corporation, each 

member of any committee of the Board of Directors and each officer of the Corporation shall, in 

the performance of his or her duties, be fully protected in relying in good faith upon the books of 

account or other records of the Corporation and upon such information, opinions, reports or 

documents presented to the Corporation by any of its officers or employees, or committees of the 

Board of Directors so designated, or by any other person or entity as to matters which such director 

or committee member reasonably believes are within such other person’s or entity’s professional 

or expert competence and who has been selected with reasonable care by or on behalf of the 

Corporation. 

Section 7.2 Dividends. Dividends upon the capital stock of the Corporation, subject to 

the requirements of the DGCL and the provisions of the Certificate of Incorporation, may be 

declared by the Board of Directors from time to time at any regular or special meeting of the Board 

of Directors and may be paid in cash, in property or in shares of the capital stock, or in any 

combination thereof. Before payment of any dividend, there may be set aside out of any funds of 

the Corporation available for dividends such sum or sums as the Board of Directors from time to 

time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for 

purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, 

scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing 

dividends, or for repairing or maintaining any property of the Corporation, or for any other proper 

purpose. The Board of Directors may modify or abolish any such reserve in the manner in which 

it was created. 

Section 7.3 Corporate Funds; Checks, Drafts or Orders; Deposits. The funds of the 

Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board 

of Directors. All checks, drafts or other orders for the payment of money by or to the Corporation 

and all notes and other evidences of indebtedness issued in the name of the Corporation shall be 

signed by such officer, officers, agent or agents of the Corporation, and in such manner, as shall 

be determined by resolution of the Board of Directors from time to time. All funds of the 

Corporation shall be deposited to the credit of the Corporation under such conditions and in such 

banks, trust companies or other depositories as the Board of Directors may designate or as may be 

designated by an officer or officers or agent or agents of the Corporation to whom such power 

may, from time to time, be determined by the Board of Directors. 

Section 7.4 Execution of Contracts and Other Instruments. The Board of Directors, 

except as otherwise required by applicable law, may authorize from time to time any officer or 

agent of the Corporation to enter into any contract or to execute and deliver any other instrument 

in the name of and on behalf of the Corporation. Such authority may be general or confined to 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 40 of 538
 - 24 - 

specific instances. No officer, agent or employee shall have any power or authority to bind the 

Corporation by any contract or engagement or to pledge its credit or to render it liable for damages, 

whether monetary or otherwise, for any purpose or for any amount except as specifically 

authorized in these bylaws or by the Board of Directors or an officer or committee with the power 

to grant such authority. 

Section 7.5 Signatures. In addition to the provisions for use of facsimile signatures 

elsewhere specifically authorized in these bylaws, facsimile or electronic signatures of any director 

or officer of the Corporation may be used whenever the signature of a director or officer of the 

Corporation shall be required, except as otherwise required by applicable law or as directed by the 

Board of Directors from time to time. 

Section 7.6 Fiscal Year. The fiscal year of the Corporation shall be fixed, and once 

fixed, may thereafter be changed from time to time, by the Board of Directors. 

Section 7.7 Corporate Seal. The Board of Directors may provide a corporate seal 

which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, 

the year of its incorporation and the words “Corporate Seal, Delaware”. The seal may be used by 

causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

Section 7.8 Voting Securities Owned By the Corporation. Powers of attorney, 

proxies, waivers of notice of meeting, consents, and other instruments relating to securities owned 

by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief 

Executive Officer, the President, Treasurer or Secretary, any Vice President, Assistant Treasurer 

or Assistant Secretary, or any other officer of the Corporation authorized to do so by the Board of 

Directors. Any such officer may, in the name of and on behalf of the Corporation, take all such 

action as any such officer may deem advisable to vote in person or by proxy at any meeting of 

security holders of any corporation or other entity in which the Corporation may own securities, 

and at any such meeting shall possess and may exercise any and all rights and power incident to 

the ownership of such securities and which, as the owner thereof, the Corporation might have 

possessed and exercised if present. 

Section 7.9 Section Headings. Section headings in these bylaws are for convenience 

of reference only and shall not be given any substantive effect in limiting or otherwise construing 

any provision herein. 

Section 7.10 Inconsistent Provisions. In the event that any provision of these bylaws is 

or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL, or any 

other applicable law, the provision of these bylaws shall not be given any effect to the extent of 

such inconsistency but shall otherwise be given full force and effect. 

ARTICLE VIII

AMENDMENTS 

Section 8.1 Amendments. Subject to the power of the stockholders of the Corporation 

to adopt, amend or repeal any of these bylaws, these bylaws may be amended, modified or 

repealed, and new bylaws may be adopted at any time by the affirmative vote of a majority of the 

Whole Board. Notwithstanding any other provision of these bylaws or any provision of law which 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 41 of 538
 - 25 - 

might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the 

holders of any series of preferred stock of the Corporation required by applicable law, by the 

Certificate of Incorporation or by any instrument designating any class or series of preferred stock 

of the Corporation, the affirmative vote of the holders of a majority of the total voting power of 

the shares of the Corporation entitled to vote generally in the election of directors, voting together 

as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, 

or adopt any provision inconsistent with, the provisions of these bylaws. 

* * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 42 of 538
EXHIBIT A-3

Amended and Restated Certificate of Incorporation of New Giraffe Parent Co., Inc.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 43 of 538
 K&E LLP Draft 8/17/2017 

 

KE 48551662.3 

CERTIFICATE OF 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

BEFORE PAYMENT OF CAPITAL 

OF 

GIRAFFE NEW PARENT CO., INC. 

*********** 

Adopted in accordance with the provisions of Section 241 and Section 245 of 

the General Corporation Law of the State of Delaware 

*********** 

The undersigned, sole incorporator of Giraffe New Parent Co., Inc., a corporation 

organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the 

“Corporation”), does hereby certify as follows: 

FIRST: The Corporation filed its original Certificate of Incorporation with the Delaware 

Secretary of State on August 14, 2017, under the name Giraffe New Parent Co., Inc. 

SECOND: The sole incorporator of the Corporation adopted the resolution set forth below 

proposing the amendment and restatement to the Certificate of Incorporation (the “Restatement”): 

“RESOLVED, that the Certificate of Incorporation of the Corporation be, and 

hereby is, amended and restated, in its entirety, in accordance with the provisions of 

Sections 241 and 245 of the General Corporation Law of the State of Delaware, as set 

forth on Exhibit A attached hereto and made a part hereof.” 

THIRD: The Certificate of Incorporation of the Corporation shall be amended and restated 

to read in its entirety as set forth in Exhibit A attached hereto. 

FOURTH: That the Corporation has not received payment for any of its stock.

FIFTH: The Restatement was duly adopted in accordance with Sections 241 and 245 of 

the General Corporation Law of the State of Delaware by the sole incorporator of the Corporation. 

* * * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 44 of 538
IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of 

perjury that this Certificate of Amended and Restated Certificate of Incorporation Before the Payment of 

Capital is the act and deed of the Corporation and the facts stated herein are true, and accordingly has 

hereunto set his hand this 17th day of August, 2017. 

GIRAFFE NEW PARENT CO., INC. 

By:/s/ Sandra Ruiz 

Name: Sandra Ruiz 

Its: Sole Incorporator

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 45 of 538
Exhibit A 

 

AMENDED AND RESTATED 

CERTIFICATE OF INCORPORATION 

OF 

GIRAFFE NEW PARENT CO., INC. 

ARTICLE ONE 

The name of the corporation is Giraffe New Parent Co., Inc. (hereinafter called 

the "Corporation"). 

ARTICLE TWO

The address of the Corporation's registered office in the State of Delaware is 1209 

Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its 

registered agent at such address is The Corporation Trust Company. 

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage 

in any lawful act or activity for which corporations may be organized under the General 

Corporation Law of the State of Delaware (the "Act"). 

ARTICLE FOUR 

The total number of shares of stock which the Corporation has authority to issue 

is one hundred (100) shares of Common Stock, with a par value of $0.01 per share. 

ARTICLE FIVE 

The Corporation is to have perpetual existence. 

ARTICLE SIX 

In furtherance and not in limitation of the powers conferred by statute, the board 

of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the 

Corporation. 

ARTICLE SEVEN 

Meetings of stockholders may be held within or without the State of Delaware, as 

the by-laws of the Corporation may provide. The books of the Corporation may be kept outside 

the State of Delaware at such place or places as may be designated from time to time by the 

board of directors or in the by-laws of the Corporation. Election of directors need not be by 

written ballot unless the by-laws of the Corporation so provide. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 46 of 538
 

ARTICLE EIGHT 

To the fullest extent permitted by the General Corporation Law of the State of 

Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not 

be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary 

duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely 

affect any right or protection of a director of the Corporation existing at the time of such repeal 

or modification. 

ARTICLE NINE 

The Corporation expressly elects not to be governed by Section 203 of the 

General Corporation Law of the State of Delaware. 

ARTICLE TEN 

The Corporation reserves the right to amend, alter, change or repeal any provision 

contained in this certificate of incorporation in the manner now or hereafter prescribed herein 

and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are 

granted subject to this reservation. 

ARTICLE ELEVEN

To the maximum extent permitted from time to time under the law of the State of 

Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in 

being offered an opportunity to participate in, business opportunities that are from time to time 

presented to its officers, directors or stockholders, other than those officers, directors or 

stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE 

ELEVEN shall apply to or have any effect on the liability or alleged liability of any officer, 

director or stockholder of the Corporation for or with respect to any opportunities of which such 

officer, director, or stockholder becomes aware prior to such amendment or repeal. 

ARTICLE TWELVE 

Unless the Corporation consents in writing to the selection of an alternative 

forum, to the fullest extent permitted by applicable law, the sole and exclusive forum for (i) any 

derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a 

claim of breach of a fiduciary duty owed by any director, officer or other employee of the 

Corporation to the Corporation or Corporation’s stockholders, (iii) any action asserting a claim 

arising pursuant to any provision of the Act, or (iv) any action asserting a claim governed by the 

internal affairs doctrine shall be the Court of Chancery of the State of Delaware, (or, if the Court 

of Chancery lacks subject matter jurisdiction, another state or federal court located within the 

state of Delaware). Any person or entity purchasing or otherwise acquiring or holding any 

interest in shares of capital stock of the Corporation shall be deemed to have notice of and 

consented to the provisions of this ARTICLE TWELVE. 

* * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 47 of 538
EXHIBIT A-4

Bylaws of New Giraffe Parent Co., Inc.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 48 of 538
 K&E LLP Draft 8/17/2017 

 

K&E 48426576.2 

BYLAWS 

OF 

GIRAFFE NEW PARENT CO., INC.

A Delaware corporation 

(Adopted as of [___], 2017) 

ARTICLE I 

OFFICES 

Section 1. Registered Office. The registered office of the corporation in the State of 

Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New 

Castle, Delaware 19801. The name of the corporation’s registered agent at such address shall be The 

Corporation Trust Company. The registered office and/or registered agent of the corporation may be 

changed from time to time by action of the board of directors. 

Section 2. Other Offices. The corporation may also have offices at such other places, both 

within and without the State of Delaware, as the board of directors may from time to time determine or 

the business of the corporation may require. 

ARTICLE II 

MEETINGS OF STOCKHOLDERS 

Section 1. Annual Meetings. An annual meeting of the stockholders shall be held each year 

within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the 

corporation for the purpose of electing directors and conducting such other proper business as may come 

before the meeting. The date, time and place, if any, and/or the means of remote communication, of the 

annual meeting shall be determined by the president of the corporation; provided, however, that if the 

president does not act, the board of directors shall determine the date, time and place, if any, and/or the 

means of remote communication, of such meeting. No annual meeting of stockholders need be held if not 

required by the corporation’s certificate of incorporation or by the General Corporation Law of the State 

of Delaware. 

Section 2. Special Meetings. Special meetings of stockholders may be called for any 

purpose (including, without limitation, the filling of board vacancies and newly created directorships) and 

may be held at such time and place, within or without the State of Delaware, and/or by means of remote 

communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. 

Such meetings may be called at any time by the board of directors or the president and shall be called by 

the president upon the written request of holders of shares entitled to cast not less than a majority of the 

votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be 

delivered to the president. 

Section 3. Place of Meetings. The board of directors may designate any place, either within 

or without the State of Delaware, and/or by means of remote communication, as the place of meeting for 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 49 of 538
- 2 - 

any annual meeting or for any special meeting called by the board of directors. If no designation is made, 

or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of 

the corporation. 

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a 

meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of 

remote communications, if any, by which stockholders and proxy holders may be deemed to be present in 

person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such 

meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 

60 days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or 

by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at 

the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be 

deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the 

stockholder at his, her or its address as the same appears on the records of the corporation. If given by 

electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile 

telecommunication, when directed to a number at which the stockholder has consented to receive notice; 

(b) if by electronic mail, when directed to an electronic mail address at which the stockholder has 

consented to receive notice; (c) if by a posting on an electronic network together with separate notice to 

the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such 

separate notice; and (3) if by any other form of electronic transmission, when directed to the stockholder. 

Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such 

consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two 

consecutive notices given by the corporation in accordance with such consent and (2) such inability 

becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. 

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the 

person attends for the express purpose of objecting at the beginning of the meeting to the transaction of 

any business because the meeting is not lawfully called or convened. 

Section 5. Stockholders List. The officer who has charge of the stock ledger of the 

corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the 

stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each 

stockholder and the number of shares registered in the name of each stockholder. Such list shall be open 

to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 

10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the 

information required to gain access to such list is provided with the notice of the meeting, and/or 

(ii) during ordinary business hours, at the principal place of business of the corporation. In the event that 

the corporation determines to make the list available on an electronic network, the corporation may take 

reasonable steps to ensure that such information is available only to stockholders of the corporation. If the 

meeting is to be held at a place, then the list shall be produced and kept at the time and place of the 

meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the 

meeting is to be held solely by means of remote communication, then the list shall also be open to the 

examination of any stockholder during the whole time of the meeting on a reasonably accessible 

electronic network, and the information required to access such list shall be provided with the notice of 

the meeting. 

Section 6. Quorum. The holders of a majority of the issued and outstanding shares of capital 

stock entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all 

meetings of the stockholders, except as otherwise provided by statute or by the corporation’s certificate of 

incorporation. If a quorum is not present, the holders of a majority of the shares present in person or 

represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to 

another time and/or place. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 50 of 538
- 3 - 

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, 

notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of 

remote communications, if any, by which stockholders and proxy holders may be deemed to be present in 

person and vote at such adjourned meeting are announced at the meeting at which the adjournment is 

taken. At the adjourned meeting, the corporation may transact any business which might have been 

transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment 

a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to 

each stockholder of record entitled to vote at the meeting. 

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of 

shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter 

shall be the act of the stockholders, unless the question is one upon which by express provisions of an 

applicable law or of the corporation’s certificate of incorporation a different vote is required, in which 

case such express provision shall govern and control the decision of such question. 

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of 

the State of Delaware or by the corporation’s certificate of incorporation or any amendments thereto and 

subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be 

entitled to one vote in person or by proxy for each share of common stock held by such stockholder. 

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to 

express consent or dissent to corporate action in writing without a meeting may authorize another person 

or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three 

years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be 

irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest 

sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether 

the interest with which it is coupled is an interest in the stock itself or an interest in the corporation 

generally. Any proxy is suspended when the person executing the proxy is present at a meeting of 

stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the 

interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other 

rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each 

meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting 

shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares 

may be represented or voted under a proxy that has been found to be invalid or irregular. 

Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s 

certificate of incorporation, any action required to be taken at any annual or special meeting of 

stockholders of the corporation, or any action which may be taken at any annual or special meeting of 

such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent 

or consents in writing, setting forth the action so taken and bearing the dates of signature of the 

stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock 

having not less than the minimum number of votes that would be necessary to authorize or take such 

action at a meeting at which all shares entitled to vote thereon were present and voted and shall be 

delivered to the corporation by delivery to its registered office in the state of Delaware, or the 

corporation’s principal place of business, or an officer or agent of the corporation having custody of the 

book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the 

corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested 

or by reputable overnight courier service; provided, however, that no consent or consents delivered by 

certified or registered mail shall be deemed delivered until such consent or consents are actually received 

at the registered office. All consents properly delivered in accordance with this section shall be deemed to 

be recorded when so delivered. No written consent shall be effective to take the corporate action referred 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 51 of 538
- 4 - 

to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required 

by this section, written consents signed by the holders of a sufficient number of shares to take such 

corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by 

less than unanimous written consent shall be given to those stockholders who have not consented in 

writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the 

same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other 

reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for 

any and all purposes for which the original writing could be used; provided that such copy, facsimile or 

other reproduction shall be a complete reproduction of the entire original writing. 

ARTICLE III 

DIRECTORS 

Section 1. General Powers. The business and affairs of the corporation shall be managed by 

or under the direction of the board of directors. 

Section 2. Number, Election and Term of Office. The number of directors which shall 

constitute the first board shall be [seven]. Thereafter, the number of directors shall be established from 

time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the 

shares present in person or represented by proxy at the meeting and entitled to vote in the election of 

directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except 

as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly 

elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. 

Section 3. Removal and Resignation. Any director or the entire board of directors may be 

removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote 

at an election of directors. Whenever the holders of any class or series are entitled to elect one or more 

directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section 

shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the 

holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a 

whole. Any director may resign at any time upon notice given in writing or by electronic transmission to 

the corporation. 

Section 4. Vacancies. Vacancies and newly created directorships resulting from any 

increase in the authorized number of directors may be filled by a majority of the directors then in office, 

though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until 

a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein 

provided. 

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors 

shall be held without notice (other than notice under these bylaws) immediately after, and at the same 

place, if any, as the annual meeting of stockholders. 

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of 

the board of directors may be held without notice at such time and at such place, if any, as shall from time 

to time be determined by resolution of the board of directors and promptly communicated to all directors 

then in office. Special meetings of the board of directors may be called by or at the request of the 

president or any director on at least 24 hours notice to each director, either personally, by telephone, by 

mail or by electronic transmission. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 52 of 538
- 5 - 

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of 

directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of 

directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a 

quorum shall not be present at any meeting of the board of directors, the directors present thereat may 

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a 

quorum shall be present. 

Section 8. Committees. The board of directors may, by resolution passed by a majority of 

the whole board, designate one or more committees, each committee to consist of one or more of the 

directors of the corporation, which to the extent provided in such resolution or these bylaws shall have 

and may exercise the powers of the board of directors in the management and affairs of the corporation 

except as otherwise limited by law. The board of directors may designate one or more directors as 

alternate members of any committee, who may replace any absent or disqualified member at any meeting 

of the committee. Such committee or committees shall have such name or names as may be determined 

from time to time by resolution adopted by the board of directors. Each committee shall keep regular 

minutes of its meetings and report the same to the board of directors when required. 

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules 

of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided 

by a resolution of the board of directors designating such committee. Unless otherwise provided in such a 

resolution, the presence of a majority of the members of the committee shall be necessary to constitute a 

quorum. In the event that a member and that member’s alternate, if alternates are designated by the board 

of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, 

the member or members thereof present at any meeting and not disqualified from voting, whether or not 

such member or members constitute a quorum, may unanimously appoint another member of the board of 

directors to act at the meeting in place of any such absent or disqualified member. 

Section 10. Communications Equipment. Members of the board of directors or any 

committee thereof may participate in and act at any meeting of such board or committee by means of 

conference telephone or other communications equipment by means of which all persons participating in 

the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute 

presence in person at the meeting. 

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of 

directors or any committee thereof who is present at a meeting shall be conclusively presumed to have 

waived notice of such meeting except when such member attends for the express purpose of objecting at 

the beginning of the meeting to the transaction of any business because the meeting is not lawfully called 

or convened. Such member shall be conclusively presumed to have assented to any action taken unless his 

or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such 

action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof 

or shall be forwarded by registered mail to the secretary of the corporation immediately after the 

adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of 

such action. 

Section 12. Action by Written Consent. Unless otherwise restricted by the corporation’s 

certificate of incorporation, any action required or permitted to be taken at any meeting of the board of 

directors, or of any committee thereof, may be taken without a meeting if all members of the board or 

committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or 

writings or electronic transmission or transmissions are filed with the minutes of proceedings of the 

board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and 

shall be in electronic form if the minutes are maintained in electronic form. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 53 of 538
- 6 - 

ARTICLE IV 

OFFICERS 

Section 1. Number. The officers of the corporation shall be elected by the board of directors 

and may consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other 

officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any 

number of offices may be held by the same person. In its discretion, the board of directors may choose not 

to fill any office for any period as it may deem advisable, except that the offices of president and secretary 

shall be filled as expeditiously as possible. 

Section 2. Election and Term of Office. The officers of the corporation shall be elected 

annually by the board of directors at its first meeting held after each annual meeting of stockholders or as 

soon thereafter as conveniently may be. The president shall be elected annually by the board of directors 

at the first meeting of the board of directors held after each annual meeting of stockholders or as soon 

thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he 

or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the 

board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his 

or her earlier death, resignation or removal as hereinafter provided. 

Section 3. Removal. Any officer or agent elected by the board of directors may be removed 

by the board of directors whenever in its judgment the best interests of the corporation would be served 

thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so 

removed. 

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, 

removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of 

the term by the board of directors then in office. 

Section 5. Compensation. Compensation of all officers shall be fixed by the board of 

directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also 

being a director of the corporation. 

Section 6. The President. The president shall be the chief executive officer of the 

corporation; shall preside at all meetings of the stockholders and board of directors at which he or she is 

present; subject to the powers of the board of directors, shall have general charge of the business, affairs 

and property of the corporation, and control over its officers, agents and employees; and shall see that all 

orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, 

mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or 

permitted by law to be otherwise signed and executed and except where the signing and execution thereof 

shall be expressly delegated by the board of directors to some other officer or agent of the corporation. 

The president shall have such other powers and perform such other duties as may be prescribed by the 

board of directors or as may be provided in these bylaws. 

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vicepresidents in the order determined by the board of directors or by the president, shall, in the absence or 

disability of the president, act with all of the powers and be subject to all the restrictions of the president. 

The vice-presidents shall also perform such other duties and have such other powers as the board of 

directors, the president or these bylaws may, from time to time, prescribe. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 54 of 538
- 7 - 

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings 

of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and 

record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the 

president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by 

these bylaws or by law; shall have such powers and perform such duties as the board of directors, the 

president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal 

of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal 

to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature 

of such assistant secretary. The board of directors may give general authority to any other officer to affix 

the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be 

more than one, the assistant secretaries in the order determined by the board of directors, shall, in the 

absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall 

perform such other duties and have such other powers as the board of directors, the president, or secretary 

may, from time to time, prescribe. 

Section 9. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of 

the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in 

books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to 

the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the 

corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers 

for such disbursements; and shall render to the president and the board of directors, at its regular meeting 

or when the board of directors so requires, an account of the corporation; shall have such powers and 

perform such duties as the board of directors, the president or these bylaws may, from time to time, 

prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall 

be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the 

board of directors for the faithful performance of the duties of the office of treasurer and for the 

restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all 

books, papers, vouchers, money, and other property of whatever kind in the possession or under the 

control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than 

one, the assistant treasurers in the order determined by the board of directors, shall in the absence or 

disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant 

treasurers shall perform such other duties and have such other powers as the board of directors, the 

president or treasurer may, from time to time, prescribe. 

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and 

agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority 

and perform such duties as may from time to time be prescribed by resolution of the board of directors. 

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any 

officer of the corporation and of any person hereby authorized to act in such officer’s place during such 

officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of 

such officer to any other officer or to any director, or to any other person whom it may select. 

ARTICLE V 

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS 

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to 

be made a party to or is involved in any action, suit or proceeding, whether brought by or in the right of 

the corporation or any of its subsidiaries and whether civil, criminal, administrative or investigative 

(hereinafter a “proceeding”), or any appeal of such proceeding, by reason of or arising out of the fact that 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 55 of 538
- 8 - 

such person, or any other person for whom such person is the legal representative, is or was a director or 

officer of the corporation or is or was serving at the request of the corporation as a director, officer, 

manager, general partner, employee, fiduciary, or agent of another corporation or of a partnership, limited 

liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the 

corporation unless prohibited from doing so by the General Corporation Law of the State of Delaware, as 

the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent 

that such amendment permits the corporation to provide broader indemnification rights than said law 

permitted the corporation to provide prior to such amendment) against all expense, liability and loss 

(including attorneys’ fees actually and reasonably incurred by such person in connection with such 

proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and 

administrators; provided that, except as provided in Section 2 of this Article V, the corporation shall 

indemnify any such person seeking indemnification in connection with a proceeding initiated by such 

person only if such proceeding was authorized by the board of directors of the corporation. The right to 

indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 

hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such 

proceeding in advance of its final disposition. The corporation may, by action of its board of directors, 

provide indemnification to employees and agents of the corporation with the same scope and effect as the 

foregoing indemnification of directors and officers. 

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of 

a director or officer of the corporation provided for under Section 1 of this Article V or advance of 

expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 

30 days, upon the written request of the director or officer. If a determination by the corporation that the 

director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation 

fails to respond within 60 days to a written request for indemnity, the corporation shall be deemed to have 

approved the request. If the corporation denies a written request for indemnification or advancing of 

expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, 

the right to indemnification or advances as granted by this Article V shall be enforceable by the director 

or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection 

with successfully establishing his or her right to indemnification, in whole or in part, in any such action 

shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action 

brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final 

disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant 

has not met the standards of conduct which make it permissible under the General Corporation Law of the 

State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of 

such defense shall be on the corporation. Neither the failure of the corporation (including its board of 

directors, independent legal counsel, or its stockholders) to have made a determination prior to the 

commencement of such action that indemnification of the claimant is proper in the circumstances because 

he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State 

of Delaware, nor an actual determination by the corporation (including its board of directors, independent 

legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall 

be a defense to the action or create a presumption that the claimant has not met the applicable standard of 

conduct. 

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses 

incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not 

be exclusive of any other right which any person may have or hereafter acquire under any statute, 

provision of the corporation’s certificate of incorporation, bylaw, agreement, vote of stockholders or 

disinterested directors or otherwise. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 56 of 538
- 9 - 

Section 4. Insurance. The corporation may purchase and maintain insurance on its own 

behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the 

corporation or was serving at the request of the corporation as a director, officer, employee or agent of 

another corporation, partnership, joint venture, trust or other enterprise against any liability asserted 

against him or her and incurred by him or her in any such capacity, whether or not the corporation would 

have the power to indemnify such person against such liability under this Article V. 

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this 

Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final 

disposition unless otherwise determined by the board of directors in the specific case upon receipt of an 

undertaking by or on behalf of the director or officer or other person to repay such amount if it shall 

ultimately be determined that such person is not entitled to be indemnified by the corporation. Such 

expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, 

as the board of directors deems appropriate. 

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions 

of this Article V and who are or were employees or agents of the corporation, or who are or were serving 

at the request of the corporation as employees or agents of another corporation, partnership, joint venture, 

trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at 

any time or from time to time by the board of directors. 

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a vested 

contract right between the corporation and each director and officer who serves in any such capacity at 

any time while this Article V and the relevant provisions of the General Corporation Law of the State of 

Delaware or other applicable law are in effect. Such contract right shall vest for each director and officer 

at the time such person is elected or appointed to such position, and no repeal or modification of this 

Article V or any such law shall affect any such vested rights or obligations of any current or former 

director or officer with respect to any state of facts or proceeding regardless of when occurring. 

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the 

corporation” shall include, in addition to the resulting corporation, any constituent corporation (including 

any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had 

continued, would have had power and authority to indemnify its directors, officers, and employees or 

agents, so that any person who is or was a director, officer, employee or agent of such constituent 

corporation, or is or was serving at the request of such constituent corporation as a director, officer, 

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand 

in the same position under this Article V with respect to the resulting or surviving corporation as he or she 

would have with respect to such constituent corporation if its separate existence had continued. 

ARTICLE VI 

CERTIFICATES OF STOCK 

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a 

certificate, signed by, or in the name of the corporation by the president or a vice-president and the 

secretary or an assistant secretary of the corporation, certifying the number of shares owned by such 

holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant 

transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or 

its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be 

facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures 

have been used on, any such certificate or certificates shall cease to be such officer or officers of the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 57 of 538
- 10 - 

corporation whether because of death, resignation or otherwise before such certificate or certificates have 

been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered 

as though the person or persons who signed such certificate or certificates or whose facsimile signature or 

signatures have been used thereon had not ceased to be such officer or officers of the corporation. All 

certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to 

whom the shares represented thereby are issued, with the number of shares and date of issue, shall be 

entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the 

books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in 

writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the 

appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, 

authorization, and other matters as the corporation may reasonably require, and accompanied by all 

necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new 

certificate to the person entitled thereto, cancel the old certificate or certificates, and record the 

transaction on its books. The board of directors may appoint a bank or trust company organized under the 

laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection 

with the transfer of any class or series of securities of the corporation. 

Section 2. Lost Certificates. The board of directors may direct a new certificate or 

certificates to be issued in place of any certificate or certificates previously issued by the corporation 

alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person 

claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new 

certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the 

issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or 

her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any 

claim that may be made against the corporation on account of the loss, theft or destruction of any such 

certificate or the issuance of such new certificate. 

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation 

may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any 

adjournment thereof, the board of directors may fix a record date, which record date shall not precede the 

date upon which the resolution fixing the record date is adopted by the board of directors, and which 

record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record 

date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or 

to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on 

which notice is given, or if notice is waived, at the close of business on the day next preceding the day on 

which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a 

meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board 

of directors may fix a new record date for the adjourned meeting. 

Section 4. Fixing a Record Date for Action by Written Consent. In order that the 

corporation may determine the stockholders entitled to consent to corporate action in writing without a 

meeting, the board of directors may fix a record date, which record date shall not precede the date upon 

which the resolution fixing the record date is adopted by the board of directors, and which date shall not 

be more than 10 days after the date upon which the resolution fixing the record date is adopted by the 

board of directors. If no record date has been fixed by the board of directors, the record date for 

determining stockholders entitled to consent to corporate action in writing without a meeting, when no 

prior action by the board of directors is required by statute, shall be the first date on which a signed 

written consent setting forth the action taken or proposed to be taken is delivered to the corporation by 

delivery to its registered office in the State of Delaware, its principal place of business, or an officer or 

agent of the corporation having custody of the book in which proceedings of meetings of stockholders are 

recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 58 of 538
- 11 - 

registered mail, return receipt requested. If no record date has been fixed by the board of directors and 

prior action by the board of directors is required by statute, the record date for determining stockholders 

entitled to consent to corporate action in writing without a meeting shall be at the close of business on the 

day on which the board of directors adopts the resolution taking such prior action. 

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may 

determine the stockholders entitled to receive payment of any dividend or other distribution or allotment 

or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or 

exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record 

date, which record date shall not precede the date upon which the resolution fixing the record date is 

adopted, and which record date shall be not more than 60 days prior to such action. If no record date is 

fixed, the record date for determining stockholders for any such purpose shall be at the close of business 

on the day on which the board of directors adopts the resolution relating thereto. 

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the 

certificate or certificates for a share or shares of stock with a request to record the transfer of such share or 

shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, 

to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation 

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the 

part of any other person, whether or not it shall have express or other notice thereof. 

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription 

agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such 

times, as shall be determined by the board of directors. Any call made by the board of directors for 

payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same 

series. In case of default in the payment of any installment or call when such payment is due, the 

corporation may proceed to collect the amount due in the same manner as any debt due the corporation. 

ARTICLE VII 

GENERAL PROVISIONS 

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the 

provisions of the corporation’s certificate of incorporation, if any, may be declared by the board of 

directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or 

in shares of the capital stock, subject to the provisions of the corporation’s certificate of incorporation. 

Before payment of any dividend, there may be set aside out of any funds of the corporation available for 

dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as 

a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining 

any property of the corporation, or any other purpose and the directors may modify or abolish any such 

reserve in the manner in which it was created. 

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of 

money by or to the corporation and all notes and other evidences of indebtedness issued in the name of 

the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such 

manner, as shall be determined by resolution of the board of directors or a duly authorized committee 

thereof. 

Section 3. Contracts. The board of directors may authorize any officer or officers, or any 

agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 59 of 538
- 12 - 

the name of and on behalf of the corporation, and such authority may be general or confined to specific 

instances. 

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or 

otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer 

or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the 

directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The 

loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in 

such manner as the board of directors shall approve, including, without limitation, a pledge of shares of 

stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the 

powers of guaranty or warranty of the corporation at common law or under any statute. 

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the 

board of directors. 

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall 

be in the form of a circle and shall have inscribed thereon the name of the corporation and the words 

“Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or 

affixed or reproduced or otherwise. 

Section 7. Voting Securities Owned By Corporation. Voting securities in any other 

corporation or other entity (such as a limited liability company, limited partnership or trust) held by the 

corporation shall be voted as directed by the board of directors, unless the board of directors specifically 

confers authority to vote with respect thereto, which authority may be general or confined to specific 

instances, upon some other person or officer. Any person authorized to vote securities shall have the 

power to appoint proxies, with general power of substitution. 

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by 

attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right 

during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list 

of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper 

purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every 

instance where an attorney or other agent shall be the person who seeks the right to inspection, the 

demand under oath shall be accompanied by a power of attorney or such other writing which authorizes 

the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed 

to the corporation at its registered office in the State of Delaware or at its principal place of business. 

Section 9. Section Headings. Section headings in these bylaws are for convenience of 

reference only and shall not be given any substantive effect in limiting or otherwise construing any 

provision herein. 

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or 

becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General 

Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall 

not be given any effect to the extent of such inconsistency but shall otherwise be given full force and 

effect. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 60 of 538
- 13 - 

ARTICLE VIII 

AMENDMENTS 

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of 

the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the 

bylaws has been conferred upon the board of directors shall not divest the stockholders of the same 

powers. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 61 of 538
EXHIBIT A-5

Amended and Restated Certificate of Incorporation of New Giraffe Opco, Inc.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 62 of 538
 K&E LLP Draft 8/17/2017 

 

KE 48551693.3 

CERTIFICATE OF 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

BEFORE PAYMENT OF CAPITAL 

OF 

GIRAFFE NEW OPCO, INC. 

*********** 

Adopted in accordance with the provisions of Section 241 and Section 245 of 

the General Corporation Law of the State of Delaware 

*********** 

The undersigned, sole incorporator of Giraffe New Opco, Inc., a corporation organized 

and existing under and by virtue of the General Corporation Law of the State of Delaware (the 

“Corporation”), does hereby certify as follows: 

FIRST: The Corporation filed its original Certificate of Incorporation with the Delaware 

Secretary of State on August 14, 2017, under the name Giraffe New Opco, Inc. 

SECOND: The sole incorporator of the Corporation adopted the resolution set forth below 

proposing the amendment and restatement to the Certificate of Incorporation (the “Restatement”): 

“RESOLVED, that the Certificate of Incorporation of the Corporation be, and 

hereby is, amended and restated, in its entirety, in accordance with the provisions of 

Sections 241 and 245 of the General Corporation Law of the State of Delaware, as set 

forth on Exhibit A attached hereto and made a part hereof.” 

THIRD: The Certificate of Incorporation of the Corporation shall be amended and restated 

to read in its entirety as set forth in Exhibit A attached hereto. 

FOURTH: That the Corporation has not received payment for any of its stock.

FIFTH: The Restatement was duly adopted in accordance with Sections 241 and 245 of 

the General Corporation Law of the State of Delaware by the sole incorporator of the Corporation. 

* * * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 63 of 538
IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of 

perjury that this Certificate of Amended and Restated Certificate of Incorporation Before the Payment of 

Capital is the act and deed of the Corporation and the facts stated herein are true, and accordingly has 

hereunto set his hand this 17th day of August, 2017. 

GIRAFFE NEW OPCO, INC. 

By:/s/ Sandra Ruiz 

Name: Sandra Ruiz 

Its: Sole Incorporator

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 64 of 538
Exhibit A 

 

AMENDED AND RESTATED 

CERTIFICATE OF INCORPORATION 

OF 

GIRAFFE NEW OPCO, INC. 

ARTICLE ONE 

The name of the corporation is Giraffe New Opco, Inc. (hereinafter called the 

"Corporation"). 

ARTICLE TWO

The address of the Corporation's registered office in the State of Delaware is 1209 

Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its 

registered agent at such address is The Corporation Trust Company. 

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage 

in any lawful act or activity for which corporations may be organized under the General 

Corporation Law of the State of Delaware (the "Act"). 

ARTICLE FOUR 

The total number of shares of stock which the Corporation has authority to issue 

is one hundred (100) shares of Common Stock, with a par value of $0.01 per share. 

ARTICLE FIVE 

The Corporation is to have perpetual existence. 

ARTICLE SIX 

In furtherance and not in limitation of the powers conferred by statute, the board 

of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the 

Corporation. 

ARTICLE SEVEN 

Meetings of stockholders may be held within or without the State of Delaware, as 

the by-laws of the Corporation may provide. The books of the Corporation may be kept outside 

the State of Delaware at such place or places as may be designated from time to time by the 

board of directors or in the by-laws of the Corporation. Election of directors need not be by 

written ballot unless the by-laws of the Corporation so provide. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 65 of 538
 

ARTICLE EIGHT 

To the fullest extent permitted by the General Corporation Law of the State of 

Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not 

be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary 

duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely 

affect any right or protection of a director of the Corporation existing at the time of such repeal 

or modification. 

ARTICLE NINE 

The Corporation expressly elects not to be governed by Section 203 of the 

General Corporation Law of the State of Delaware. 

ARTICLE TEN 

The Corporation reserves the right to amend, alter, change or repeal any provision 

contained in this certificate of incorporation in the manner now or hereafter prescribed herein 

and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are 

granted subject to this reservation. 

ARTICLE ELEVEN

To the maximum extent permitted from time to time under the law of the State of 

Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in 

being offered an opportunity to participate in, business opportunities that are from time to time 

presented to its officers, directors or stockholders, other than those officers, directors or 

stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE 

ELEVEN shall apply to or have any effect on the liability or alleged liability of any officer, 

director or stockholder of the Corporation for or with respect to any opportunities of which such 

officer, director, or stockholder becomes aware prior to such amendment or repeal. 

ARTICLE TWELVE 

Unless the Corporation consents in writing to the selection of an alternative 

forum, to the fullest extent permitted by applicable law, the sole and exclusive forum for (i) any 

derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a 

claim of breach of a fiduciary duty owed by any director, officer or other employee of the 

Corporation to the Corporation or Corporation’s stockholders, (iii) any action asserting a claim 

arising pursuant to any provision of the Act, or (iv) any action asserting a claim governed by the 

internal affairs doctrine shall be the Court of Chancery of the State of Delaware, (or, if the Court 

of Chancery lacks subject matter jurisdiction, another state or federal court located within the 

state of Delaware). Any person or entity purchasing or otherwise acquiring or holding any 

interest in shares of capital stock of the Corporation shall be deemed to have notice of and 

consented to the provisions of this ARTICLE TWELVE. 

* * * * 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 66 of 538
EXHIBIT A-6

Bylaws of New Giraffe Opco, Inc.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 67 of 538
 K&E LLP Draft 8/17/2017 

 

K&E 48426597.2 

BYLAWS 

OF 

GIRAFFE NEW OPCO, INC.

A Delaware corporation 

(Adopted as of [___], 2017) 

ARTICLE I 

OFFICES 

Section 1. Registered Office. The registered office of the corporation in the State of 

Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New 

Castle, Delaware 19801. The name of the corporation’s registered agent at such address shall be The 

Corporation Trust Company. The registered office and/or registered agent of the corporation may be 

changed from time to time by action of the board of directors. 

Section 2. Other Offices. The corporation may also have offices at such other places, both 

within and without the State of Delaware, as the board of directors may from time to time determine or 

the business of the corporation may require. 

ARTICLE II 

MEETINGS OF STOCKHOLDERS 

Section 1. Annual Meetings. An annual meeting of the stockholders shall be held each year 

within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the 

corporation for the purpose of electing directors and conducting such other proper business as may come 

before the meeting. The date, time and place, if any, and/or the means of remote communication, of the 

annual meeting shall be determined by the president of the corporation; provided, however, that if the 

president does not act, the board of directors shall determine the date, time and place, if any, and/or the 

means of remote communication, of such meeting. No annual meeting of stockholders need be held if not 

required by the corporation’s certificate of incorporation or by the General Corporation Law of the State 

of Delaware. 

Section 2. Special Meetings. Special meetings of stockholders may be called for any 

purpose (including, without limitation, the filling of board vacancies and newly created directorships) and 

may be held at such time and place, within or without the State of Delaware, and/or by means of remote 

communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. 

Such meetings may be called at any time by the board of directors or the president and shall be called by 

the president upon the written request of holders of shares entitled to cast not less than a majority of the 

votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be 

delivered to the president. 

Section 3. Place of Meetings. The board of directors may designate any place, either within 

or without the State of Delaware, and/or by means of remote communication, as the place of meeting for 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 68 of 538
- 2 - 

any annual meeting or for any special meeting called by the board of directors. If no designation is made, 

or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of 

the corporation. 

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a 

meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of 

remote communications, if any, by which stockholders and proxy holders may be deemed to be present in 

person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such 

meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 

60 days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or 

by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at 

the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be 

deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the 

stockholder at his, her or its address as the same appears on the records of the corporation. If given by 

electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile 

telecommunication, when directed to a number at which the stockholder has consented to receive notice; 

(b) if by electronic mail, when directed to an electronic mail address at which the stockholder has 

consented to receive notice; (c) if by a posting on an electronic network together with separate notice to 

the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such 

separate notice; and (3) if by any other form of electronic transmission, when directed to the stockholder. 

Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such 

consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two 

consecutive notices given by the corporation in accordance with such consent and (2) such inability 

becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. 

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the 

person attends for the express purpose of objecting at the beginning of the meeting to the transaction of 

any business because the meeting is not lawfully called or convened. 

Section 5. Stockholders List. The officer who has charge of the stock ledger of the 

corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the 

stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each 

stockholder and the number of shares registered in the name of each stockholder. Such list shall be open 

to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 

10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the 

information required to gain access to such list is provided with the notice of the meeting, and/or 

(ii) during ordinary business hours, at the principal place of business of the corporation. In the event that 

the corporation determines to make the list available on an electronic network, the corporation may take 

reasonable steps to ensure that such information is available only to stockholders of the corporation. If the 

meeting is to be held at a place, then the list shall be produced and kept at the time and place of the 

meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the 

meeting is to be held solely by means of remote communication, then the list shall also be open to the 

examination of any stockholder during the whole time of the meeting on a reasonably accessible 

electronic network, and the information required to access such list shall be provided with the notice of 

the meeting. 

Section 6. Quorum. The holders of a majority of the issued and outstanding shares of capital 

stock entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all 

meetings of the stockholders, except as otherwise provided by statute or by the corporation’s certificate of 

incorporation. If a quorum is not present, the holders of a majority of the shares present in person or 

represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to 

another time and/or place. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 69 of 538
- 3 - 

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, 

notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of 

remote communications, if any, by which stockholders and proxy holders may be deemed to be present in 

person and vote at such adjourned meeting are announced at the meeting at which the adjournment is 

taken. At the adjourned meeting, the corporation may transact any business which might have been 

transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment 

a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to 

each stockholder of record entitled to vote at the meeting. 

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of 

shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter 

shall be the act of the stockholders, unless the question is one upon which by express provisions of an 

applicable law or of the corporation’s certificate of incorporation a different vote is required, in which 

case such express provision shall govern and control the decision of such question. 

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of 

the State of Delaware or by the corporation’s certificate of incorporation or any amendments thereto and 

subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be 

entitled to one vote in person or by proxy for each share of common stock held by such stockholder. 

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to 

express consent or dissent to corporate action in writing without a meeting may authorize another person 

or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three 

years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be 

irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest 

sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether 

the interest with which it is coupled is an interest in the stock itself or an interest in the corporation 

generally. Any proxy is suspended when the person executing the proxy is present at a meeting of 

stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the 

interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other 

rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each 

meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting 

shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares 

may be represented or voted under a proxy that has been found to be invalid or irregular. 

Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s 

certificate of incorporation, any action required to be taken at any annual or special meeting of 

stockholders of the corporation, or any action which may be taken at any annual or special meeting of 

such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent 

or consents in writing, setting forth the action so taken and bearing the dates of signature of the 

stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock 

having not less than the minimum number of votes that would be necessary to authorize or take such 

action at a meeting at which all shares entitled to vote thereon were present and voted and shall be 

delivered to the corporation by delivery to its registered office in the state of Delaware, or the 

corporation’s principal place of business, or an officer or agent of the corporation having custody of the 

book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the 

corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested 

or by reputable overnight courier service; provided, however, that no consent or consents delivered by 

certified or registered mail shall be deemed delivered until such consent or consents are actually received 

at the registered office. All consents properly delivered in accordance with this section shall be deemed to 

be recorded when so delivered. No written consent shall be effective to take the corporate action referred 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 70 of 538
- 4 - 

to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required 

by this section, written consents signed by the holders of a sufficient number of shares to take such 

corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by 

less than unanimous written consent shall be given to those stockholders who have not consented in 

writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the 

same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other 

reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for 

any and all purposes for which the original writing could be used; provided that such copy, facsimile or 

other reproduction shall be a complete reproduction of the entire original writing. 

ARTICLE III 

DIRECTORS 

Section 1. General Powers. The business and affairs of the corporation shall be managed by 

or under the direction of the board of directors. 

Section 2. Number, Election and Term of Office. The number of directors which shall 

constitute the first board shall be [seven]. Thereafter, the number of directors shall be established from 

time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the 

shares present in person or represented by proxy at the meeting and entitled to vote in the election of 

directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except 

as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly 

elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. 

Section 3. Removal and Resignation. Any director or the entire board of directors may be 

removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote 

at an election of directors. Whenever the holders of any class or series are entitled to elect one or more 

directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section 

shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the 

holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a 

whole. Any director may resign at any time upon notice given in writing or by electronic transmission to 

the corporation. 

Section 4. Vacancies. Vacancies and newly created directorships resulting from any 

increase in the authorized number of directors may be filled by a majority of the directors then in office, 

though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until 

a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein 

provided. 

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors 

shall be held without notice (other than notice under these bylaws) immediately after, and at the same 

place, if any, as the annual meeting of stockholders. 

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of 

the board of directors may be held without notice at such time and at such place, if any, as shall from time 

to time be determined by resolution of the board of directors and promptly communicated to all directors 

then in office. Special meetings of the board of directors may be called by or at the request of the 

president or any director on at least 24 hours notice to each director, either personally, by telephone, by 

mail or by electronic transmission. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 71 of 538
- 5 - 

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of 

directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of 

directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a 

quorum shall not be present at any meeting of the board of directors, the directors present thereat may 

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a 

quorum shall be present. 

Section 8. Committees. The board of directors may, by resolution passed by a majority of 

the whole board, designate one or more committees, each committee to consist of one or more of the 

directors of the corporation, which to the extent provided in such resolution or these bylaws shall have 

and may exercise the powers of the board of directors in the management and affairs of the corporation 

except as otherwise limited by law. The board of directors may designate one or more directors as 

alternate members of any committee, who may replace any absent or disqualified member at any meeting 

of the committee. Such committee or committees shall have such name or names as may be determined 

from time to time by resolution adopted by the board of directors. Each committee shall keep regular 

minutes of its meetings and report the same to the board of directors when required. 

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules 

of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided 

by a resolution of the board of directors designating such committee. Unless otherwise provided in such a 

resolution, the presence of a majority of the members of the committee shall be necessary to constitute a 

quorum. In the event that a member and that member’s alternate, if alternates are designated by the board 

of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, 

the member or members thereof present at any meeting and not disqualified from voting, whether or not 

such member or members constitute a quorum, may unanimously appoint another member of the board of 

directors to act at the meeting in place of any such absent or disqualified member. 

Section 10. Communications Equipment. Members of the board of directors or any 

committee thereof may participate in and act at any meeting of such board or committee by means of 

conference telephone or other communications equipment by means of which all persons participating in 

the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute 

presence in person at the meeting. 

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of 

directors or any committee thereof who is present at a meeting shall be conclusively presumed to have 

waived notice of such meeting except when such member attends for the express purpose of objecting at 

the beginning of the meeting to the transaction of any business because the meeting is not lawfully called 

or convened. Such member shall be conclusively presumed to have assented to any action taken unless his 

or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such 

action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof 

or shall be forwarded by registered mail to the secretary of the corporation immediately after the 

adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of 

such action. 

Section 12. Action by Written Consent. Unless otherwise restricted by the corporation’s 

certificate of incorporation, any action required or permitted to be taken at any meeting of the board of 

directors, or of any committee thereof, may be taken without a meeting if all members of the board or 

committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or 

writings or electronic transmission or transmissions are filed with the minutes of proceedings of the 

board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and 

shall be in electronic form if the minutes are maintained in electronic form. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 72 of 538
- 6 - 

ARTICLE IV 

OFFICERS 

Section 1. Number. The officers of the corporation shall be elected by the board of directors 

and may consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other 

officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any 

number of offices may be held by the same person. In its discretion, the board of directors may choose not 

to fill any office for any period as it may deem advisable, except that the offices of president and secretary 

shall be filled as expeditiously as possible. 

Section 2. Election and Term of Office. The officers of the corporation shall be elected 

annually by the board of directors at its first meeting held after each annual meeting of stockholders or as 

soon thereafter as conveniently may be. The president shall be elected annually by the board of directors 

at the first meeting of the board of directors held after each annual meeting of stockholders or as soon 

thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he 

or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the 

board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his 

or her earlier death, resignation or removal as hereinafter provided. 

Section 3. Removal. Any officer or agent elected by the board of directors may be removed 

by the board of directors whenever in its judgment the best interests of the corporation would be served 

thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so 

removed. 

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, 

removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of 

the term by the board of directors then in office. 

Section 5. Compensation. Compensation of all officers shall be fixed by the board of 

directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also 

being a director of the corporation. 

Section 6. The President. The president shall be the chief executive officer of the 

corporation; shall preside at all meetings of the stockholders and board of directors at which he or she is 

present; subject to the powers of the board of directors, shall have general charge of the business, affairs 

and property of the corporation, and control over its officers, agents and employees; and shall see that all 

orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, 

mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or 

permitted by law to be otherwise signed and executed and except where the signing and execution thereof 

shall be expressly delegated by the board of directors to some other officer or agent of the corporation. 

The president shall have such other powers and perform such other duties as may be prescribed by the 

board of directors or as may be provided in these bylaws. 

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vicepresidents in the order determined by the board of directors or by the president, shall, in the absence or 

disability of the president, act with all of the powers and be subject to all the restrictions of the president. 

The vice-presidents shall also perform such other duties and have such other powers as the board of 

directors, the president or these bylaws may, from time to time, prescribe. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 73 of 538
- 7 - 

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings 

of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and 

record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the 

president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by 

these bylaws or by law; shall have such powers and perform such duties as the board of directors, the 

president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal 

of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal 

to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature 

of such assistant secretary. The board of directors may give general authority to any other officer to affix 

the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be 

more than one, the assistant secretaries in the order determined by the board of directors, shall, in the 

absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall 

perform such other duties and have such other powers as the board of directors, the president, or secretary 

may, from time to time, prescribe. 

Section 9. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of 

the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in 

books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to 

the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the 

corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers 

for such disbursements; and shall render to the president and the board of directors, at its regular meeting 

or when the board of directors so requires, an account of the corporation; shall have such powers and 

perform such duties as the board of directors, the president or these bylaws may, from time to time, 

prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall 

be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the 

board of directors for the faithful performance of the duties of the office of treasurer and for the 

restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all 

books, papers, vouchers, money, and other property of whatever kind in the possession or under the 

control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than 

one, the assistant treasurers in the order determined by the board of directors, shall in the absence or 

disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant 

treasurers shall perform such other duties and have such other powers as the board of directors, the 

president or treasurer may, from time to time, prescribe. 

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and 

agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority 

and perform such duties as may from time to time be prescribed by resolution of the board of directors. 

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any 

officer of the corporation and of any person hereby authorized to act in such officer’s place during such 

officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of 

such officer to any other officer or to any director, or to any other person whom it may select. 

ARTICLE V 

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS 

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to 

be made a party to or is involved in any action, suit or proceeding, whether brought by or in the right of 

the corporation or any of its subsidiaries and whether civil, criminal, administrative or investigative 

(hereinafter a “proceeding”), or any appeal of such proceeding, by reason of or arising out of the fact that 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 74 of 538
- 8 - 

such person, or any other person for whom such person is the legal representative, is or was a director or 

officer of the corporation or is or was serving at the request of the corporation as a director, officer, 

manager, general partner, employee, fiduciary, or agent of another corporation or of a partnership, limited 

liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the 

corporation unless prohibited from doing so by the General Corporation Law of the State of Delaware, as 

the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent 

that such amendment permits the corporation to provide broader indemnification rights than said law 

permitted the corporation to provide prior to such amendment) against all expense, liability and loss 

(including attorneys’ fees actually and reasonably incurred by such person in connection with such 

proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and 

administrators; provided that, except as provided in Section 2 of this Article V, the corporation shall 

indemnify any such person seeking indemnification in connection with a proceeding initiated by such 

person only if such proceeding was authorized by the board of directors of the corporation. The right to 

indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 

hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such 

proceeding in advance of its final disposition. The corporation may, by action of its board of directors, 

provide indemnification to employees and agents of the corporation with the same scope and effect as the 

foregoing indemnification of directors and officers. 

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of 

a director or officer of the corporation provided for under Section 1 of this Article V or advance of 

expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 

30 days, upon the written request of the director or officer. If a determination by the corporation that the 

director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation 

fails to respond within 60 days to a written request for indemnity, the corporation shall be deemed to have 

approved the request. If the corporation denies a written request for indemnification or advancing of 

expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, 

the right to indemnification or advances as granted by this Article V shall be enforceable by the director 

or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection 

with successfully establishing his or her right to indemnification, in whole or in part, in any such action 

shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action 

brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final 

disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant 

has not met the standards of conduct which make it permissible under the General Corporation Law of the 

State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of 

such defense shall be on the corporation. Neither the failure of the corporation (including its board of 

directors, independent legal counsel, or its stockholders) to have made a determination prior to the 

commencement of such action that indemnification of the claimant is proper in the circumstances because 

he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State 

of Delaware, nor an actual determination by the corporation (including its board of directors, independent 

legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall 

be a defense to the action or create a presumption that the claimant has not met the applicable standard of 

conduct. 

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses 

incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not 

be exclusive of any other right which any person may have or hereafter acquire under any statute, 

provision of the corporation’s certificate of incorporation, bylaw, agreement, vote of stockholders or 

disinterested directors or otherwise. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 75 of 538
- 9 - 

Section 4. Insurance. The corporation may purchase and maintain insurance on its own 

behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the 

corporation or was serving at the request of the corporation as a director, officer, employee or agent of 

another corporation, partnership, joint venture, trust or other enterprise against any liability asserted 

against him or her and incurred by him or her in any such capacity, whether or not the corporation would 

have the power to indemnify such person against such liability under this Article V. 

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this 

Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final 

disposition unless otherwise determined by the board of directors in the specific case upon receipt of an 

undertaking by or on behalf of the director or officer or other person to repay such amount if it shall 

ultimately be determined that such person is not entitled to be indemnified by the corporation. Such 

expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, 

as the board of directors deems appropriate. 

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions 

of this Article V and who are or were employees or agents of the corporation, or who are or were serving 

at the request of the corporation as employees or agents of another corporation, partnership, joint venture, 

trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at 

any time or from time to time by the board of directors. 

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a vested 

contract right between the corporation and each director and officer who serves in any such capacity at 

any time while this Article V and the relevant provisions of the General Corporation Law of the State of 

Delaware or other applicable law are in effect. Such contract right shall vest for each director and officer 

at the time such person is elected or appointed to such position, and no repeal or modification of this 

Article V or any such law shall affect any such vested rights or obligations of any current or former 

director or officer with respect to any state of facts or proceeding regardless of when occurring. 

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the 

corporation” shall include, in addition to the resulting corporation, any constituent corporation (including 

any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had 

continued, would have had power and authority to indemnify its directors, officers, and employees or 

agents, so that any person who is or was a director, officer, employee or agent of such constituent 

corporation, or is or was serving at the request of such constituent corporation as a director, officer, 

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand 

in the same position under this Article V with respect to the resulting or surviving corporation as he or she 

would have with respect to such constituent corporation if its separate existence had continued. 

ARTICLE VI 

CERTIFICATES OF STOCK 

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a 

certificate, signed by, or in the name of the corporation by the president or a vice-president and the 

secretary or an assistant secretary of the corporation, certifying the number of shares owned by such 

holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant 

transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or 

its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be 

facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures 

have been used on, any such certificate or certificates shall cease to be such officer or officers of the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 76 of 538
- 10 - 

corporation whether because of death, resignation or otherwise before such certificate or certificates have 

been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered 

as though the person or persons who signed such certificate or certificates or whose facsimile signature or 

signatures have been used thereon had not ceased to be such officer or officers of the corporation. All 

certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to 

whom the shares represented thereby are issued, with the number of shares and date of issue, shall be 

entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the 

books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in 

writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the 

appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, 

authorization, and other matters as the corporation may reasonably require, and accompanied by all 

necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new 

certificate to the person entitled thereto, cancel the old certificate or certificates, and record the 

transaction on its books. The board of directors may appoint a bank or trust company organized under the 

laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection 

with the transfer of any class or series of securities of the corporation. 

Section 2. Lost Certificates. The board of directors may direct a new certificate or 

certificates to be issued in place of any certificate or certificates previously issued by the corporation 

alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person 

claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new 

certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the 

issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or 

her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any 

claim that may be made against the corporation on account of the loss, theft or destruction of any such 

certificate or the issuance of such new certificate. 

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation 

may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any 

adjournment thereof, the board of directors may fix a record date, which record date shall not precede the 

date upon which the resolution fixing the record date is adopted by the board of directors, and which 

record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record 

date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or 

to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on 

which notice is given, or if notice is waived, at the close of business on the day next preceding the day on 

which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a 

meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board 

of directors may fix a new record date for the adjourned meeting. 

Section 4. Fixing a Record Date for Action by Written Consent. In order that the 

corporation may determine the stockholders entitled to consent to corporate action in writing without a 

meeting, the board of directors may fix a record date, which record date shall not precede the date upon 

which the resolution fixing the record date is adopted by the board of directors, and which date shall not 

be more than 10 days after the date upon which the resolution fixing the record date is adopted by the 

board of directors. If no record date has been fixed by the board of directors, the record date for 

determining stockholders entitled to consent to corporate action in writing without a meeting, when no 

prior action by the board of directors is required by statute, shall be the first date on which a signed 

written consent setting forth the action taken or proposed to be taken is delivered to the corporation by 

delivery to its registered office in the State of Delaware, its principal place of business, or an officer or 

agent of the corporation having custody of the book in which proceedings of meetings of stockholders are 

recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 77 of 538
- 11 - 

registered mail, return receipt requested. If no record date has been fixed by the board of directors and 

prior action by the board of directors is required by statute, the record date for determining stockholders 

entitled to consent to corporate action in writing without a meeting shall be at the close of business on the 

day on which the board of directors adopts the resolution taking such prior action. 

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may 

determine the stockholders entitled to receive payment of any dividend or other distribution or allotment 

or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or 

exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record 

date, which record date shall not precede the date upon which the resolution fixing the record date is 

adopted, and which record date shall be not more than 60 days prior to such action. If no record date is 

fixed, the record date for determining stockholders for any such purpose shall be at the close of business 

on the day on which the board of directors adopts the resolution relating thereto. 

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the 

certificate or certificates for a share or shares of stock with a request to record the transfer of such share or 

shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, 

to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation 

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the 

part of any other person, whether or not it shall have express or other notice thereof. 

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription 

agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such 

times, as shall be determined by the board of directors. Any call made by the board of directors for 

payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same 

series. In case of default in the payment of any installment or call when such payment is due, the 

corporation may proceed to collect the amount due in the same manner as any debt due the corporation. 

ARTICLE VII 

GENERAL PROVISIONS 

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the 

provisions of the corporation’s certificate of incorporation, if any, may be declared by the board of 

directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or 

in shares of the capital stock, subject to the provisions of the corporation’s certificate of incorporation. 

Before payment of any dividend, there may be set aside out of any funds of the corporation available for 

dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as 

a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining 

any property of the corporation, or any other purpose and the directors may modify or abolish any such 

reserve in the manner in which it was created. 

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of 

money by or to the corporation and all notes and other evidences of indebtedness issued in the name of 

the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such 

manner, as shall be determined by resolution of the board of directors or a duly authorized committee 

thereof. 

Section 3. Contracts. The board of directors may authorize any officer or officers, or any 

agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 78 of 538
- 12 - 

the name of and on behalf of the corporation, and such authority may be general or confined to specific 

instances. 

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or 

otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer 

or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the 

directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The 

loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in 

such manner as the board of directors shall approve, including, without limitation, a pledge of shares of 

stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the 

powers of guaranty or warranty of the corporation at common law or under any statute. 

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the 

board of directors. 

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall 

be in the form of a circle and shall have inscribed thereon the name of the corporation and the words 

“Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or 

affixed or reproduced or otherwise. 

Section 7. Voting Securities Owned By Corporation. Voting securities in any other 

corporation or other entity (such as a limited liability company, limited partnership or trust) held by the 

corporation shall be voted as directed by the board of directors, unless the board of directors specifically 

confers authority to vote with respect thereto, which authority may be general or confined to specific 

instances, upon some other person or officer. Any person authorized to vote securities shall have the 

power to appoint proxies, with general power of substitution. 

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by 

attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right 

during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list 

of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper 

purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every 

instance where an attorney or other agent shall be the person who seeks the right to inspection, the 

demand under oath shall be accompanied by a power of attorney or such other writing which authorizes 

the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed 

to the corporation at its registered office in the State of Delaware or at its principal place of business. 

Section 9. Section Headings. Section headings in these bylaws are for convenience of 

reference only and shall not be given any substantive effect in limiting or otherwise construing any 

provision herein. 

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or 

becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General 

Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall 

not be given any effect to the extent of such inconsistency but shall otherwise be given full force and 

effect. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 79 of 538
- 13 - 

ARTICLE VIII 

AMENDMENTS 

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of 

the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the 

bylaws has been conferred upon the board of directors shall not divest the stockholders of the same 

powers. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 80 of 538
EXHIBIT B

Exit Facility Documents

The Exit Facility Documents remain subject to continuing negotiations among the 

Debtors and the potential exit financing sources. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 81 of 538
EXHIBIT C

Schedule of Rejected Executory Contracts and Unexpired Leases

Certain documents, or portions thereof, contained in this Exhibit C and the Plan 

Supplement remain subject to continuing negotiations among the Debtors and interested parties 

with respect thereto. The Debtors reserve all rights to amend, revise, or supplement the Plan 

Supplement, and any of the documents and designations contained herein, at any time before the 

Effective Date of the Plan, or any such other date as may be provided for by the Plan or by order 

of the Bankruptcy Court.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 82 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

1 101405 Gymboree Retail Stores, Inc. 620 212‐3 EASTERN SHORE HOLDINGS, LLC STORE LEASE RE: STORE #0620 ‐  EASTERN SHORE CENTER 

2 100072 The Gymboree Corporation Accurate Background, Inc. End User Agreement dated 2/16/

3 101965 Gymboree Retail Stores, Inc. 5158 ADCO TUSCOLA LLC STORE LEASE RE: STORE #5158 ‐  OUTLETS AT TUSCOLA 

4 101964 Gymboree Retail Stores, Inc. 5158 ADCO TUSCOLA LLC STORE LEASE RE: STORE #5158 ‐  OUTLETS AT TUSCOLA 

5 101967 Gymboree Retail Stores, Inc. 5159 ADCO WEST BRANCH LLC STORE LEASE RE: STORE #5159 ‐  OUTLETS AT WEST BRANCH 

6 100234 Gymboree Manufacturing,

Inc. Agility Logistics Corp. Contract for Logistics Services da

1/11/2008 

7 100234 The Gymboree Corporation Agility Logistics Corp. Contract for Logistics Services da

1/11/2008 

8 102356 Gymboree Retail Stores, Inc. 6271 ALBERTA DEVELOPEMENT PARTNERS, LLC STORE LEASE RE: STORE #6271 ‐  STREETS AT SOUTHGLENN 

Page 1 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 83 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

9 100125 The Gymboree Corporation Applied Computer Solutions Consulting Agreement dated 9/27/2006 

10 100205 The Gymboree Corporation Aptos, Inc. Master Subscription Services Agreement dated 12/21/2016 

11 100206 The Gymboree Corporation Aptos, Inc. Subscription Services Order Form dated 12/21/2016 

12 100860 Gymboree Retail Stores, Inc. 74 ARNALL GOLDEN GREGORY LLP STORE LEASE RE: STORE #0074 ‐ T

COUNTY MALL 

13 102334 Gymboree Retail Stores, Inc. 6260 ARNOT REALTY CORPORATION STORE LEASE RE: STORE #6260 ‐  ARNOT MALL 

14 101216 Gymboree Retail Stores, Inc. 431 ATHENS MALL/KDI ATHENS MALL, LLC STORE LEASE RE: STORE #0431 ‐  GEORGIA SQUARE MALL 

15 101969 Gymboree Retail Stores, Inc. 5159 AVISON YOUNG ‐ ATLANTA STORE LEASE RE: STORE #5159 ‐  OUTLETS AT WEST BRANCH 

16 101968 Gymboree Retail Stores, Inc. 5159 AVISON YOUNG ‐ ATLANTA STORE LEASE RE: STORE #5159 ‐  OUTLETS AT WEST BRANCH 

Page 2 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 84 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

17 101966 Gymboree Retail Stores, Inc. 5158 AVISON YOUNG ‐ ATLANTA STORE LEASE RE: STORE #5158 ‐  OUTLETS AT TUSCOLA 

18 101642 Gymboree Retail Stores, Inc. 1749 AZT, INC. STORE LEASE RE: STORE #1749 ‐  PENINSULA TOWN CENTER 

19 102619 The Gymboree Corporation Bain Capital Partners, LLC First Amended and Restated Management Agreement 

20 101193 Gymboree Retail Stores, Inc. 408 BARCLAYS BANK PLC (NOTICE TO LENDER) STORE LEASE RE: STORE #0408 ‐ 

AT BARNES CROSSING 

21 101149 Gymboree Retail Stores, Inc. 362 BAYER PROPERTIES, INC. STORE LEASE RE: STORE #0362 ‐  INDIAN RIVER MALL 

22 101603 Gymboree Retail Stores, Inc. 1713 BAYER PROPERTIES, INC. STORE LEASE RE: STORE #1713 ‐  BRIDGE STREET TOWN CENTRE 

23 101484 Gymboree Retail Stores, Inc. 697 BAYER PROPERTIES, INC. STORE LEASE RE: STORE #0697 ‐ 

PLEASANT TOWN CENTRE 

24 101160 Gymboree Retail Stores, Inc. 372 BERGERON & ASSOC. STORE LEASE RE: STORE #0372 ‐  VALLEY WEST MALL 

Page 3 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 85 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

25 101305 Gymboree Retail Stores, Inc. 517 BIRCHWOOD MALL, LLC STORE LEASE RE: STORE #0517 ‐  BIRCHWOOD MALL 

26 101304 Gymboree Retail Stores, Inc. 517 BIRCHWOOD MALL, LLC STORE LEASE RE: STORE #0517 ‐  BIRCHWOOD MALL 

27 100213 Gymboree Retail Stores, Inc. Borderfree, Inc. Services Agreement dated 2/4/20

28 102197 Gymboree Retail Stores, Inc. 6147 BOULEVARD MALL CO STORE LEASE RE: STORE #6147 ‐  BOULEVARD MALL 

29 100982 Gymboree Retail Stores, Inc. 201 BRANDYWINE FINANCIAL SERVICES STORE LEASE RE: STORE #0201 ‐  STRATFORD SQUARE 

30 101288 Gymboree Retail Stores, Inc. 498 BRE THRONE PRESTON PARK LLC STORE LEASE RE: STORE #0498 ‐  PRESTON PARK VILLAGE 

31 102671 The Gymboree Corporation Brenda Wurtz Consulting Agreement 

32 101289 Gymboree Retail Stores, Inc. 498 BRIXMOR PROPERTY GROUP STORE LEASE RE: STORE #0498 ‐  PRESTON PARK VILLAGE 

Page 4 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 86 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

33 101285 Gymboree Retail Stores, Inc. 497 BRIXTON ROGUE, LLC STORE LEASE RE: STORE #0497 ‐  ROGUE VALLEY MALL 

34 102365 Gymboree Retail Stores, Inc. 6279 CAFARO STORE LEASE RE: STORE #6279 ‐  SOUTH HILL MALL 

35 102248 Gymboree Retail Stores, Inc. 6183 CAFARO STORE LEASE RE: STORE #6183 ‐  MEADOWBROOK MALL 

36 102149 Gymboree Retail Stores, Inc. 6106 CAFARO STORE LEASE RE: STORE #6106 ‐  SPOTSYLVANIA MALL 

37 101296 Gymboree Retail Stores, Inc. 510 CAPITAL MALL LP STORE LEASE RE: STORE #0510 ‐  CAPITAL MALL 

38 101341 Gymboree Retail Stores, Inc. 562 CARUSO AFFILIATED STORE LEASE RE: STORE #0562 ‐  COMMONS AT CALABASAS 

39 101795 Gymboree Retail Stores, Inc. 3701 CASSID TURLEY STORE LEASE RE: STORE #3701 ‐  CROSSINGS AT CORONA 

40 101290 Gymboree Retail Stores, Inc. 499 CBL & ASSOC MGMT INC. STORE LEASE RE: STORE #0499 ‐ W

PARK MALL 

Page 5 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 87 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

41 102223 Gymboree Retail Stores, Inc. 6165 CBL & ASSOC. STORE LEASE RE: STORE #6165 ‐  CHAPEL HILLS MALL 

42 101392 Gymboree Retail Stores, Inc. 607 CBL & ASSOC. STORE LEASE RE: STORE #0607 ‐  SOUTH COUNTY MALL 

43 101291 Gymboree Retail Stores, Inc. 499 CBL & ASSOC. STORE LEASE RE: STORE #0499 ‐ W

PARK MALL 

44 101257 Gymboree Retail Stores, Inc. 469 CBL & ASSOC. STORE LEASE RE: STORE #0469 ‐  WIREGRASS COMMONS 

45 102556 Gymboree Retail Stores, Inc. 6421 CBL & ASSOC. STORE LEASE RE: STORE #6421 ‐  MERIDIAN MALL 

46 102538 Gymboree Retail Stores, Inc. 6409 CBL & ASSOC. STORE LEASE RE: STORE #6409 ‐  EASTGATE MALL 

47 102491 Gymboree Retail Stores, Inc. 6374 CBL & ASSOC. STORE LEASE RE: STORE #6374 ‐  FRONTIER MALL 

48 102289 Gymboree Retail Stores, Inc. 6222 CBL & ASSOC. STORE LEASE RE: STORE #6222 ‐  MONROEVILLE MALL 

Page 6 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 88 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

49 102278 Gymboree Retail Stores, Inc. 6211 CBL & ASSOC. STORE LEASE RE: STORE #6211 ‐  BURNSVILLE CENTER 

50 102263 Gymboree Retail Stores, Inc. 6195 CBL & ASSOC. STORE LEASE RE: STORE #6195 ‐  SOUTHAVEN TOWNE CENTER 

51 102256 Gymboree Retail Stores, Inc. 6190 CBL & ASSOC. STORE LEASE RE: STORE #6190 ‐ 

OF ACADIANA 

52 102074 Gymboree Retail Stores, Inc. 6053 CBL & ASSOC. STORE LEASE RE: STORE #6053 ‐ 

TOWNE CENTER 

53 101646 Gymboree Retail Stores, Inc. 1753 CBL & ASSOC. STORE LEASE RE: STORE #1753 ‐  TRIANGLE TOWN CENTER 

54 101645 Gymboree Retail Stores, Inc. 1753 CBL & ASSOC. STORE LEASE RE: STORE #1753 ‐  TRIANGLE TOWN CENTER 

55 101585 Gymboree Retail Stores, Inc. 1703 CBL & ASSOC. STORE LEASE RE: STORE #1703 ‐  IMPERIAL VALLEY MALL 

56 101476 Gymboree Retail Stores, Inc. 689 CBL & ASSOC. STORE LEASE RE: STORE #0689 ‐  PEARLAND TOWN CENTER 

Page 7 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 89 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

57 101314 Gymboree Retail Stores, Inc. 532 CBL & ASSOC. STORE LEASE RE: STORE #0532 ‐  LAYTON HILLS MALL 

58 101309 Gymboree Retail Stores, Inc. 523 CBL & ASSOC. STORE LEASE RE: STORE #0523 ‐  BONITA LAKES MALL 

59 101308 Gymboree Retail Stores, Inc. 521 CBL & ASSOC. STORE LEASE RE: STORE #0521 ‐  FRONTIER MALL 

60 101267 Gymboree Retail Stores, Inc. 479 CBL & ASSOC. STORE LEASE RE: STORE #0479 ‐  NORTHPARK MALL 

61 101212 Gymboree Retail Stores, Inc. 427 CBL & ASSOC. STORE LEASE RE: STORE #0427 ‐  NORTHGATE MALL (TN) 

62 101206 Gymboree Retail Stores, Inc. 420 CBL & ASSOC. STORE LEASE RE: STORE #0420 ‐  PARKDALE MALL 

63 101204 Gymboree Retail Stores, Inc. 419 CBL & ASSOC. STORE LEASE RE: STORE #0419 ‐ 

RIVERS MALL 

64 101190 Gymboree Retail Stores, Inc. 406 CBL & ASSOC. STORE LEASE RE: STORE #0406 ‐ 

OAK MALL 

Page 8 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 90 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

65 101057 Gymboree Retail Stores, Inc. 273 CBL & ASSOC. STORE LEASE RE: STORE #0273 ‐ S

CLAIR SQUARE 

66 101056 Gymboree Retail Stores, Inc. 273 CBL & ASSOC. STORE LEASE RE: STORE #0273 ‐ S

CLAIR SQUARE 

67 100951 Gymboree Retail Stores, Inc. 169 CBL & ASSOC. STORE LEASE RE: STORE #0169 ‐ 

PLAZA 

68 101009 Gymboree Retail Stores, Inc. 229 CBL & ASSOC. STORE LEASE RE: STORE #0229 ‐ 

MALL 

69 100994 Gymboree Retail Stores, Inc. 211 CBL & ASSOC. STORE LEASE RE: STORE #0211 ‐  BURNSVILLE CENTER 

70 102417 Gymboree Retail Stores, Inc. 6320 CBRE STORE LEASE RE: STORE #6320 ‐  NORTH POINT MARKETCENTER 

71 100904 Gymboree Retail Stores, Inc. 110 CBRE STORE LEASE RE: STORE #0110 ‐  COLLIN CREEK MALL 

72 102422 Gymboree Retail Stores, Inc. 6324 CBRE STORE LEASE RE: STORE #6324 ‐  MANHATTAN TOWN CENTER 

Page 9 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 91 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

73 101622 Gymboree Retail Stores, Inc. 1727 CBRE STORE LEASE RE: STORE #1727 ‐ T

MEADOWS @ LAKE ST. LOUIS 

74 101334 Gymboree Retail Stores, Inc. 551 CENTENNIAL REAL ESTATE MANAGEMENT, LLC STORE LEASE RE: STORE #0551 ‐  CONNECTICUT POST MALL 

75 102459 Gymboree Retail Stores, Inc. 6351 CENTENNIAL REAL ESTATE MANAGEMENT, LLC STORE LEASE RE: STORE #6351 ‐ 

VALLEY MALL 

76 101649 Gymboree Retail Stores, Inc. 1755 CENTERCAL PROPERTIES STORE LEASE RE: STORE #1755 ‐  VALLEY MALL (WA) 

77 102449 Gymboree Retail Stores, Inc. 6342 CENTERCAL PROPERTIES STORE LEASE RE: STORE #6342 ‐  STATION PARK 

78 102095 Gymboree Retail Stores, Inc. 6068 CHARLESTON TOWN CENTER CO, LP STORE LEASE RE: STORE #6068 ‐  CHARLESTON TOWNE CENTER 

79 101077 Gymboree Retail Stores, Inc. 295 CHESAPEAKE SQUARE MALL STORE LEASE RE: STORE #0295 ‐  CHESAPEAKE SQUARE 

80 101352 Gymboree Retail Stores, Inc. 575 CITYPLACE RETAIL LLC STORE LEASE RE: STORE #0575 ‐  CITYPLACE 

Page 10 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 92 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

81 102418 Gymboree Retail Stores, Inc. 6320

COLLIERS INTERNATIONALMANAGEMENT‐ATLANTA,LLC

STORE LEASE RE: STORE #6320 ‐ 

NORTH POINT MARKETCENTER

82 101467 Gymboree Retail Stores, Inc. 681 COLONY PLACE DEVELOPMENT, LLC STORE LEASE RE: STORE #0681 ‐  VILLAGE AT COLONY PLACE 

83 101326 Gymboree Retail Stores, Inc. 545 COLONY SQUARE MALL TEI INVESTORS, LLC STORE LEASE RE: STORE #0545 ‐  COLONY SQUARE MALL 

84 101335 Gymboree Retail Stores, Inc. 551 CONNECTICUT POST MALL STORE LEASE RE: STORE #0551 ‐  CONNECTICUT POST MALL 

85 100142 The Gymboree Corporation Contract Datascan, LP First Amendment to Rental Agree

dated 1/20/2009 

86 100140 The Gymboree Corporation Contract Datascan, LP Fourth Amendment to Rental Agreement dated 3/30/2017 

87 100141 The Gymboree Corporation Contract Datascan, LP Rental Agreement dated 10/29/2

88 100143 The Gymboree Corporation Contract Datascan, LP Second Addendum to Rental Agreement dated 8/10/2010 

Page 11 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 93 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

89 100139 The Gymboree Corporation Contract Datascan, LP Third Amendment to Rental Agreement dated 10/29/2008 

90 102465 Gymboree Retail Stores, Inc. 6354 CPT ‐ LOUISVILLE I LLC STORE LEASE RE: STORE #6354 ‐  PADDOCK SHOPS 

91 102464 Gymboree Retail Stores, Inc. 6354 CPT ‐ LOUISVILLE I LLC STORE LEASE RE: STORE #6354 ‐  PADDOCK SHOPS 

92 101846 Gymboree Retail Stores, Inc. 5042 CRAIG REALTY GROUP STORE LEASE RE: STORE #5042 ‐  OUTLETS AT SILVERTHRONE 

93 101905 Gymboree Retail Stores, Inc. 5099 CRAIG REALTY GROUP STORE LEASE RE: STORE #5099 ‐  OUTLETS AT BARSTOW 

94 101838 Gymboree Retail Stores, Inc. 5037 CRAIG REALTY GROUP STORE LEASE RE: STORE #5037 ‐  OUTLETS AT ANTHEM 

95 101105 Gymboree Retail Stores, Inc. 316 CREFII SILVER CITY, LLC STORE LEASE RE: STORE #0316 ‐ S

CITY GALLERIA 

96 101364 Gymboree Retail Stores, Inc. 583 CYPRESS EQUITIES STORE LEASE RE: STORE #0583 ‐ 

PRAIRIE 

Page 12 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 94 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

97 101044 Gymboree Retail Stores, Inc. 259 DAYTONA MALL VENTURE, LLC STORE LEASE RE: STORE #0259 ‐  DAYTON MALL 

98 102427 Gymboree Retail Stores, Inc. 6326 DDR CORP. STORE LEASE RE: STORE #6326 ‐  MILLENIA CROSSING 

99 102380 Gymboree Retail Stores, Inc. 6288 DDR CORP. STORE LEASE RE: STORE #6288 ‐  TUCSON SPECTRUM 

100 102428 Gymboree Retail Stores, Inc. 6326 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #6326 ‐  MILLENIA CROSSING 

101 102381 Gymboree Retail Stores, Inc. 6288 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #6288 ‐  TUCSON SPECTRUM 

102 102378 Gymboree Retail Stores, Inc. 6287 DICKINSON WRIGHT PLLC STORE LEASE RE: STORE #6287 ‐  DESERT RIDGE 

103 101798 Gymboree Retail Stores, Inc. 3704 DLC MANAGEMENT CORP. STORE LEASE RE: STORE #3704 ‐  SPRING CREEK CENTRE 

104 102511 Gymboree Retail Stores, Inc. 6391 EAST MESA MALL LLC (C/O MACERICH) STORE LEASE RE: STORE #6391 ‐  SUPERSTITION SPRINGS 

Page 13 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 95 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

105 101406 Gymboree Retail Stores, Inc. 620 EASTERN SHORE CENTRE OFFICE STORE LEASE RE: STORE #0620 ‐  EASTERN SHORE CENTER 

106 100870 Gymboree Retail Stores, Inc. 82 EATONTOWN MONMOUTH MALL LLC STORE LEASE RE: STORE #0082 ‐  MONMOUTH MALL 

107 100871 Gymboree Retail Stores, Inc. 82 EATONTOWN MONMOUTH MALL, LLC STORE LEASE RE: STORE #0082 ‐  MONMOUTH MALL 

108 100247 The Gymboree Corporation 500 Howard EERO, INC. BILL OF SALE (500 HOWARD) 

109 100246 The Gymboree Corporation 500 Howard EERO, INC. SUBLEASE DATED 1/4/2016 (500 HOWARD) 

110 100243 The Gymboree Corporation 500 Howard EERO, INC.

CONSENT TO EERO SUBLEASE

AGREEMENT DATED 1/7/2016 (5

HOWARD)

111 101047 Gymboree Retail Stores, Inc. 261 FAIRLINE TOWNE CENTER STORE LEASE RE: STORE #0261 ‐  FAIRLANE TOWN CENTER 

112 101841 Gymboree Retail Stores, Inc. 5039 FASHION OUTLET OF LAS VEGAS, LLC STORE LEASE RE: STORE #5039 ‐  FASHION OUTLET/LAS VEGAS 

Page 14 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 96 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

113 101958 Gymboree Retail Stores, Inc. 5151 FASHION OUTLETS OF SANTA FE, LLC STORE LEASE RE: STORE #5151 ‐  FASHION OUTLETS @ SANTA FE 

114 102362 Gymboree Retail Stores, Inc. 6276 FASHION SQUARE MALL REALTY LLC STORE LEASE RE: STORE #6276 ‐  FASHION SQUARE MALL 

115 100613 The Gymboree Corporation Fastly, Inc. Master Subscription Agreement d

2/19/2016 

116 100614 The Gymboree Corporation Fastly, Inc. Service Order dated 3/1/2016 

117 102443 Gymboree Retail Stores, Inc. 6336 FEDERAL REALTY STORE LEASE RE: STORE #6336 ‐  WESTGATE CENTER 

118 101797 Gymboree Retail Stores, Inc. 3703 FEDERAL REALTY STORE LEASE RE: STORE #3703 ‐  TOWER SHOPS 

119 101982 Gymboree Retail Stores, Inc. 5168 FFO REALTY STORE LEASE RE: STORE #5168 ‐  OUTLETS AT MISSISSIPPI 

120 100983 Gymboree Retail Stores, Inc. 201 FMC STRATFORD MALL MEMBERS LLC STORE LEASE RE: STORE #0201 ‐  STRATFORD SQUARE 

Page 15 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 97 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

121 100984 Gymboree Retail Stores, Inc. 201 FMP STRATFORD, LLC STORE LEASE RE: STORE #0201 ‐  STRATFORD SQUARE 

122 101687 Gymboree Retail Stores, Inc. 1783 FOOTHILLS ALBERTA MGMT, LLC STORE LEASE RE: STORE #1783 ‐  FOOTHILLS FASHION MALL 

123 101376 Gymboree Retail Stores, Inc. 591 FORBES TAUBMAN ORLANDO, LLC STORE LEASE RE: STORE #0591 ‐ 

AT MILLENIA 

124 102198 Gymboree Retail Stores, Inc. 6147 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6147 ‐  BOULEVARD MALL 

125 102096 Gymboree Retail Stores, Inc. 6068 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6068 ‐  CHARLESTON TOWNE CENTER 

126 102337 Gymboree Retail Stores, Inc. 6261 FOUR SQUARE PROPERTIES STORE LEASE RE: STORE #6261 ‐  JORDAN LANDING 

127 102460 Gymboree Retail Stores, Inc. 6351 FOX VALLEY MALL STORE LEASE RE: STORE #6351 ‐ 

VALLEY MALL 

128 101906 Gymboree Retail Stores, Inc. 5099 FRO2MO BARSTOW LLC STORE LEASE RE: STORE #5099 ‐  OUTLETS AT BARSTOW 

Page 16 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 98 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

129 102224 Gymboree Retail Stores, Inc. 6165 GARRISON CHAPEL HILLS OWNER LLC STORE LEASE RE: STORE #6165 ‐  CHAPEL HILLS MALL 

130 102446 Gymboree Retail Stores, Inc. 6340 GENERAL GROWTH CO. STORE LEASE RE: STORE #6340 ‐ G

EAGLE SQUARE 

131 101443 Gymboree Retail Stores, Inc. 660 GENERAL GROWTH CO. STORE LEASE RE: STORE #0660 ‐ S

AT LA CANTERA 

132 101187 Gymboree Retail Stores, Inc. 402 GENERAL GROWTH CO. STORE LEASE RE: STORE #0402 ‐  GRAND TRAVERSE 

133 101368 Gymboree Retail Stores, Inc. 585 GERRITY GROUP STORE LEASE RE: STORE #0585 ‐ A

GROVE 

134 102618 The Gymboree Corporation Giraffe Holding, Inc. First Amended and Restated Management Agreement 

135 100441 The Gymboree Corporation Goldman Sachs Lending Partners LLC Amended and Restated Engagem

Letter dated 4/21/2016 

136 100440 The Gymboree Corporation Goldman Sachs Lending Partners LLC Engagement Letter dated 1/25/2

Page 17 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 99 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

137 100439 The Gymboree Corporation Goldman Sachs Lending Partners LLC Engagement Letter for Assistance 

Connection with Certain Transact

dated 10/7/2015 

138 102092 Gymboree Retail Stores, Inc. 6066 GOULSTON & STORRS , P.C. STORE LEASE RE: STORE #6066 ‐  LEGACY PLACE 

139 101999 Gymboree Retail Stores, Inc. 5186 GOULSTON & STORRS, P.C. STORE LEASE RE: STORE #5186 ‐  OUTLETS AT LITTLE ROCK 

140 101188 Gymboree Retail Stores, Inc. 402 GRAND TRAVERSE MALL STORE LEASE RE: STORE #0402 ‐  GRAND TRAVERSE 

141 100497 The Gymboree Corporation Granite Telecommunications, LLC Amendment No 2. to Telecommunications Services Agreement dated 4/11/2011 

142 100499 The Gymboree Corporation Granite Telecommunications, LLC Amendment No. 1 to the Telecommunications Services Agreement dated 4/2/2007 

143 100498 The Gymboree Corporation Granite Telecommunications, LLC Telecommunications Services Agreement dated 3/30/2007 

Page 18 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 100 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

144 102508 Gymboree Retail Stores, Inc. 6389 GREAT NORTHERN MALL HOLDING, LLC STORE LEASE RE: STORE #6389 ‐ G

NORTHERN MALL (NY) 

145 102249 Gymboree Retail Stores, Inc. 6185 GREENVILLE MALL STORE LEASE RE: STORE #6185 ‐  GREENVILLE MALL 

146 101281 Gymboree Retail Stores, Inc. 494 GREENVILLE MALL STORE LEASE RE: STORE #0494 ‐  GREENVILLE MALL 

147 102036 Gymboree Retail Stores, Inc. 6015 GS PACIFIC ER LLC STORE LEASE RE: STORE #6015 ‐  EASTRIDGE MALL (CA) 

148 100857 Gymboree Retail Stores, Inc. 72 GWINNETT PLACE MALL GA LLC STORE LEASE RE: STORE #0072 ‐  GWINNETT PLACE 

149 100548 The Gymboree Corporation 500 Howard HART FOUNDRY SQUARE IV, LLC, C/O HEITMAN

CONSENT TO EERO SUBLEASE

AGREEMENT DATED 1/7/2016 (5

HOWARD)

150 101217 Gymboree Retail Stores, Inc. 431 HENDON PROPERTIES LLC STORE LEASE RE: STORE #0431 ‐  GEORGIA SQUARE MALL 

151 101040 Gymboree Retail Stores, Inc. 257 HENDON PROPERTIES LLC STORE LEASE RE: STORE #0257 ‐  RIVERGATE MALL 

Page 19 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 101 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

152 101213 Gymboree Retail Stores, Inc. 427 HIXSON MALL, LLC STORE LEASE RE: STORE #0427 ‐  NORTHGATE MALL (TN) 

153 101924 Gymboree Retail Stores, Inc. 5117 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5117 ‐  OUTLET SHOPPES AT OSHKOSH 

154 101604 Gymboree Retail Stores, Inc. 1713 IMI HUNTSVILLE LLC ‐ STACY S. ANDERSON STORE LEASE RE: STORE #1713 ‐  BRIDGE STREET TOWN CENTRE 

155 100057 The Gymboree Corporation Imperva, Inc. Master License Agreement dated 6/26/2013 

156 100058 The Gymboree Corporation Imperva, Inc. Price Quote 

157 102476 Gymboree Retail Stores, Inc. 6362 JIM WILSON & ASSOC., LLC STORE LEASE RE: STORE #6362 ‐  EDGEWATER MALL 

158 101195 Gymboree Retail Stores, Inc. 409 JOHAL FAMILY TRUST STORE LEASE RE: STORE #0409 ‐ 

BURLINGAME AVENUE 

159 101196 Gymboree Retail Stores, Inc. 409 JOHAL TRUST + AVTAR JOHAL STORE LEASE RE: STORE #0409 ‐ 

BURLINGAME AVENUE 

Page 20 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 102 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

160 102522 Gymboree Retail Stores, Inc. 6397 JONES LANG LASALLE STORE LEASE RE: STORE #6397 ‐ 

MALL 

161 102521 Gymboree Retail Stores, Inc. 6397 JONES LANG LASALLE STORE LEASE RE: STORE #6397 ‐ 

MALL 

162 102506 Gymboree Retail Stores, Inc. 6388 JONES LANG LASALLE STORE LEASE RE: STORE #6388 ‐  PINNACLE AT TUTWILER FARM 

163 101671 Gymboree Retail Stores, Inc. 1772 JONES LANG LASALLE STORE LEASE RE: STORE #1772 ‐  GALLERIA AT FORT LAUDERDALE 

164 101103 Gymboree Retail Stores, Inc. 314 JONES LANG LASALLE STORE LEASE RE: STORE #0314 ‐  WESTGATE MALL 

165 101102 Gymboree Retail Stores, Inc. 314 JONES LANG LASALLE STORE LEASE RE: STORE #0314 ‐  WESTGATE MALL 

166 102507 Gymboree Retail Stores, Inc. 6388 JONES LANG LASALLE AMERICAS INC STORE LEASE RE: STORE #6388 ‐  PINNACLE AT TUTWILER FARM 

167 102536 Gymboree Retail Stores, Inc. 6408 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #6408 ‐ 

AT ABILENE 

Page 21 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 103 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

168 101286 Gymboree Retail Stores, Inc. 497 JONES LANG LASALLE AMERICAS, INC. STORE LEASE RE: STORE #0497 ‐  ROGUE VALLEY MALL 

169 101078 Gymboree Retail Stores, Inc. 295 JONES LANG LASALLE AMERICAS, LLC STORE LEASE RE: STORE #0295 ‐  CHESAPEAKE SQUARE 

170 101079 Gymboree Retail Stores, Inc. 295

JPMCC 2004‐LN2CHESAPEAKE SQUARE MALL,

LLC

STORE LEASE RE: STORE #0295 ‐ 

CHESAPEAKE SQUARE 

171 102315 Gymboree Retail Stores, Inc. 6247 KANE RUSSELL COLEMAN & LOGAN PC STORE LEASE RE: STORE #6247 ‐  WATAUGA TOWNE CENTER 

172 101121 Gymboree Retail Stores, Inc. 331 KEYPOINT PARTNERS LLC STORE LEASE RE: STORE #0331 ‐  UNIVERSITY MALL (VT) 

173 102266 Gymboree Retail Stores, Inc. 6198 KIMCO STORE LEASE RE: STORE #6198 ‐  COPPERWOOD VILLAGE 

174 102502 Gymboree Retail Stores, Inc. 6382 KINGSPORT MALL, LLC STORE LEASE RE: STORE #6382 ‐  KINGSPORT TOWN CENTER 

175 102445 Gymboree Retail Stores, Inc. 6339 KITE REALTY GROUP STORE LEASE RE: STORE #6339 ‐ S

AT MOORE 

Page 22 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 104 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

176 101679 Gymboree Retail Stores, Inc. 1778 KITE REALTY GROUP STORE LEASE RE: STORE #1778 ‐  DELRAY MARKETPLACE 

177 100872 Gymboree Retail Stores, Inc. 82 KUSHNER COMPANIES STORE LEASE RE: STORE #0082 ‐  MONMOUTH MALL 

178 102163 Gymboree Retail Stores, Inc. 6119 LAKEFOREST OWNER LLC STORE LEASE RE: STORE #6119 ‐  LAKEFOREST MALL 

179 102162 Gymboree Retail Stores, Inc. 6119 LAKEFOREST OWNER LLC STORE LEASE RE: STORE #6119 ‐  LAKEFOREST MALL 

180 100882 Gymboree Retail Stores, Inc. 92 LAKEFOREST OWNER LLC STORE LEASE RE: STORE #0092 ‐  LAKEFOREST MALL 

181 100883 Gymboree Retail Stores, Inc. 92 LAKEFOREST OWNER LLC STORE LEASE RE: STORE #0092 ‐  LAKEFOREST MALL 

182 102322 Gymboree Retail Stores, Inc. 6250 LAKES MALL REALTY LLC STORE LEASE RE: STORE #6250 ‐ T

LAKES MALL 

183 101950 Gymboree Retail Stores, Inc. 5144 LAW OFFICE OF JOSHUA F. LAFF LLC STORE LEASE RE: STORE #5144 ‐  PENN'S PURCHASE 

Page 23 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 105 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

184 101947 Gymboree Retail Stores, Inc. 5141 LEEDS RETAIL CENTER, LLC STORE LEASE RE: STORE #5141 ‐ T

SHOPS AT GRAND RIVER 

185 102010 Gymboree Retail Stores, Inc. 5606 LEVIN MANAGEMENT CORPORATION STORE LEASE RE: STORE #5606 ‐  TANGER @ WESTBROOK 

186 102303 Gymboree Retail Stores, Inc. 6236 LITTLE ROCK DEVELOPMENT CO LLC STORE LEASE RE: STORE #6236 ‐  PROMENADE AT CHENAL 

187 102218 Gymboree Retail Stores, Inc. 6162 LOGAN VALLEY MALL MGMT OFFICE STORE LEASE RE: STORE #6162 ‐  LOGAN VALLEY MALL 

188 100534 The Gymboree Corporation Lotte Shopping Co., Ltd.

Amendment No. 2 to Internation

Distribution Agreement dated9/6/2011

189 100314 The Gymboree Corporation Lotte Shopping Co., Ltd.

Amendment No. 2 to the Interna

Distribution Agreement dated9/6/2011

190 100317 The Gymboree Corporation Lotte Shopping Co., Ltd.

Amendment No. 3 to Internation

Distribution Agreement dated8/31/2016

Page 24 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 106 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

191 100316 The Gymboree Corporation Lotte Shopping Co., Ltd.

Amendment No. 3 to Internation

Retail Store and Distribution

Agreement dated 8/31/2016

192 100315 The Gymboree Corporation Lotte Shopping Co., Ltd.

Amendment to International Ret

Store and Distribution Agreemen

dated 8/27/2012

193 100313 The Gymboree Corporation Lotte Shopping Co., Ltd. International Distribution Agreem

dated 9/6/2011 

194 100319 The Gymboree Corporation Lotte Shopping Co., Ltd. Terms and Conditions of Sale dat

9/8/2011 

195 100963 Gymboree Retail Stores, Inc. 182 LSREF3 SPARTAN (GENESEE) LLC STORE LEASE RE: STORE #0182 ‐  GENESEE VALLEY CENTER 

196 101266 Gymboree Retail Stores, Inc. 478 LYCOMING MALL MANAGEMENT OFFICE STORE LEASE RE: STORE #0478 ‐  LYCOMING MALL 

197 101097 Gymboree Retail Stores, Inc. 311 MACERICH CO STORE LEASE RE: STORE #0311 ‐  NORTH PARK MALL 

Page 25 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 107 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

198 101034 Gymboree Retail Stores, Inc. 254 MACERICH CO. STORE LEASE RE: STORE #0254 ‐  SOUTH PLAINS MALL 

199 101098 Gymboree Retail Stores, Inc. 311 MACERICH NORTH PARK MALL LLC STORE LEASE RE: STORE #0311 ‐  NORTH PARK MALL 

200 101035 Gymboree Retail Stores, Inc. 254 MACERICH SOUTH PLAINS LP STORE LEASE RE: STORE #0254 ‐  SOUTH PLAINS MALL 

201 102547 Gymboree Retail Stores, Inc. 6414 MACERICH/WESTCOR STORE LEASE RE: STORE #6414 ‐  SCOTTSDALE FASHION SQUARE 

202 102512 Gymboree Retail Stores, Inc. 6391 MACERICH/WESTCOR STORE LEASE RE: STORE #6391 ‐  SUPERSTITION SPRINGS 

203 102447 Gymboree Retail Stores, Inc. 6340 MADISON MARQUETTE STORE LEASE RE: STORE #6340 ‐ G

EAGLE SQUARE 

204 101336 Gymboree Retail Stores, Inc. 552 MADISON MARQUETTE STORE LEASE RE: STORE #0552 ‐  RICHLAND MALL (OH) 

205 101302 Gymboree Retail Stores, Inc. 515 MADISON MARQUETTE RETAIL SERVICES STORE LEASE RE: STORE #0515 ‐  PACIFIC PLACE 

Page 26 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 108 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

206 102117 Gymboree Retail Stores, Inc. 6086 MADISON MARQUETTE RETAIL SERVICES LLC STORE LEASE RE: STORE #6086 ‐  CHESTERFIELD MALL 

207 101951 Gymboree Retail Stores, Inc. 5144 MADISON MARQUETTE RETAIL SERVICES LLC STORE LEASE RE: STORE #5144 ‐  PENN'S PURCHASE 

208 101169 Gymboree Retail Stores, Inc. 381 MADISON MARQUETTE RETAIL SERVICES LLC STORE LEASE RE: STORE #0381 ‐  CHESTERFIELD MALL 

209 101134 Gymboree Retail Stores, Inc. 344 MADISON MARQUETTE RETAIL SERVICES, LLC STORE LEASE RE: STORE #0344 ‐  INDEPENDENCE MALL 

210 102118 Gymboree Retail Stores, Inc. 6086

MADISON MARQUETTE

RETAIL SERVICES, LLC ASRECEIVER FOR

CHESTERFIELD MALL, LLC

STORE LEASE RE: STORE #6086 ‐ 

CHESTERFIELD MALL 

211 101170 Gymboree Retail Stores, Inc. 381

MADISON MARQUETTE

RETAIL SERVICES, LLC ASRECEIVER FOR

CHESTERFIELD MALL, LLC

STORE LEASE RE: STORE #0381 ‐ 

CHESTERFIELD MALL 

212 102317 Gymboree Retail Stores, Inc. 6248 MAGIC VALLEY MALL STORE LEASE RE: STORE #6248 ‐  MAGIC VALLEY MALL 

213 102537 Gymboree Retail Stores, Inc. 6408 MALL OF ABILENE ‐ MGMT OFFICE STORE LEASE RE: STORE #6408 ‐ 

AT ABILENE 

Page 27 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 109 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

214 101165 Gymboree Retail Stores, Inc. 378 MALL ST. VINCENT STORE LEASE RE: STORE #0378 ‐ 

ST. VINCENT 

215 102438 Gymboree Retail Stores, Inc. 6332 MCKINLEY INC. STORE LEASE RE: STORE #6332 ‐  ALGONQUIN COMMONS 

216 101408 Gymboree Retail Stores, Inc. 621 MCKINLEY INC. STORE LEASE RE: STORE #0621 ‐  ALGONQUIN COMMONS 

217 101623 Gymboree Retail Stores, Inc. 1727 MEADOWS AT LAKE ST LOUIS MGMT OFFICE STORE LEASE RE: STORE #1727 ‐ T

MEADOWS @ LAKE ST. LOUIS 

218 102154 Gymboree Retail Stores, Inc. 6110 MGP X NORTHGATE, LLC STORE LEASE RE: STORE #6110 ‐ 

AT NORTHGATE 

219 101205 Gymboree Retail Stores, Inc. 419 MID RIVERS MALL, LCC STORE LEASE RE: STORE #0419 ‐ 

RIVERS MALL 

220 100858 Gymboree Retail Stores, Inc. 72 MOONBEAM CAPITAL INVESTMENTS LLC STORE LEASE RE: STORE #0072 ‐  GWINNETT PLACE 

221 101095 Gymboree Retail Stores, Inc. 308 MOONBEAM CAPITAL INVESTMENTS LLC STORE LEASE RE: STORE #0308 ‐ W

OAKS MALL 

Page 28 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 110 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

222 101094 Gymboree Retail Stores, Inc. 308 MOONBEAM CAPITAL INVESTMENTS LLC STORE LEASE RE: STORE #0308 ‐ W

OAKS MALL 

223 101485 Gymboree Retail Stores, Inc. 697 MT. PLEASANT TOWNE CENTER STORE LEASE RE: STORE #0697 ‐ 

PLEASANT TOWN CENTRE 

224 101303 Gymboree Retail Stores, Inc. 516 NAMDAR REALTY GROUP STORE LEASE RE: STORE #0516 ‐  PHILLIPSBURG MALL 

225 101200 Gymboree Retail Stores, Inc. 415 NAMDAR REALTY GROUP STORE LEASE RE: STORE #0415 ‐  BEAVER VALLEY MALL 

226 102602 The Gymboree Corporation NASDAQ OMX Corporate Solutions, Inc. Service Order 

227 102601 The Gymboree Corporation NASDAQ OMX Corporate Solutions, LLC Master Services Agreement 

228 102599 The Gymboree Corporation NASDAQ OMX Corporate Solutions, LLC NASDAQ IR Insight Migration Ser

Order 

229 102600 The Gymboree Corporation NASDAQ OMX Group Corporate Services, Inc. Master Services Agreement 

230 100366 The Gymboree Corporation National City Bank of Kentucky Merchant Agreement dated 10/4

Page 29 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 111 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

231 100604 The Gymboree Corporation NCR Canada Corp.

Adoption Agreement for Canada

(Hardware Maintenance Services

dated 9/10/2014

232 100603 The Gymboree Corporation NCR Canada Corp. Adoption Agreement for Canada (Master Agreement) dated 9/10/

233 100595 The Gymboree Corporation NCR Corporation

Amendment #2 to the Hardware

Maintenance Services Addendum

dated 11/20/2015

234 100596 The Gymboree Corporation NCR Corporation

Amendment #3 to the Hardware

Maintenance Services Addendum

dated 5/20/2016

235 100597 The Gymboree Corporation NCR Corporation

Hardware Maintenance ServicesAddendum ‐ The Gymboree

Corporation dated 9/2/2014

236 100593 The Gymboree Corporation NCR Corporation

Master Agreement (Terms and

Conditions for Purchases from NC

the United States) dated 8/22/20

237 100594 The Gymboree Corporation NCR Corporation NCR Product Pricing Addendum d

9/1/2014 

Page 30 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 112 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

238 102000 Gymboree Retail Stores, Inc. 5186 NE DEVELOPMENT STORE LEASE RE: STORE #5186 ‐  OUTLETS AT LITTLE ROCK 

239 102298 Gymboree Retail Stores, Inc. 6231 NORTH RIVERSIDE PARK ASSOCIATES STORE LEASE RE: STORE #6231 ‐  NORTH RIVERSIDE PARK MALL 

240 101436 Gymboree Retail Stores, Inc. 641 NORTHLAKE MALL STORE LEASE RE: STORE #0641 ‐  NORTHLAKE VILLAGE 

241 101268 Gymboree Retail Stores, Inc. 479 NORTHPARK MALL / JOPLIN, LLC STORE LEASE RE: STORE #0479 ‐  NORTHPARK MALL 

242 101159 Gymboree Retail Stores, Inc. 371 NW ARKANDAD MALL REALTY LLC STORE LEASE RE: STORE #0371 ‐  NORTHWEST ARKANSAS MALL 

243 101283 Gymboree Retail Stores, Inc. 495 OBERLIN ANTHONY, LLC

STORE LEASE RE: STORE #0495 ‐ 

RICHLAND MALL/MIDTOWN ATFOREST ACRES

244 102271 Gymboree Retail Stores, Inc. 6206 OLSHAN PROPERTIES/MPI STORE LEASE RE: STORE #6206 ‐ Z

ROSA 

245 101636 Gymboree Retail Stores, Inc. 1743 OLSHAN PROPERTIES/MPI STORE LEASE RE: STORE #1743 ‐ Z

ROSA 

Page 31 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 113 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

246 101220 Gymboree Retail Stores, Inc. 433 OLSHAN PROPERTIES/MPI STORE LEASE RE: STORE #0433 ‐  BAYSHORE MALL 

247 100324 The Gymboree Corporation 500 Howard ORACLE AMERICA, INC.

CONSENT TO EERO SUBLEASE

AGREEMENT DATED 1/7/2016 (5

HOWARD)

248 100953 Gymboree Retail Stores, Inc. 170 PACIFIC RETAIL CAPITAL PARTNERS STORE LEASE RE: STORE #0170 ‐  ESPLANADE MALL 

249 100952 Gymboree Retail Stores, Inc. 169 PARK PLAZA MALL CMBS, LLC STORE LEASE RE: STORE #0169 ‐ 

PLAZA 

250 101207 Gymboree Retail Stores, Inc. 420 PARKDALE MALL STORE LEASE RE: STORE #0420 ‐  PARKDALE MALL 

251 101365 Gymboree Retail Stores, Inc. 583 PATRAS WILLIAMS, LLC STORE LEASE RE: STORE #0583 ‐ 

PRAIRIE 

252 102489 Gymboree Retail Stores, Inc. 6373 PIERRE BOSSIER MALL STORE LEASE RE: STORE #6373 ‐  PIERRE BOSSIER MALL 

253 102490 Gymboree Retail Stores, Inc. 6373 PIERRE BOSSIER MALL, LLC STORE LEASE RE: STORE #6373 ‐  PIERRE BOSSIER MALL 

Page 32 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 114 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

254 102338 Gymboree Retail Stores, Inc. 6261 PLAZA AT JORDAN LANDING, LLC STORE LEASE RE: STORE #6261 ‐  JORDAN LANDING 

255 102423 Gymboree Retail Stores, Inc. 6325 POAG SHOPPING CENTERS, LLC

STORE LEASE RE: STORE #6325 ‐ 

PROMENADE SHOPS AT SAUCON

VALLEY

256 101191 Gymboree Retail Stores, Inc. 406 POM COLLEGE STATION, LLC STORE LEASE RE: STORE #0406 ‐ 

OAK MALL 

257 102219 Gymboree Retail Stores, Inc. 6162 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6162 ‐  LOGAN VALLEY MALL 

258 101277 Gymboree Retail Stores, Inc. 489 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0489 ‐  MAGNOLIA MALL 

259 102405 Gymboree Retail Stores, Inc. 6307 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6307 ‐  SUSQUEHANNA VALLEY MALL 

260 102541 Gymboree Retail Stores, Inc. 6411 PYRAMID COS. STORE LEASE RE: STORE #6411 ‐  AVIATION MALL 

261 102530 Gymboree Retail Stores, Inc. 6403 PYRAMID COS. STORE LEASE RE: STORE #6403 ‐  GALLERIA AT CRYSTAL RUN 

Page 33 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 115 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

262 102527 Gymboree Retail Stores, Inc. 6400 PYRAMID COS. STORE LEASE RE: STORE #6400 ‐  WALDEN GALLERIA 

263 102477 Gymboree Retail Stores, Inc. 6363 PYRAMID COS. STORE LEASE RE: STORE #6363 ‐  CHAMPLAIN CENTRE 

264 102404 Gymboree Retail Stores, Inc. 6304 PYRAMID COS. STORE LEASE RE: STORE #6304 ‐  SALMON RUN MALL 

265 102254 Gymboree Retail Stores, Inc. 6187 PYRAMID COS. STORE LEASE RE: STORE #6187 ‐  HOLYOKE MALL 

266 102253 Gymboree Retail Stores, Inc. 6187 PYRAMID COS. STORE LEASE RE: STORE #6187 ‐  HOLYOKE MALL 

267 102252 Gymboree Retail Stores, Inc. 6186 PYRAMID COS. STORE LEASE RE: STORE #6186 ‐  PALISADES CENTER 

268 102251 Gymboree Retail Stores, Inc. 6186 PYRAMID COS. STORE LEASE RE: STORE #6186 ‐  PALISADES CENTER 

269 100848 Gymboree Retail Stores, Inc. 64 PYRAMID COS. STORE LEASE RE: STORE #0064 ‐  WALDEN GALLERIA 

Page 34 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 116 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

270 100514 The Gymboree Corporation QAS Ltd. QAS Ltd. Worldwide Support Serv

Policy dated 3/1/2009 

271 102316 Gymboree Retail Stores, Inc. 6247 QUINE & ASSOC. STORE LEASE RE: STORE #6247 ‐  WATAUGA TOWNE CENTER 

272 101254 Gymboree Retail Stores, Inc. 465 RACINE MALL, LLC STORE LEASE RE: STORE #0465 ‐  REGENCY MALL 

273 102416 Gymboree Retail Stores, Inc. 6319 RAMCO‐ GERSHENSON, INC STORE LEASE RE: STORE #6319 ‐  BRIDGEWATER FALLS 

274 102403 Gymboree Retail Stores, Inc. 6303 RAMCO‐GERSHENSON PROPERTIES INC STORE LEASE RE: STORE #6303 ‐  WOODBURY LAKES 

275 102407 Gymboree Retail Stores, Inc. 6308 RAMCO‐GERSHENSON PROPERTIES LP STORE LEASE RE: STORE #6308 ‐ 

RANGE VILLAGE 

276 101435 Gymboree Retail Stores, Inc. 639 RAMCO‐GERSHENSON, INC STORE LEASE RE: STORE #0639 ‐ 

AVENUE SHOPPING CENTER 

277 102304 Gymboree Retail Stores, Inc. 6236 RED DEVELOPMENT STORE LEASE RE: STORE #6236 ‐  PROMENADE AT CHENAL 

Page 35 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 117 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

278 101299 Gymboree Retail Stores, Inc. 513 RED DEVELOPMENT STORE LEASE RE: STORE #0513 ‐  SOUTHPOINTE PAVILIONS 

279 101300 Gymboree Retail Stores, Inc. 513 RED DEVELOPMENT, LLC STORE LEASE RE: STORE #0513 ‐  SOUTHPOINTE PAVILIONS 

280 101796 Gymboree Retail Stores, Inc. 3702 RETAIL PROPERTIES OF AMERICA, INC STORE LEASE RE: STORE #3702 ‐  CENTRAL TEXAS MARKETPLACE 

281 101839 Gymboree Retail Stores, Inc. 5037 RETAIL REAL ESTATE CONSULTANTS STORE LEASE RE: STORE #5037 ‐  OUTLETS AT ANTHEM 

282 101847 Gymboree Retail Stores, Inc. 5042 RETAIL REALESTATE CONSULTANTS STORE LEASE RE: STORE #5042 ‐  OUTLETS AT SILVERTHRONE 

283 101907 Gymboree Retail Stores, Inc. 5099 RETAIL REALESTATE CONSULTANTS STORE LEASE RE: STORE #5099 ‐  OUTLETS AT BARSTOW 

284 101619 Gymboree Retail Stores, Inc. 1725 RIVER PARK SQUARE, LLC STORE LEASE RE: STORE #1725 ‐ 

PARK SQUARE 

285 101041 Gymboree Retail Stores, Inc. 257 RIVERGATE MALL ‐ ATTN: GEN MANAGER STORE LEASE RE: STORE #0257 ‐  RIVERGATE MALL 

Page 36 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 118 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

286 101287 Gymboree Retail Stores, Inc. 497 ROGUE VALLEY MALL STORE LEASE RE: STORE #0497 ‐  ROGUE VALLEY MALL 

287 101842 Gymboree Retail Stores, Inc. 5039 ROUSE MANAGEMENT COMPANY, LLC STORE LEASE RE: STORE #5039 ‐  FASHION OUTLET/LAS VEGAS 

288 102264 Gymboree Retail Stores, Inc. 6197 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #6197 ‐ S

SENTER MALL 

289 101279 Gymboree Retail Stores, Inc. 493 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #0493 ‐  WESTWOOD MALL 

290 101271 Gymboree Retail Stores, Inc. 482 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #0482 ‐  NEWPARK MALL 

291 101166 Gymboree Retail Stores, Inc. 378 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #0378 ‐ 

ST. VINCENT 

292 100999 Gymboree Retail Stores, Inc. 216 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #0216 ‐  SPRING HILL MALL 

293 101099 Gymboree Retail Stores, Inc. 312 RPI CARLSBAD, INC. STORE LEASE RE: STORE #0312 ‐ T

SHOPPES AT CARLSBAD 

Page 37 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 119 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

294 101100 Gymboree Retail Stores, Inc. 312 RPI CARLSBAD, LP STORE LEASE RE: STORE #0312 ‐ T

SHOPPES AT CARLSBAD 

295 101282 Gymboree Retail Stores, Inc. 494 RPI GREENVILLE MALL LP STORE LEASE RE: STORE #0494 ‐  GREENVILLE MALL 

296 102250 Gymboree Retail Stores, Inc. 6185 RPI GREENVILLE MALL LP ‐  ATN: GEN COUNS STORE LEASE RE: STORE #6185 ‐  GREENVILLE MALL 

297 101340 Gymboree Retail Stores, Inc. 559 RPI SALISBURY MALL, LLC STORE LEASE RE: STORE #0559 ‐  CENTRE AT SALISBURY 

298 102424 Gymboree Retail Stores, Inc. 6325 SAUCON VALLEY LIFESTYLE CENTER LP

STORE LEASE RE: STORE #6325 ‐ 

PROMENADE SHOPS AT SAUCON

VALLEY

299 102426 Gymboree Retail Stores, Inc. 6325 SAUCON VALLEY LIFESTYLE CENTER, LP

STORE LEASE RE: STORE #6325 ‐ 

PROMENADE SHOPS AT SAUCON

VALLEY

300 102425 Gymboree Retail Stores, Inc. 6325 SAUCON VALLEY LIFESTYLE CENTER, LP

STORE LEASE RE: STORE #6325 ‐ 

PROMENADE SHOPS AT SAUCON

VALLEY

Page 38 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 120 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

301 102548 Gymboree Retail Stores, Inc. 6414 SCOTTSDALE FASHION SQUARE LLC STORE LEASE RE: STORE #6414 ‐  SCOTTSDALE FASHION SQUARE 

302 102265 Gymboree Retail Stores, Inc. 6197 SIKES SENTER STORE LEASE RE: STORE #6197 ‐ S

SENTER MALL 

303 100547 The Gymboree Corporation Simon Management Associates II, LLC Gymboree Seasonal Photo Promo

Agreement dated 1/16/2017 

304 102086 Gymboree Retail Stores, Inc. 6062 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #6062 ‐  SOUTHLAKE TOWN SQUARE 

305 102085 Gymboree Retail Stores, Inc. 6062 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #6062 ‐  SOUTHLAKE TOWN SQUARE 

306 100550 The Gymboree Corporation SOAProjects, Inc. Services Agreement dated 3/12/2

307 100551 The Gymboree Corporation SOAProjects, Inc. Statement of Work to the Service

Agreement dated 3/8/2013 

308 100339 The Gymboree Corporation SoftwareOne, Inc. Services Agreement dated 7/24/2

Page 39 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 121 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

309 100584 The Gymboree Corporation SoftwareOne, Inc. SofwareOne IT Architecture Supp

Services (SOW) dated 2/15/2016 

310 100340 The Gymboree Corporation SoftwareOne, Inc. Statement of Work dated 7/24/2

311 100555 The Gymboree Corporation Source 44 LLC dba Source Intelligence Amendment 001 to the Statemen

Work "Conflict Minerals Complia

Program" dated 8/15/2016 

312 100556 The Gymboree Corporation Source 44 LLC dba Source Intelligence Consulting Agreement dated 11/21/2013 

313 100557 The Gymboree Corporation Source 44 LLC dba Source Intelligence Statement of Work dated 11/21/

314 102494 Gymboree Retail Stores, Inc. 6377 SOUTHGATE MALL ASSOC. STORE LEASE RE: STORE #6377 ‐  SOUTHGATE MALL 

315 102495 Gymboree Retail Stores, Inc. 6377 SOUTHGATE MALL ASSOCIATES, LLP STORE LEASE RE: STORE #6377 ‐  SOUTHGATE MALL 

316 101061 Gymboree Retail Stores, Inc. 277 SOUTHLAKE INDIANA LLC STORE LEASE RE: STORE #0277 ‐  SOUTHLAKE MALL 

Page 40 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 122 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

317 102077 Gymboree Retail Stores, Inc. 6055 SOUTHPARK MALL LLC STORE LEASE RE: STORE #6055 ‐  SOUTHPARK CENTER 

318 101393 Gymboree Retail Stores, Inc. 607 SOUTHY COUNTY SHOPPINGTOWN, LLC STORE LEASE RE: STORE #0607 ‐  SOUTH COUNTY MALL 

319 101407 Gymboree Retail Stores, Inc. 620 SPINOSO MANAGEMENT GROUP, LLC STORE LEASE RE: STORE #0620 ‐  EASTERN SHORE CENTER 

320 100964 Gymboree Retail Stores, Inc. 182 SPINOSO REAL ESTATE GROUP STORE LEASE RE: STORE #0182 ‐  GENESEE VALLEY CENTER 

321 101475 Gymboree Retail Stores, Inc. 687 SRMF TOWN SQUARE OWNER, LLC STORE LEASE RE: STORE #0687 ‐ T

SQUARE @ LAS VEGAS 

322 101474 Gymboree Retail Stores, Inc. 687 SRMF TOWN SQUARE OWNER, LLC STORE LEASE RE: STORE #0687 ‐ T

SQUARE @ LAS VEGAS 

323 102282 Gymboree Retail Stores, Inc. 6217 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #6217 ‐  RIMROCK MALL 

324 101139 Gymboree Retail Stores, Inc. 353 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #0353 ‐  RIMROCK MALL 

Page 41 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 123 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

325 102081 Gymboree Retail Stores, Inc. 6057 ST MALL OWNER, LLC STORE LEASE RE: STORE #6057 ‐ T

SHOPS AT SOUTH TOWN 

326 102080 Gymboree Retail Stores, Inc. 6057 ST MALL OWNER, LLC STORE LEASE RE: STORE #6057 ‐ T

SHOPS AT SOUTH TOWN 

327 101112 Gymboree Retail Stores, Inc. 321 ST MALL OWNER, LLC STORE LEASE RE: STORE #0321 ‐ T

SHOPS AT SOUTH TOWN 

328 101111 Gymboree Retail Stores, Inc. 321 ST MALL OWNER, LLC STORE LEASE RE: STORE #0321 ‐ T

SHOPS AT SOUTH TOWN 

329 102565 Gymboree Retail Stores, Inc. 6427 STAR‐WEST GATEWAY LLC STORE LEASE RE: STORE #6427 ‐  GATEWAY MALL 

330 102075 Gymboree Retail Stores, Inc. 6054 STAR‐WEST GREAT NORTHERN MALL, LLC STORE LEASE RE: STORE #6054 ‐ G

NORTHERN MALL (OH) 

331 100893 Gymboree Retail Stores, Inc. 102 STAR‐WEST GREAT NORTHERN MALL, LLC STORE LEASE RE: STORE #0102 ‐ G

NORTHERN MALL (OH) 

332 101235 Gymboree Retail Stores, Inc. 448 STAR‐WEST SOLANO LLC STORE LEASE RE: STORE #0448 ‐  SOLANO MALL 

Page 42 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 124 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

333 102566 Gymboree Retail Stores, Inc. 6427 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6427 ‐  GATEWAY MALL 

334 102283 Gymboree Retail Stores, Inc. 6217 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6217 ‐  RIMROCK MALL 

335 102078 Gymboree Retail Stores, Inc. 6055 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6055 ‐  SOUTHPARK CENTER 

336 102076 Gymboree Retail Stores, Inc. 6054 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6054 ‐ G

NORTHERN MALL (OH) 

337 101437 Gymboree Retail Stores, Inc. 641 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0641 ‐  NORTHLAKE VILLAGE 

338 101377 Gymboree Retail Stores, Inc. 592 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0592 ‐ S

POINT FASHION PARK 

339 101297 Gymboree Retail Stores, Inc. 510 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0510 ‐  CAPITAL MALL 

340 101236 Gymboree Retail Stores, Inc. 448 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0448 ‐  SOLANO MALL 

Page 43 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 125 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

341 101140 Gymboree Retail Stores, Inc. 353 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0353 ‐  RIMROCK MALL 

342 101062 Gymboree Retail Stores, Inc. 277 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0277 ‐  SOUTHLAKE MALL 

343 101048 Gymboree Retail Stores, Inc. 261 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0261 ‐  FAIRLANE TOWN CENTER 

344 100894 Gymboree Retail Stores, Inc. 102 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0102 ‐ G

NORTHERN MALL (OH) 

345 101142 Gymboree Retail Stores, Inc. 354 STEAMTOWN 300, LLC STORE LEASE RE: STORE #0354 ‐ 

AT STEAMTOWN 

346 101141 Gymboree Retail Stores, Inc. 354 STEAMTOWN 300, LLC STORE LEASE RE: STORE #0354 ‐ 

AT STEAMTOWN 

347 101451 Gymboree Retail Stores, Inc. 669 STOLTZ MANAGEMENT STORE LEASE RE: STORE #0669 ‐  SHOPPES AT HAMILTON 

348 101378 Gymboree Retail Stores, Inc. 592 STONY POINT FASHION PARK STORE LEASE RE: STORE #0592 ‐ S

POINT FASHION PARK 

Page 44 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 126 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

349 100344 The Gymboree Corporation 500 Howard SUN MICROSYSTEMS, INC. SUBLEASE DATED 2/26/2004 (500 HOWARD) 

350 102406 Gymboree Retail Stores, Inc. 6307 SUSQUEHANNA VALLEY MALL ASSO. STORE LEASE RE: STORE #6307 ‐  SUSQUEHANNA VALLEY MALL 

351 102014 Gymboree Retail Stores, Inc. 5611 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5611 ‐  TANGER @ GONZALES 

352 101804 Gymboree Retail Stores, Inc. 5004 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5004 ‐  TANGER @ JEFFERSONVILLE 

353 100907 Gymboree Retail Stores, Inc. 116 THALHIMER STORE LEASE RE: STORE #0116 ‐  REGENCY SQUARE 

354 100908 Gymboree Retail Stores, Inc. 116 THALHIMER STORE LEASE RE: STORE #0116 ‐  REGENCY SQUARE 

355 101658 Gymboree Retail Stores, Inc. 1762 THE BOYER COMPANY STORE LEASE RE: STORE #1762 ‐ T

DISTRICT 

356 102478 Gymboree Retail Stores, Inc. 6363 THE CENTRE AT SALISBURY STORE LEASE RE: STORE #6363 ‐  CHAMPLAIN CENTRE 

Page 45 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 127 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

357 102357 Gymboree Retail Stores, Inc. 6271 THE CORRITORE COMPANY STORE LEASE RE: STORE #6271 ‐  STREETS AT SOUTHGLENN 

358 102299 Gymboree Retail Stores, Inc. 6231 THE FEIL ORGANIZATION STORE LEASE RE: STORE #6231 ‐  NORTH RIVERSIDE PARK MALL 

359 101672 Gymboree Retail Stores, Inc. 1772 THE GALLERIA AT FT. LAUDERDALE STORE LEASE RE: STORE #1772 ‐  GALLERIA AT FORT LAUDERDALE 

360 101106 Gymboree Retail Stores, Inc. 316 THE MGHERRING PROPERTY GROUP, LLC STORE LEASE RE: STORE #0316 ‐ S

CITY GALLERIA 

361 101384 Gymboree Retail Stores, Inc. 599 THE SHOPPES AT ARBOR LAKES STORE LEASE RE: STORE #0599 ‐  SHOPPES AT ARBOR LAKES 

362 101444 Gymboree Retail Stores, Inc. 660 THE SHOPS AT LA CANTERA STORE LEASE RE: STORE #0660 ‐ S

AT LA CANTERA 

363 101952 Gymboree Retail Stores, Inc. 5145 THE WILDER COMPANIES, LTD. STORE LEASE RE: STORE #5145 ‐  ARSENAL MALL 

364 101957 Gymboree Retail Stores, Inc. 5149 THE WOODMONT CO. STORE LEASE RE: STORE #5149 ‐  MEDFORD OUTLET CENTER 

Page 46 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 128 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

365 101913 Gymboree Retail Stores, Inc. 5104 THE WOODMONT CO. STORE LEASE RE: STORE #5104 ‐  LOUISIANA BOARDWALK 

366 101912 Gymboree Retail Stores, Inc. 5104 THE WOODMONT CO. STORE LEASE RE: STORE #5104 ‐  LOUISIANA BOARDWALK 

367 100934 Gymboree Retail Stores, Inc. 147 THE WOODMONT CO. STORE LEASE RE: STORE #0147 ‐ V

RIDGE MALL 

368 101210 Gymboree Retail Stores, Inc. 424 THE WOODSON COMPANY STORE LEASE RE: STORE #0424 ‐ 

VALLEY MALL 

369 101238 Gymboree Retail Stores, Inc. 451 TIGRISWOODS, LLC STORE LEASE RE: STORE #0451 ‐ T

SHOPS AT RIVERWOODS 

370 102164 Gymboree Retail Stores, Inc. 6119 TIMM & GARFINKEL, LLC STORE LEASE RE: STORE #6119 ‐  LAKEFOREST MALL 

371 100884 Gymboree Retail Stores, Inc. 92 TIMM & GARFINKEL, LLC STORE LEASE RE: STORE #0092 ‐  LAKEFOREST MALL 

372 100985 Gymboree Retail Stores, Inc. 201 TIMM & GARFINKEL, LLC STORE LEASE RE: STORE #0201 ‐  STRATFORD SQUARE 

Page 47 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 129 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

373 100225 The Gymboree Corporation Trintech, Inc. Subscription Services Agreement 

7/31/2015 

374 100485 The Gymboree Corporation Troy Berry Consulting Agreement dated 12/1/2014 

375 100486 The Gymboree Corporation Troy Berry Exhibit A to the Consulting Agree

Statement of Work dated 12/1/2

376 100484 The Gymboree Corporation Troy Berry Exhibit C to the Consulting Agree

Statement of Work dated 1/1/20

377 101194 Gymboree Retail Stores, Inc. 408 TUP 130, LLC STORE LEASE RE: STORE #0408 ‐ 

AT BARNES CROSSING 

378 101440 Gymboree Retail Stores, Inc. 643 TURNBERRY ASSOCIATES STORE LEASE RE: STORE #0643 ‐  DESTIN COMMONS 

379 101239 Gymboree Retail Stores, Inc. 452 TURTLE CREEK MALL STORE LEASE RE: STORE #0452 ‐  TURTLE CREEK MALL 

380 101385 Gymboree Retail Stores, Inc. 599 UCR ASSET SERVICES STORE LEASE RE: STORE #0599 ‐  SHOPPES AT ARBOR LAKES 

Page 48 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 130 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

381 101241 Gymboree Retail Stores, Inc. 456 UNIVERSITY MALL, LLC STORE LEASE RE: STORE #0456 ‐  UNIVERSITY MALL (AL) 

382 102335 Gymboree Retail Stores, Inc. 6260 URBAN RETAIL PROPERTIES, INC. STORE LEASE RE: STORE #6260 ‐  ARNOT MALL 

383 100861 Gymboree Retail Stores, Inc. 74 URBAN RETAIL PROPERTIES, INC. STORE LEASE RE: STORE #0074 ‐ T

COUNTY MALL 

384 101328 Gymboree Retail Stores, Inc. 545 URBAN RETAIL PROPERTIES, INC. STORE LEASE RE: STORE #0545 ‐  COLONY SQUARE MALL 

385 101327 Gymboree Retail Stores, Inc. 545 URBAN RETAIL PROPERTIES, INC. STORE LEASE RE: STORE #0545 ‐  COLONY SQUARE MALL 

386 102336 Gymboree Retail Stores, Inc. 6260 URBAN RETAIL PROPERTIES, LLC STORE LEASE RE: STORE #6260 ‐  ARNOT MALL 

387 102486 Gymboree Retail Stores, Inc. 6371 USPG INDIAN LAKE, LLC STORE LEASE RE: STORE #6371 ‐  STREETS OF INDIAN LAKE 

388 101468 Gymboree Retail Stores, Inc. 682 USPG INDIAN LAKE, LLC STORE LEASE RE: STORE #0682 ‐  STREETS OF INDIAN LAKE 

Page 49 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 131 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

389 102257 Gymboree Retail Stores, Inc. 6191 USPG PORTFOLIO FIVE, LLC STORE LEASE RE: STORE #6191 ‐  SHOPPES AT MONTAGE 

390 101337 Gymboree Retail Stores, Inc. 553 VALLEY HILLS MALL STORE LEASE RE: STORE #0553 ‐  VALLEY HILLS MALL 

391 102467 Gymboree Retail Stores, Inc. 6355 VALLEY HILLS MALL, LLC STORE LEASE RE: STORE #6355 ‐  VALLEY HILLS MALL 

392 102466 Gymboree Retail Stores, Inc. 6355 VALLEY HILLS MALL, LLC STORE LEASE RE: STORE #6355 ‐  VALLEY HILLS MALL 

393 101338 Gymboree Retail Stores, Inc. 553 VALLEY HILLS MALL, LLC STORE LEASE RE: STORE #0553 ‐  VALLEY HILLS MALL 

394 101650 Gymboree Retail Stores, Inc. 1755 VALLEY MALL, LLC STORE LEASE RE: STORE #1755 ‐  VALLEY MALL (WA) 

395 101161 Gymboree Retail Stores, Inc. 372 VALLEY WEST DM STORE LEASE RE: STORE #0372 ‐  VALLEY WEST MALL 

396 101240 Gymboree Retail Stores, Inc. 454 VERNON HILLS SHOPPING CENTER, LLC STORE LEASE RE: STORE #0454 ‐  VERNON HILLS SHOPPING CENTE

Page 50 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 132 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

397 102379 Gymboree Retail Stores, Inc. 6287 VESTAR DEVELOPMENT CO. STORE LEASE RE: STORE #6287 ‐  DESERT RIDGE 

398 100655 The Gymboree Corporation Visions Management Proposal dated 4/21/2017 

399 100654 The Gymboree Corporation Visions Management Standard Terms and Conditions d

4/25/2017 

400 102291 Gymboree Retail Stores, Inc. 6225 VORNADO REALTY TRUST STORE LEASE RE: STORE #6225 ‐  OAKDALE MALL 

401 100873 Gymboree Retail Stores, Inc. 82 VORNADO REALTY TRUST STORE LEASE RE: STORE #0082 ‐  MONMOUTH MALL 

402 101156 Gymboree Retail Stores, Inc. 368 VORNADO REALTY TRUST STORE LEASE RE: STORE #0368 ‐  OAKDALE MALL 

403 101688 Gymboree Retail Stores, Inc. 1783 WALTON FOOTHILLS HOLDINGS VI, LLC STORE LEASE RE: STORE #1783 ‐  FOOTHILLS FASHION MALL 

404 100630 The Gymboree Corporation Washington Prime Group L.P. Sponsorship Agreement dated 3/1/2017 

Page 51 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 133 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

405 101209 Gymboree Retail Stores, Inc. 423 WEINGARTEN REALTY INVESTORS STORE LEASE RE: STORE #0423 ‐ 

OAKS SHOPPING CENTER 

406 101117 Gymboree Retail Stores, Inc. 327 WEST ACRES DEVELOPMENT STORE LEASE RE: STORE #0327 ‐ W

ACRES SHOPPING CENTER 

407 101147 Gymboree Retail Stores, Inc. 360 WESTDAY ASSO. LTD PARTNERSHIP STORE LEASE RE: STORE #0360 ‐  PARADISE VALLEY MALL 

408 102552 Gymboree Retail Stores, Inc. 6417 WESTFIELD, INTL STORE LEASE RE: STORE #6417 ‐  COUNTRYSIDE MALL 

409 102377 Gymboree Retail Stores, Inc. 6286 WESTFIELD, INTL STORE LEASE RE: STORE #6286 ‐  MERIDEN SQUARE 

410 102364 Gymboree Retail Stores, Inc. 6278 WESTFIELD, INTL STORE LEASE RE: STORE #6278 ‐  CITRUS PARK TOWN CENTER MA

411 101208 Gymboree Retail Stores, Inc. 422 WESTFIELD, INTL STORE LEASE RE: STORE #0422 ‐  SOUTHGATE PLAZA 

412 101162 Gymboree Retail Stores, Inc. 373 WESTFIELD, INTL STORE LEASE RE: STORE #0373 ‐  MERIDEN SQUARE 

Page 52 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 134 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

413 101280 Gymboree Retail Stores, Inc. 493 WESTWOOD MALL STORE LEASE RE: STORE #0493 ‐  WESTWOOD MALL 

414 102461 Gymboree Retail Stores, Inc. 6352 WILMORITE STORE LEASE RE: STORE #6352 ‐  MARKETPLACE MALL 

415 102241 Gymboree Retail Stores, Inc. 6176 WILMORITE STORE LEASE RE: STORE #6176 ‐  GREECE RIDGE CENTER 

416 102509 Gymboree Retail Stores, Inc. 6390 WILTON MALL LLC STORE LEASE RE: STORE #6390 ‐  WILTON MALL 

417 102510 Gymboree Retail Stores, Inc. 6390 WILTON MALL, LLC C/O MACERICH STORE LEASE RE: STORE #6390 ‐  WILTON MALL 

418 101259 Gymboree Retail Stores, Inc. 469 WIREGRASS MALL ASSOCIATES, LLC STORE LEASE RE: STORE #0469 ‐  WIREGRASS COMMONS 

419 101258 Gymboree Retail Stores, Inc. 469 WIREGRASS MALL ASSOCIATES, LLC STORE LEASE RE: STORE #0469 ‐  WIREGRASS COMMONS 

420 101462 Gymboree Retail Stores, Inc. 676 WOODBURY CORPORATION STORE LEASE RE: STORE #0676 ‐  UNIVERSITY MALL (UT) 

Page 53 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 135 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

421 101461 Gymboree Retail Stores, Inc. 676 WOODBURY CORPORATION STORE LEASE RE: STORE #0676 ‐  UNIVERSITY MALL (UT) 

422 102318 Gymboree Retail Stores, Inc. 6248 WOODBURY CORPORATION STORE LEASE RE: STORE #6248 ‐  MAGIC VALLEY MALL 

423 100410 The Gymboree Corporation WorkJam, Inc. Order Form for the WorkJam Pilo

dated 3/28/2017 

424 102469 Gymboree Retail Stores, Inc. 6357 WP GLIMCHER INC. STORE LEASE RE: STORE #6357 ‐ T

CENTER PLAZA 

425 102505 Gymboree Retail Stores, Inc. 6387 WP GLIMCHER INC. STORE LEASE RE: STORE #6387 ‐  BOWIE TOWN CENTER 

426 101316 Gymboree Retail Stores, Inc. 537 WP GLIMCHER INC. STORE LEASE RE: STORE #0537 ‐  VIRGINIA CENTER COMMONS 

427 102501 Gymboree Retail Stores, Inc. 6381 WP GLIMCHER INC. STORE LEASE RE: STORE #6381 ‐  RUSHMORE MALL 

428 102479 Gymboree Retail Stores, Inc. 6365 WP GLIMCHER INC. STORE LEASE RE: STORE #6365 ‐  LINCOLNWOOD TOWNE CENTER 

Page 54 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 136 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

429 102280 Gymboree Retail Stores, Inc. 6215 WP GLIMCHER INC. STORE LEASE RE: STORE #6215 ‐ 

MALL 

430 100816 Gymboree Retail Stores, Inc. 30 WP GLIMCHER INC. STORE LEASE RE: STORE #0030 ‐  WESTMINSTER MALL 

431 102170 Gymboree Retail Stores, Inc. 6125 WP GLIMCHER INC. STORE LEASE RE: STORE #6125 ‐  WESTMINSTER MALL 

432 101331 Gymboree Retail Stores, Inc. 547 WP GLIMCHER INC. STORE LEASE RE: STORE #0547 ‐ 

MALL 

433 101301 Gymboree Retail Stores, Inc. 514 WP GLIMCHER INC. STORE LEASE RE: STORE #0514 ‐  RUSHMORE MALL 

434 101273 Gymboree Retail Stores, Inc. 484 WP GLIMCHER INC. STORE LEASE RE: STORE #0484 ‐  SUNLAND PARK MALL 

435 101215 Gymboree Retail Stores, Inc. 429 WP GLIMCHER INC. STORE LEASE RE: STORE #0429 ‐ W

RIDGE MALL 

436 101199 Gymboree Retail Stores, Inc. 413 WP GLIMCHER INC. STORE LEASE RE: STORE #0413 ‐  BOYNTON BEACH MALL 

Page 55 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 137 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

437 100925 Gymboree Retail Stores, Inc. 140 WP GLIMCHER INC. STORE LEASE RE: STORE #0140 ‐ W

SHORE PLAZA 

438 101143 Gymboree Retail Stores, Inc. 356 WP GLIMCHER INC. STORE LEASE RE: STORE #0356 ‐  SOUTHERN PARK MALL 

439 101118 Gymboree Retail Stores, Inc. 328 WP GLIMCHER INC. STORE LEASE RE: STORE #0328 ‐  NORTHWOODS MALL (IL) 

440 101054 Gymboree Retail Stores, Inc. 271 WP GLIMCHER INC. STORE LEASE RE: STORE #0271 ‐ G

LAKES MALL 

441 101045 Gymboree Retail Stores, Inc. 259 WP GLIMCHER INC. STORE LEASE RE: STORE #0259 ‐  DAYTON MALL 

442 101025 Gymboree Retail Stores, Inc. 246 WP GLIMCHER INC. STORE LEASE RE: STORE #0246 ‐  SEMINOLE TOWNE CENTER 

443 101006 Gymboree Retail Stores, Inc. 226 WP GLIMCHER INC. STORE LEASE RE: STORE #0226 ‐  CHARLOTTESVILLE FASHION SQU

444 102093 Gymboree Retail Stores, Inc. 6066 WS ASSET MANAGEMENT, INC STORE LEASE RE: STORE #6066 ‐  LEGACY PLACE 

Page 56 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 138 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contra

Leases

445 102183 Gymboree Retail Stores, Inc. 6136 YTC MALL OWNER, LLC STORE LEASE RE: STORE #6136 ‐  YORKTOWN CENTER 

446 102182 Gymboree Retail Stores, Inc. 6136 YTC MALL OWNER, LLC STORE LEASE RE: STORE #6136 ‐  YORKTOWN CENTER 

Page 57 of 57

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 139 of 538
EXHIBIT C-1

Real Property Leases to be Rejected Unless Amended

Certain documents, or portions thereof, contained in this Exhibit C-1 and the Plan 

Supplement remain subject to continuing negotiations among the Debtors and interested parties 

with respect thereto. The Debtors reserve all rights to amend, revise, or supplement the Plan 

Supplement, and any of the documents and designations contained herein, at any time before the 

Effective Date of the Plan, or any such other date as may be provided for by the Plan or by order 

of the Bankruptcy Court.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 140 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1 101548 Gymboree Retail Stores, Inc. 970 1311 MONTANA, LLC STORE LEASE RE: STORE #0970 ‐  MONTANA AVENUE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

2 101717 Gymboree Retail Stores, Inc. 2130 168TH & DODGE LP STORE LEASE RE: STORE #2130 ‐  VILLAGE POINT Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

3 100932 Gymboree Retail Stores, Inc. 146 ALA MOANA CENTER STORE LEASE RE: STORE #0146 ‐ ALA MOANA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

4 101693 Gymboree Retail Stores, Inc. 2105 ALA MOANA CENTER STORE LEASE RE: STORE #2105 ‐ ALA MOANA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

5 101868 Gymboree Retail Stores, Inc. 5065 ALLEN PREMIUM OUTLETS, LP STORE LEASE RE: STORE #5065 ‐ ALLEN PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

6 101255 Gymboree Retail Stores, Inc. 467 ALLIED PROPERTIES, INC. STORE LEASE RE: STORE #0467 ‐  BERKSHIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 1 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 141 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

7 101396 Gymboree Retail Stores, Inc. 612 ALTAMONTE MALL STORE LEASE RE: STORE #0612 ‐  ALTAMONTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

8 101482 Gymboree Retail Stores, Inc. 695 AMCAP, INC. STORE LEASE RE: STORE #0695 ‐  BRINTON LAKE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

9 101070 Gymboree Retail Stores, Inc. 288 AMERICAN ASSESTS STORE LEASE RE: STORE #0288 ‐ DEL MONTE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

10 102046 Gymboree Retail Stores, Inc. 6028 AMERICAN ASSESTS STORE LEASE RE: STORE #6028 ‐  ALAMO QUARRY MARKET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

11 101072 Gymboree Retail Stores, Inc. 289 APACHE MALL STORE LEASE RE: STORE #0289 ‐  APACHE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

12 102130 Gymboree Retail Stores, Inc. 6096 APACHE MALL STORE LEASE RE: STORE #6096 ‐  APACHE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 2 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 142 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

13 102518 Gymboree Retail Stores, Inc. 6396 ASHLEY PARK PROPERTY OWNER LLC STORE LEASE RE: STORE #6396 ‐  ASHLEY PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

14 100972 Gymboree Retail Stores, Inc. 192 AUGUSTA MALL STORE LEASE RE: STORE #0192 ‐  AUGUSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

15 102296 Gymboree Retail Stores, Inc. 6230 AUGUSTA MALL STORE LEASE RE: STORE #6230 ‐  AUGUSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

16 101945 Gymboree Retail Stores, Inc. 5139 AVISON YOUNG STORE LEASE RE: STORE #5139 ‐  SANIBEL OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

17 101946 Gymboree Retail Stores, Inc. 5139 AVISON YOUNG STORE LEASE RE: STORE #5139 ‐  SANIBEL OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

18 102470 Gymboree Retail Stores, Inc. 6358 BAKER BOTTS, LLP STORE LEASE RE: STORE #6358 ‐  BAYBROOK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 3 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 143 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

19 102319 Gymboree Retail Stores, Inc. 6249 BANK OF AMERICA, N.A. STORE LEASE RE: STORE #6249 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

20 101595 Gymboree Retail Stores, Inc. 1708 BANK OF AMERICA, N.A. STORE LEASE RE: STORE #1708 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

21 102519 Gymboree Retail Stores, Inc. 6396 BAYER PROPERTIES, L.L.C STORE LEASE RE: STORE #6396 ‐  ASHLEY PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

22 101129 Gymboree Retail Stores, Inc. 339 BELDEN MALL, LLC STORE LEASE RE: STORE #0339 ‐  BELDEN VILLAGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

23 100866 Gymboree Retail Stores, Inc. 79 BELLEVUE SQUARE MANAGERS, INC STORE LEASE RE: STORE #0079 ‐  BELLEVUE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

24 101490 Gymboree Retail Stores, Inc. 903 BELLEVUE SQUARE MANAGERS, INC STORE LEASE RE: STORE #0903 ‐  BELLEVUE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 4 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 144 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

25 102382 Gymboree Retail Stores, Inc. 6289 BELLIS FAIR. STORE LEASE RE: STORE #6289 ‐ BELLIS FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

26 101256 Gymboree Retail Stores, Inc. 467 BERKSHIRE MALL, LLC STORE LEASE RE: STORE #0467 ‐  BERKSHIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

27 101637 Gymboree Retail Stores, Inc. 1744 BF OWNER, LLC STORE LEASE RE: STORE #1744 ‐  BRADLEY FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

28 100787 Gymboree Retail Stores, Inc. 2 BOHANNON DEVELOPMENT CO. STORE LEASE RE: STORE #0002 ‐  HILLSDALE SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

29 101132 Gymboree Retail Stores, Inc. 342 BOISE TOWNE SQUARE STORE LEASE RE: STORE #0342 ‐ BOISE TOWNE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

30 102123 Gymboree Retail Stores, Inc. 6091 BOISE TOWNE SQUARE STORE LEASE RE: STORE #6091 ‐ BOISE TOWNE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 5 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 145 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

31 101983 Gymboree Retail Stores, Inc. 5169 BOISE VPS LLC STORE LEASE RE: STORE #5169 ‐ BOISE OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

32 100940 Gymboree Retail Stores, Inc. 156 BOULEVARD MALL CO STORE LEASE RE: STORE #0156 ‐  BOULEVARD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

33 101737 Gymboree Retail Stores, Inc. 2144 BP PRUCENTER ACQUISITION LLC STORE LEASE RE: STORE #2144 ‐ SHOPS AT PRUDENTIAL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

34 101738 Gymboree Retail Stores, Inc. 2144 BP PRUCENTER ACQUISITION LLC STORE LEASE RE: STORE #2144 ‐ SHOPS AT PRUDENTIAL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

35 102349 Gymboree Retail Stores, Inc. 6267 BRASS MILLS CENTER STORE LEASE RE: STORE #6267 ‐ BRASS MILL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

36 101018 Gymboree Retail Stores, Inc. 240 BRE/PEARLRIDGE LLC STORE LEASE RE: STORE #0240 ‐  PEARLRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 6 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 146 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

37 101620 Gymboree Retail Stores, Inc. 1726 BV CENTERCAL, LLC STORE LEASE RE: STORE #1726 ‐  BRIDGEPORT VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

38 101007 Gymboree Retail Stores, Inc. 227 CAFARO STORE LEASE RE: STORE #0227 ‐  MILLCREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

39 101114 Gymboree Retail Stores, Inc. 325 CAFARO STORE LEASE RE: STORE #0325 ‐  SOUTH HILL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

40 101148 Gymboree Retail Stores, Inc. 361 CAFARO STORE LEASE RE: STORE #0361 ‐  EASTWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

41 102384 Gymboree Retail Stores, Inc. 6290 CAFARO STORE LEASE RE: STORE #6290 ‐  SANDUSKY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

42 101203 Gymboree Retail Stores, Inc. 418 CAFARO STORE LEASE RE: STORE #0418 ‐  KENTUCKY OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 7 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 147 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

43 101293 Gymboree Retail Stores, Inc. 506 CAFARO STORE LEASE RE: STORE #0506 ‐  HUNTINGTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

44 101298 Gymboree Retail Stores, Inc. 511 CAFARO STORE LEASE RE: STORE #0511 ‐  SPOTSYLVANIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

45 102293 Gymboree Retail Stores, Inc. 6228 CAFARO STORE LEASE RE: STORE #6228 ‐  KENTUCKY OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

46 102269 Gymboree Retail Stores, Inc. 6203 CAFARO STORE LEASE RE: STORE #6203 ‐  MILLCREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

47 102247 Gymboree Retail Stores, Inc. 6182 CAFARO STORE LEASE RE: STORE #6182 ‐  GOVERNOR'S SQUARE (TN) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

48 102094 Gymboree Retail Stores, Inc. 6067 CAFARO STORE LEASE RE: STORE #6067 ‐  HUNTINGTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 8 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 148 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

49 101785 Gymboree Retail Stores, Inc. 2835 CAMARILLO PREMIUM OUTLETS STORE LEASE RE: STORE #2835 ‐  CAMARILLO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

50 101872 Gymboree Retail Stores, Inc. 5071 CAMARILLO PREMIUM OUTLETS STORE LEASE RE: STORE #5071 ‐  CAMARILLO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

51 101879 Gymboree Retail Stores, Inc. 5078 CARLSBAD PREMIUM OUTLETS, LLC STORE LEASE RE: STORE #5078 ‐  CARLSBAD PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

52 102439 Gymboree Retail Stores, Inc. 6333 CAROLINA MALL, LLC STORE LEASE RE: STORE #6333 ‐  CAROLINA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

53 102132 Gymboree Retail Stores, Inc. 6097 CAROLINA PLACE STORE LEASE RE: STORE #6097 ‐  CAROLINA PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

54 100987 Gymboree Retail Stores, Inc. 203 CAUSEWAY LLC STORE LEASE RE: STORE #0203 ‐  LAKESIDE MALL (LA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 9 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 149 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

55 102533 Gymboree Retail Stores, Inc. 6406 CBL & ASSOC. STORE LEASE RE: STORE #6406 ‐  VOLUSIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

56 102532 Gymboree Retail Stores, Inc. 6405 CBL & ASSOC. STORE LEASE RE: STORE #6405 ‐  JEFFERSON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

57 102528 Gymboree Retail Stores, Inc. 6401 CBL & ASSOC. STORE LEASE RE: STORE #6401 ‐  CHERRYVALE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

58 100926 Gymboree Retail Stores, Inc. 141 CBL & ASSOC. STORE LEASE RE: STORE #0141 ‐  LAUREL PARK PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

59 102500 Gymboree Retail Stores, Inc. 6380 CBL & ASSOC. STORE LEASE RE: STORE #6380 ‐  BROOKFIELD SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

60 100991 Gymboree Retail Stores, Inc. 209 CBL & ASSOC. STORE LEASE RE: STORE #0209 ‐  HAMILTON PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 10 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 150 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

61 101008 Gymboree Retail Stores, Inc. 228 CBL & ASSOC. STORE LEASE RE: STORE #0228 ‐ CARY TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

62 101010 Gymboree Retail Stores, Inc. 230 CBL & ASSOC. STORE LEASE RE: STORE #0230 ‐  NORTHWOODS MALL (SC) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

63 101042 Gymboree Retail Stores, Inc. 258 CBL & ASSOC. STORE LEASE RE: STORE #0258 ‐  FAYETTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

64 101063 Gymboree Retail Stores, Inc. 278 CBL & ASSOC. STORE LEASE RE: STORE #0278 ‐  VOLUSIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

65 102441 Gymboree Retail Stores, Inc. 6334 CBL & ASSOC. STORE LEASE RE: STORE #6334 ‐  VALDOSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

66 101108 Gymboree Retail Stores, Inc. 318 CBL & ASSOC. STORE LEASE RE: STORE #0318 ‐ WEST TOWNE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 11 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 151 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

67 101122 Gymboree Retail Stores, Inc. 332 CBL & ASSOC. STORE LEASE RE: STORE #0332 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

68 101131 Gymboree Retail Stores, Inc. 340 CBL & ASSOC. STORE LEASE RE: STORE #0340 ‐  WESTMORELAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

69 101136 Gymboree Retail Stores, Inc. 350 CBL & ASSOC. STORE LEASE RE: STORE #0350 ‐  VALLEY VIEW MALL (VA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

70 101183 Gymboree Retail Stores, Inc. 398 CBL & ASSOC. STORE LEASE RE: STORE #0398 ‐  BROOKFIELD SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

71 101197 Gymboree Retail Stores, Inc. 411 CBL & ASSOC. STORE LEASE RE: STORE #0411 ‐  FRIENDLY SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

72 101198 Gymboree Retail Stores, Inc. 411 CBL & ASSOC. STORE LEASE RE: STORE #0411 ‐  FRIENDLY SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 12 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 152 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

73 101201 Gymboree Retail Stores, Inc. 416 CBL & ASSOC. STORE LEASE RE: STORE #0416 ‐ YORK GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

74 102366 Gymboree Retail Stores, Inc. 6280 CBL & ASSOC. STORE LEASE RE: STORE #6280 ‐ OLD HICKORY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

75 102360 Gymboree Retail Stores, Inc. 6275 CBL & ASSOC. STORE LEASE RE: STORE #6275 ‐  SOUTH COUNTY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

76 102355 Gymboree Retail Stores, Inc. 6270 CBL & ASSOC. STORE LEASE RE: STORE #6270 ‐  ARBOR PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

77 102354 Gymboree Retail Stores, Inc. 6270 CBL & ASSOC. STORE LEASE RE: STORE #6270 ‐  ARBOR PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

78 102341 Gymboree Retail Stores, Inc. 6263 CBL & ASSOC. STORE LEASE RE: STORE #6263 ‐  WIREGRASS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 13 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 153 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

79 101306 Gymboree Retail Stores, Inc. 518 CBL & ASSOC. STORE LEASE RE: STORE #0518 ‐ MALL DEL NORTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

80 102301 Gymboree Retail Stores, Inc. 6232 CBL & ASSOC. STORE LEASE RE: STORE #6232 ‐  TRIANGLE TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

81 102300 Gymboree Retail Stores, Inc. 6232 CBL & ASSOC. STORE LEASE RE: STORE #6232 ‐  TRIANGLE TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

82 102290 Gymboree Retail Stores, Inc. 6224 CBL & ASSOC. STORE LEASE RE: STORE #6224 ‐  PEARLAND TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

83 102285 Gymboree Retail Stores, Inc. 6219 CBL & ASSOC. STORE LEASE RE: STORE #6219 ‐ CROSS CREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

84 102276 Gymboree Retail Stores, Inc. 6210 CBL & ASSOC. STORE LEASE RE: STORE #6210 ‐  PARKDALE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 14 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 154 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

85 101343 Gymboree Retail Stores, Inc. 567 CBL & ASSOC. STORE LEASE RE: STORE #0567 ‐  ARBOR PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

86 101344 Gymboree Retail Stores, Inc. 567 CBL & ASSOC. STORE LEASE RE: STORE #0567 ‐  ARBOR PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

87 101346 Gymboree Retail Stores, Inc. 570 CBL & ASSOC. STORE LEASE RE: STORE #0570 ‐  CHERRYVALE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

88 102274 Gymboree Retail Stores, Inc. 6209 CBL & ASSOC. STORE LEASE RE: STORE #6209 ‐  NORTHPARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

89 102270 Gymboree Retail Stores, Inc. 6205 CBL & ASSOC. STORE LEASE RE: STORE #6205 ‐  PARKWAY PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

90 101380 Gymboree Retail Stores, Inc. 594 CBL & ASSOC. STORE LEASE RE: STORE #0594 ‐ WEST COUNTY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 15 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 155 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

91 101414 Gymboree Retail Stores, Inc. 624 CBL & ASSOC. STORE LEASE RE: STORE #0624 ‐  COASTAL GRAND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

92 101415 Gymboree Retail Stores, Inc. 624 CBL & ASSOC. STORE LEASE RE: STORE #0624 ‐  COASTAL GRAND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

93 101431 Gymboree Retail Stores, Inc. 635 CBL & ASSOC. STORE LEASE RE: STORE #0635 ‐  PARKWAY PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

94 101459 Gymboree Retail Stores, Inc. 675 CBL & ASSOC. STORE LEASE RE: STORE #0675 ‐ CROSS CREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

95 102194 Gymboree Retail Stores, Inc. 6145 CBL & ASSOC. STORE LEASE RE: STORE #6145 ‐  SUNRISE MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

96 102193 Gymboree Retail Stores, Inc. 6144 CBL & ASSOC. STORE LEASE RE: STORE #6144 ‐ ST. CLAIR SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 16 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 156 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

97 102192 Gymboree Retail Stores, Inc. 6144 CBL & ASSOC. STORE LEASE RE: STORE #6144 ‐ ST. CLAIR SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

98 102189 Gymboree Retail Stores, Inc. 6141 CBL & ASSOC. STORE LEASE RE: STORE #6141 ‐ MALL DEL NORTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

99 102186 Gymboree Retail Stores, Inc. 6138 CBL & ASSOC. STORE LEASE RE: STORE #6138 ‐  IMPERIAL VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

100 101689 Gymboree Retail Stores, Inc. 2100 CBL & ASSOC. STORE LEASE RE: STORE #2100 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

101 102150 Gymboree Retail Stores, Inc. 6107 CBL & ASSOC. STORE LEASE RE: STORE #6107 ‐  WESTMORELAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

102 101744 Gymboree Retail Stores, Inc. 2149 CBL & ASSOC. STORE LEASE RE: STORE #2149 ‐  FAYETTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 17 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 157 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

103 102115 Gymboree Retail Stores, Inc. 6085 CBL & ASSOC. STORE LEASE RE: STORE #6085 ‐ OAK PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

104 102113 Gymboree Retail Stores, Inc. 6084 CBL & ASSOC. STORE LEASE RE: STORE #6084 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

105 102112 Gymboree Retail Stores, Inc. 6083 CBL & ASSOC. STORE LEASE RE: STORE #6083 ‐ HANES MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

106 102111 Gymboree Retail Stores, Inc. 6082 CBL & ASSOC. STORE LEASE RE: STORE #6082 ‐  VALLEY VIEW MALL (VA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

107 102091 Gymboree Retail Stores, Inc. 6065 CBL & ASSOC. STORE LEASE RE: STORE #6065 ‐  FRIENDLY SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

108 102090 Gymboree Retail Stores, Inc. 6065 CBL & ASSOC. STORE LEASE RE: STORE #6065 ‐  FRIENDLY SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 18 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 158 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

109 102082 Gymboree Retail Stores, Inc. 6060 CBL & ASSOC. STORE LEASE RE: STORE #6060 ‐  LAYTON HILLS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

110 102060 Gymboree Retail Stores, Inc. 6042 CBL & ASSOC. STORE LEASE RE: STORE #6042 ‐  LAUREL PARK PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

111 102245 Gymboree Retail Stores, Inc. 6180 CBRE STORE LEASE RE: STORE #6180 ‐  SOUTHERN HILLS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

112 101227 Gymboree Retail Stores, Inc. 442 CBRE, INC STORE LEASE RE: STORE #0442 ‐  OAKLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

113 100902 Gymboree Retail Stores, Inc. 109 CENTENNIAL REAL ESTATE MANAGEMENT, LLC STORE LEASE RE: STORE #0109 ‐ FOX VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

114 102025 Gymboree Retail Stores, Inc. 6004 CENTENNIAL REAL ESTATE MANAGEMENT, LLC STORE LEASE RE: STORE #6004 ‐  MAINPLACE SANTA ANA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 19 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 159 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

115 101621 Gymboree Retail Stores, Inc. 1726 CENTERCAL PROPERTIES STORE LEASE RE: STORE #1726 ‐  BRIDGEPORT VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

116 101935 Gymboree Retail Stores, Inc. 5130 CENTRALIA OUTLETS LLC STORE LEASE RE: STORE #5130 ‐  CENTRALIA OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

117 100802 Gymboree Retail Stores, Inc. 16 CHERRY HILL CENTER, LLC STORE LEASE RE: STORE #0016 ‐  CHERRY HILL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

118 101059 Gymboree Retail Stores, Inc. 276 CHESTERFIELD TOWNE CENTER STORE LEASE RE: STORE #0276 ‐  CHESTERFIELD TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

119 102133 Gymboree Retail Stores, Inc. 6098 CHESTERFIELD TOWNE CENTER STORE LEASE RE: STORE #6098 ‐  CHESTERFIELD TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

120 100966 Gymboree Retail Stores, Inc. 187 CITADEL MALL REALTY LLC STORE LEASE RE: STORE #0187 ‐ THE CITADEL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 20 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 160 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

121 101021 Gymboree Retail Stores, Inc. 242 CLACKAMAS TOWN CENTER STORE LEASE RE: STORE #0242 ‐  CLACKAMAS TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

122 101894 Gymboree Retail Stores, Inc. 5089 CLINTON CROSSING PREMIUM OUTLETS

STORE LEASE RE: STORE #5089 ‐ 

CLINTON CROSSING PREMIUM

OUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

123 102222 Gymboree Retail Stores, Inc. 6164 CNL COMMERCIAL REAL ESTATE, INC STORE LEASE RE: STORE #6164 ‐  VILLAGE AT SANDHILL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

124 101483 Gymboree Retail Stores, Inc. 696 CNL COMMERCIAL REAL ESTATE, INC STORE LEASE RE: STORE #0696 ‐  VILLAGE AT SANDHILL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

125 100970 Gymboree Retail Stores, Inc. 191 COLUMBIANA CENTRE STORE LEASE RE: STORE #0191 ‐  COLUMBIANA CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

126 100827 Gymboree Retail Stores, Inc. 41 CONTINENTAL RETAIL PROPERTY SERVICES STORE LEASE RE: STORE #0041 ‐  GALLERIA OF MT. LEBANON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 21 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 161 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

127 101533 Gymboree Retail Stores, Inc. 951 CONTINENTAL RETAIL PROPERTY SERVICES STORE LEASE RE: STORE #0951 ‐  GALLERIA OF MT. LEBANON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

128 101123 Gymboree Retail Stores, Inc. 332 COOLSPRINGS MALL, LLC STORE LEASE RE: STORE #0332 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

129 101690 Gymboree Retail Stores, Inc. 2100 COOLSPRINGS MALL, LLC STORE LEASE RE: STORE #2100 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

130 102114 Gymboree Retail Stores, Inc. 6084 COOLSPRINGS MALL, LLC STORE LEASE RE: STORE #6084 ‐  COOLSPRINGS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

131 101225 Gymboree Retail Stores, Inc. 441 CORAL RIDGE MALL STORE LEASE RE: STORE #0441 ‐ CORAL RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

132 102121 Gymboree Retail Stores, Inc. 6090 CORAL RIDGE MALL STORE LEASE RE: STORE #6090 ‐ CORAL RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 22 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 162 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

133 101398 Gymboree Retail Stores, Inc. 614 CORE PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #0614 ‐  HAMBURG PAVILION Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

134 101583 Gymboree Retail Stores, Inc. 1702 CORE PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #1702 ‐  FORUM @ PEACHTREE PARKWAY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

135 101631 Gymboree Retail Stores, Inc. 1736 CORE PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #1736 ‐  AVENUE FORSYTH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

136 102432 Gymboree Retail Stores, Inc. 6329 CORONADO CENTER STORE LEASE RE: STORE #6329 ‐  CORONADO CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

137 101488 Gymboree Retail Stores, Inc. 901 CORTE MADERA VILLAGE LLC STORE LEASE RE: STORE #0901 ‐  VILLAGE AT CORTE MADERA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

138 101419 Gymboree Retail Stores, Inc. 628 CP COMMERCIAL DELAWARE, LLC STORE LEASE RE: STORE #0628 ‐  CROCKER PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 23 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 163 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

139 101659 Gymboree Retail Stores, Inc. 1764 CP VENTURE FIVE ‐ APC LLC STORE LEASE RE: STORE #1764 ‐  AVENUE @ PEACHTREE CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

140 101660 Gymboree Retail Stores, Inc. 1764 CP VENTURE FIVE ‐ APC LLC STORE LEASE RE: STORE #1764 ‐  AVENUE @ PEACHTREE CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

141 101661 Gymboree Retail Stores, Inc. 1764 CP VENTURE FIVE ‐ APC LLC STORE LEASE RE: STORE #1764 ‐  AVENUE @ PEACHTREE CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

142 101854 Gymboree Retail Stores, Inc. 5049 CPG FINANCE I, LLC STORE LEASE RE: STORE #5049 ‐  CAROLINA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

143 101851 Gymboree Retail Stores, Inc. 5046 CPG PARTNERS, LP STORE LEASE RE: STORE #5046 ‐  ALBERTVILLE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

144 102324 Gymboree Retail Stores, Inc. 6251 CPT ‐ ARLINGTON HIGHLANDS I, LP STORE LEASE RE: STORE #6251 ‐  ARLINGTON HEIGHTS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 24 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 164 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

145 102323 Gymboree Retail Stores, Inc. 6251 CPT ‐ ARLINGTON HIGHLANDS I, LP STORE LEASE RE: STORE #6251 ‐  ARLINGTON HEIGHTS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

146 101647 Gymboree Retail Stores, Inc. 1754 CPT ‐ LOUISVILLE I LLC STORE LEASE RE: STORE #1754 ‐  PADDOCK SHOPS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

147 101648 Gymboree Retail Stores, Inc. 1754 CPT ‐ LOUISVILLE I LLC STORE LEASE RE: STORE #1754 ‐  PADDOCK SHOPS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

148 101844 Gymboree Retail Stores, Inc. 5041 CRAIG REALTY GROUP STORE LEASE RE: STORE #5041 ‐  OUTLETS AT CASTLE ROCK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

149 101891 Gymboree Retail Stores, Inc. 5087 CRAIG REALTY GROUP STORE LEASE RE: STORE #5087 ‐  CITADEL OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

150 101902 Gymboree Retail Stores, Inc. 5096 CRAIG REALTY GROUP STORE LEASE RE: STORE #5096 ‐  OUTLETS AT LOVELAND Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 25 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 165 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

151 101931 Gymboree Retail Stores, Inc. 5126 CRAIG REALTY GROUP STORE LEASE RE: STORE #5126 ‐  OUTLETS AT TRAVERSE MOUNTAIN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

152 101970 Gymboree Retail Stores, Inc. 5160 CRAIG REALTY GROUP STORE LEASE RE: STORE #5160 ‐  WISCONSIN DELLS OUTLET CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

153 102020 Gymboree Retail Stores, Inc. 5617 CRAIG REALTY GROUP STORE LEASE RE: STORE #5617 ‐  OUTLETS AT CASTLE ROCK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

154 102286 Gymboree Retail Stores, Inc. 6219 CROSS CREEK MALL SPE, L.P. STORE LEASE RE: STORE #6219 ‐ CROSS CREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

155 101460 Gymboree Retail Stores, Inc. 675 CROSS CREEK MALL SPE, L.P. STORE LEASE RE: STORE #0675 ‐ CROSS CREEK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

156 101231 Gymboree Retail Stores, Inc. 446 CROSSROADS CENTER (MN) STORE LEASE RE: STORE #0446 ‐  CROSSROADS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 26 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 166 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

157 100942 Gymboree Retail Stores, Inc. 160 CUMBERLAND MALL STORE LEASE RE: STORE #0160 ‐  CUMBERLAND MALL (GA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

158 102408 Gymboree Retail Stores, Inc. 6309 CUMBERLAND MALL STORE LEASE RE: STORE #6309 ‐  CUMBERLAND MALL (NJ) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

159 102258 Gymboree Retail Stores, Inc. 6192 CUMBERLAND MALL STORE LEASE RE: STORE #6192 ‐  CUMBERLAND MALL (GA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

160 101724 Gymboree Retail Stores, Inc. 2133 CUSHMAN & WAKEFIELD STORE LEASE RE: STORE #2133 ‐  CARMEL PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

161 100837 Gymboree Retail Stores, Inc. 53 DANBURY FAIR MALL STORE LEASE RE: STORE #0053 ‐  DANBURY FAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

162 101705 Gymboree Retail Stores, Inc. 2118 DANBURY MALL, LLC STORE LEASE RE: STORE #2118 ‐  DANBURY FAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 27 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 167 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

163 102216 Gymboree Retail Stores, Inc. 6161 DARTMOUTH MALL STORE LEASE RE: STORE #6161 ‐  DARTMOUTH MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

164 101728 Gymboree Retail Stores, Inc. 2135 DAVID AND VICTORIA YOLEN STORE LEASE RE: STORE #2135 ‐  GREENWICH VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

165 102243 Gymboree Retail Stores, Inc. 6178 DAYTONA MALL VENTURE, LLC STORE LEASE RE: STORE #6178 ‐  DAYTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

166 102389 Gymboree Retail Stores, Inc. 6294 DDR CORP. STORE LEASE RE: STORE #6294 ‐  BANDERA POINTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

167 101353 Gymboree Retail Stores, Inc. 576 DDR CORP. STORE LEASE RE: STORE #0576 ‐ DEER PARK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

168 101388 Gymboree Retail Stores, Inc. 605 DDR CORP. STORE LEASE RE: STORE #0605 ‐  BIRKDALE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 28 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 168 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

169 101556 Gymboree Retail Stores, Inc. 978 DDR CORP. STORE LEASE RE: STORE #0978 ‐  BIRKDALE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

170 101799 Gymboree Retail Stores, Inc. 3705 DDR CORP. STORE LEASE RE: STORE #3705 ‐  BROOKSIDE MARKETPLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

171 101246 Gymboree Retail Stores, Inc. 460 DEERBROOK MALL STORE LEASE RE: STORE #0460 ‐  DEERBROOK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

172 101071 Gymboree Retail Stores, Inc. 288 DEL MONTE REGIONAL MALL, LLC STORE LEASE RE: STORE #0288 ‐ DEL MONTE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

173 101575 Gymboree Retail Stores, Inc. 997 DENVILLE UNION HILL, L.L.C. STORE LEASE RE: STORE #0997 ‐  SHOPPES AT UNION HILL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

174 101852 Gymboree Retail Stores, Inc. 5047 DESERT HILLS PREMIUM OUTLETS STORE LEASE RE: STORE #5047 ‐  DESERT HILLS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 29 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 169 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

175 102390 Gymboree Retail Stores, Inc. 6294 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #6294 ‐  BANDERA POINTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

176 102340 Gymboree Retail Stores, Inc. 6262 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #6262 ‐  VILLAGE AT STONE OAK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

177 102339 Gymboree Retail Stores, Inc. 6262 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #6262 ‐  VILLAGE AT STONE OAK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

178 101354 Gymboree Retail Stores, Inc. 576 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #0576 ‐ DEER PARK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

179 101389 Gymboree Retail Stores, Inc. 605 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #0605 ‐  BIRKDALE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

180 101558 Gymboree Retail Stores, Inc. 979 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #0979 ‐  BIRKDALE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 30 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 170 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

181 101588 Gymboree Retail Stores, Inc. 1705 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #1705 ‐  VILLAGE AT STONE OAK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

182 101589 Gymboree Retail Stores, Inc. 1705 DEVELOPERS DIVERSIFIED REALTY CORP STORE LEASE RE: STORE #1705 ‐  VILLAGE AT STONE OAK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

183 101800 Gymboree Retail Stores, Inc. 3705 DEVELOPERS DIVERSIFIED REALTY CORP. STORE LEASE RE: STORE #3705 ‐  BROOKSIDE MARKETPLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

184 101928 Gymboree Retail Stores, Inc. 5123 DEVILS LAKE ROAD LLC STORE LEASE RE: STORE #5123 ‐  LINCOLN CITY OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

185 101929 Gymboree Retail Stores, Inc. 5123 DEVILS LAKE ROAD LLC STORE LEASE RE: STORE #5123 ‐  LINCOLN CITY OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

186 101332 Gymboree Retail Stores, Inc. 549 DORAN MANAGEMENT, LLC. STORE LEASE RE: STORE #0549 ‐  TAMARACK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 31 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 171 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

187 101445 Gymboree Retail Stores, Inc. 661 DOS LAGOS CRN LLC STORE LEASE RE: STORE #0661 ‐ SHOPS AT DOS LAGOS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

188 101743 Gymboree Retail Stores, Inc. 2148 EAST 67TH STREET OWNERS, INC. STORE LEASE RE: STORE #2148 ‐ 1150 THIRD AVENUE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

189 101382 Gymboree Retail Stores, Inc. 598 EASTON TOWN CENTER, LLC STORE LEASE RE: STORE #0598 ‐  EASTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

190 101733 Gymboree Retail Stores, Inc. 2142 EASTON TOWN CENTER, LLC STORE LEASE RE: STORE #2142 ‐  EASTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

191 101665 Gymboree Retail Stores, Inc. 1767 EASTRIDGE MALL (WY) STORE LEASE RE: STORE #1767 ‐  EASTRIDGE MALL (WY) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

192 101555 Gymboree Retail Stores, Inc. 975 EASTVIEW MALL LLC STORE LEASE RE: STORE #0975 ‐  EASTVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 32 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 172 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

193 101772 Gymboree Retail Stores, Inc. 2825 EDINBURGH PREMIUM OUTLETS STORE LEASE RE: STORE #2825 ‐  EDINBURGH PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

194 102434 Gymboree Retail Stores, Inc. 6330 ENTERPRISE EAGLE PASS ASSOCIATES, LP STORE LEASE RE: STORE #6330 ‐ MALL DE LAS AGUILAS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

195 101446 Gymboree Retail Stores, Inc. 661 EQUIMAX MANAGEMENT STORE LEASE RE: STORE #0661 ‐ SHOPS AT DOS LAGOS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

196 101662 Gymboree Retail Stores, Inc. 1765 EQUITY ONE (NORTHEAST PORTFOLIO) INC STORE LEASE RE: STORE #1765 ‐  SOUTHBURY GREEN Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

197 101593 Gymboree Retail Stores, Inc. 1707 F. MAXWELL EVANS STORE LEASE RE: STORE #1707 ‐  LACENTERRA @ CINCO RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

198 101877 Gymboree Retail Stores, Inc. 5076 F/C KITTERY DEVELOPMENT, LLC STORE LEASE RE: STORE #5076 ‐  KITTERY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 33 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 173 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

199 100954 Gymboree Retail Stores, Inc. 172 FASHION PLACE STORE LEASE RE: STORE #0172 ‐  FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

200 101722 Gymboree Retail Stores, Inc. 2132 FASHION PLACE STORE LEASE RE: STORE #2132 ‐  FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

201 101137 Gymboree Retail Stores, Inc. 351 FASHION SHOW MALL STORE LEASE RE: STORE #0351 ‐  FASHION SHOW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

202 101491 Gymboree Retail Stores, Inc. 906 FASHION SHOW MALL STORE LEASE RE: STORE #0906 ‐  FASHION SHOW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

203 101043 Gymboree Retail Stores, Inc. 258 FAYETTE MALL, SPE, LLC STORE LEASE RE: STORE #0258 ‐  FAYETTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

204 101745 Gymboree Retail Stores, Inc. 2149 FAYETTE MALL, SPE, LLC STORE LEASE RE: STORE #2149 ‐  FAYETTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 34 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 174 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

205 102485 Gymboree Retail Stores, Inc. 6369 FEDERAL REALTY STORE LEASE RE: STORE #6369 ‐  ESCONDIDO PROMENADE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

206 102419 Gymboree Retail Stores, Inc. 6322 FEDERAL REALTY STORE LEASE RE: STORE #6322 ‐  WILLOW LAWN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

207 102330 Gymboree Retail Stores, Inc. 6255 FEDERAL REALTY STORE LEASE RE: STORE #6255 ‐ WHITE MARSH MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

208 101053 Gymboree Retail Stores, Inc. 269 FEED BAG, INC. STORE LEASE RE: STORE #0269 ‐  LAUREL VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

209 102018 Gymboree Retail Stores, Inc. 5615 FFO REALTY STORE LEASE RE: STORE #5615 ‐  OUTLETS AT MISSISSIPPI Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

210 101089 Gymboree Retail Stores, Inc. 303 FIRST COLONY MALL MANAGEMENT OFFICE STORE LEASE RE: STORE #0303 ‐ FIRST COLONY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 35 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 175 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

211 101573 Gymboree Retail Stores, Inc. 995 FIRST COLONY MALL MANAGEMENT OFFICE STORE LEASE RE: STORE #0995 ‐ FIRST COLONY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

212 101534 Gymboree Retail Stores, Inc. 953 FIRST INTERSTATE PROPERTIES LTD STORE LEASE RE: STORE #0953 ‐  LEGACY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

213 101626 Gymboree Retail Stores, Inc. 1729 FIRST INTERSTATE PROPERTIES LTD STORE LEASE RE: STORE #1729 ‐  LEGACY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

214 101627 Gymboree Retail Stores, Inc. 1729 FIRST INTERSTATE PROPERTIES LTD STORE LEASE RE: STORE #1729 ‐  LEGACY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

215 101355 Gymboree Retail Stores, Inc. 577 FLATIRON HOLDING, LLC. STORE LEASE RE: STORE #0577 ‐  FLATIRON CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

216 101356 Gymboree Retail Stores, Inc. 577 FLATIRON PROPERTY HOLDING, LLC STORE LEASE RE: STORE #0577 ‐  FLATIRON CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 36 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 176 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

217 101092 Gymboree Retail Stores, Inc. 306 FLORENCE MALL STORE LEASE RE: STORE #0306 ‐  FLORENCE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

218 102220 Gymboree Retail Stores, Inc. 6163 FLORENCE MALL STORE LEASE RE: STORE #6163 ‐  FLORENCE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

219 101853 Gymboree Retail Stores, Inc. 5048

FOLSOM PREMIUM OUTLETS/ SIMON FINANCING

PARTNERSHIPI LP

STORE LEASE RE: STORE #5048 ‐ 

FOLSOM PREMIUM OUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

220 100808 Gymboree Retail Stores, Inc. 24 FOREST CITY COMMERCIAL MGMT, INC STORE LEASE RE: STORE #0024 ‐  SOUTH BAY GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

221 102128 Gymboree Retail Stores, Inc. 6094 FOREST CITY COMMERCIAL MGMT, INC STORE LEASE RE: STORE #6094 ‐  SOUTH BAY GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

222 100809 Gymboree Retail Stores, Inc. 24 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0024 ‐  SOUTH BAY GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 37 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 177 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

223 100941 Gymboree Retail Stores, Inc. 156 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0156 ‐  BOULEVARD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

224 101000 Gymboree Retail Stores, Inc. 217 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0217 ‐  CHARLESTON TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

225 101086 Gymboree Retail Stores, Inc. 301 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0301 ‐  GALLERIA AT SUNSET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

226 102307 Gymboree Retail Stores, Inc. 6238 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6238 ‐  ANTELOPE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

227 101347 Gymboree Retail Stores, Inc. 572 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0572 ‐  PROMENADE IN TEMECULA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

228 102242 Gymboree Retail Stores, Inc. 6177 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6177 ‐ THE SHOPS AT WIREGRASS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 38 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 178 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

229 101481 Gymboree Retail Stores, Inc. 694 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #0694 ‐ THE SHOPS AT WIREGRASS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

230 101673 Gymboree Retail Stores, Inc. 1773 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #1773 ‐ SHORT PUMP TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

231 102129 Gymboree Retail Stores, Inc. 6094 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6094 ‐  SOUTH BAY GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

232 102101 Gymboree Retail Stores, Inc. 6074 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6074 ‐  ROBINSON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

233 102100 Gymboree Retail Stores, Inc. 6073 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6073 ‐ SHORT PUMP TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

234 102098 Gymboree Retail Stores, Inc. 6070 FOREST CITY DEVELOPMENT STORE LEASE RE: STORE #6070 ‐  PROMENADE IN TEMECULA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 39 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 179 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

235 102237 Gymboree Retail Stores, Inc. 6174 FORT SMITH MALL, LLC STORE LEASE RE: STORE #6174 ‐  CENTRAL MALL (AR) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

236 101584 Gymboree Retail Stores, Inc. 1702 FORUM AT PEACHTREE PARKWAY STORE LEASE RE: STORE #1702 ‐  FORUM @ PEACHTREE PARKWAY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

237 100949 Gymboree Retail Stores, Inc. 167 FOUR SEASONS TOWN CENTRE STORE LEASE RE: STORE #0167 ‐ FOUR SEASONS TOWN CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

238 102209 Gymboree Retail Stores, Inc. 6155 FOX RIVER MALL, STORE LEASE RE: STORE #6155 ‐ FOX RIVER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

239 100903 Gymboree Retail Stores, Inc. 109 FOX VALLEY MALL STORE LEASE RE: STORE #0109 ‐ FOX VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

240 101390 Gymboree Retail Stores, Inc. 606 G&I VI PROMENADE, LLC STORE LEASE RE: STORE #0606 ‐ SHOPS AT CENTERRA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 40 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 180 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

241 101726 Gymboree Retail Stores, Inc. 2134 G&I VII REDMOND RETAIL LLC STORE LEASE RE: STORE #2134 ‐  REDMOND TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

242 101250 Gymboree Retail Stores, Inc. 463 GEMINI PROPERTY MGMT, LLC. STORE LEASE RE: STORE #0463 ‐  JOHNSTOWN GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

243 102563 Gymboree Retail Stores, Inc. 6426 GENERAL GROWTH CO. STORE LEASE RE: STORE #6426 ‐  TUCSON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

244 102557 Gymboree Retail Stores, Inc. 6422 GENERAL GROWTH CO. STORE LEASE RE: STORE #6422 ‐  MEADOWS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

245 102554 Gymboree Retail Stores, Inc. 6420 GENERAL GROWTH CO. STORE LEASE RE: STORE #6420 ‐ TOWN EAST MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

246 102539 Gymboree Retail Stores, Inc. 6410 GENERAL GROWTH CO. STORE LEASE RE: STORE #6410 ‐ RED CLIFFS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 41 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 181 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

247 100792 Gymboree Retail Stores, Inc. 8 GENERAL GROWTH CO. STORE LEASE RE: STORE #0008 ‐  STONESTOWN GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

248 100798 Gymboree Retail Stores, Inc. 14 GENERAL GROWTH CO. STORE LEASE RE: STORE #0014 ‐  GLENDALE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

249 100810 Gymboree Retail Stores, Inc. 25 GENERAL GROWTH CO. STORE LEASE RE: STORE #0025 ‐  WOODBRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

250 100814 Gymboree Retail Stores, Inc. 27 GENERAL GROWTH CO. STORE LEASE RE: STORE #0027 ‐  PARAMUS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

251 100835 Gymboree Retail Stores, Inc. 51 GENERAL GROWTH CO. STORE LEASE RE: STORE #0051 ‐  STATEN ISLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

252 100839 Gymboree Retail Stores, Inc. 54 GENERAL GROWTH CO. STORE LEASE RE: STORE #0054 ‐  CHRISTIANA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 42 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 182 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

253 100844 Gymboree Retail Stores, Inc. 61 GENERAL GROWTH CO. STORE LEASE RE: STORE #0061 ‐  ALDERWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

254 100845 Gymboree Retail Stores, Inc. 61 GENERAL GROWTH CO. STORE LEASE RE: STORE #0061 ‐  ALDERWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

255 100854 Gymboree Retail Stores, Inc. 69 GENERAL GROWTH CO. STORE LEASE RE: STORE #0069 ‐ ST. LOUIS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

256 100868 Gymboree Retail Stores, Inc. 81 GENERAL GROWTH CO. STORE LEASE RE: STORE #0081 ‐  TOWSON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

257 100875 Gymboree Retail Stores, Inc. 84 GENERAL GROWTH CO. STORE LEASE RE: STORE #0084 ‐  GALLERIA AT TYLER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

258 100876 Gymboree Retail Stores, Inc. 85 GENERAL GROWTH CO. STORE LEASE RE: STORE #0085 ‐  BAYBROOK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 43 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 183 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

259 100878 Gymboree Retail Stores, Inc. 87 GENERAL GROWTH CO. STORE LEASE RE: STORE #0087 ‐  NORTHBROOK COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

260 100880 Gymboree Retail Stores, Inc. 90 GENERAL GROWTH CO. STORE LEASE RE: STORE #0090 ‐  LAKESIDE MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

261 100886 Gymboree Retail Stores, Inc. 96 GENERAL GROWTH CO. STORE LEASE RE: STORE #0096 ‐  WILLOWBROOK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

262 100888 Gymboree Retail Stores, Inc. 97 GENERAL GROWTH CO. STORE LEASE RE: STORE #0097 ‐  PERIMETER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

263 100891 Gymboree Retail Stores, Inc. 100 GENERAL GROWTH CO. STORE LEASE RE: STORE #0100 ‐  KENWOOD TOWNE CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

264 102516 Gymboree Retail Stores, Inc. 6395 GENERAL GROWTH CO. STORE LEASE RE: STORE #6395 ‐  VISALIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 44 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 184 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

265 100895 Gymboree Retail Stores, Inc. 103 GENERAL GROWTH CO. STORE LEASE RE: STORE #0103 ‐ THE MALL IN COLUMBIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

266 100915 Gymboree Retail Stores, Inc. 129 GENERAL GROWTH CO. STORE LEASE RE: STORE #0129 ‐  NORTH STAR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

267 100916 Gymboree Retail Stores, Inc. 130 GENERAL GROWTH CO. STORE LEASE RE: STORE #0130 ‐  HULEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

268 100918 Gymboree Retail Stores, Inc. 131 GENERAL GROWTH CO. STORE LEASE RE: STORE #0131 ‐  TUCSON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

269 100923 Gymboree Retail Stores, Inc. 137 GENERAL GROWTH CO. STORE LEASE RE: STORE #0137 ‐  RIVERCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

270 100933 Gymboree Retail Stores, Inc. 146 GENERAL GROWTH CO. STORE LEASE RE: STORE #0146 ‐ ALA MOANA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 45 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 185 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

271 100943 Gymboree Retail Stores, Inc. 160 GENERAL GROWTH CO. STORE LEASE RE: STORE #0160 ‐  CUMBERLAND MALL (GA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

272 100947 Gymboree Retail Stores, Inc. 165 GENERAL GROWTH CO. STORE LEASE RE: STORE #0165 ‐  LYNNHAVEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

273 100950 Gymboree Retail Stores, Inc. 167 GENERAL GROWTH CO. STORE LEASE RE: STORE #0167 ‐ FOUR SEASONS TOWN CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

274 100955 Gymboree Retail Stores, Inc. 172 GENERAL GROWTH CO. STORE LEASE RE: STORE #0172 ‐  FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

275 100960 Gymboree Retail Stores, Inc. 180 GENERAL GROWTH CO. STORE LEASE RE: STORE #0180 ‐  OXMOOR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

276 100967 Gymboree Retail Stores, Inc. 188 GENERAL GROWTH CO. STORE LEASE RE: STORE #0188 ‐  GOVERNOR'S SQUARE (FL) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 46 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 186 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

277 100969 Gymboree Retail Stores, Inc. 189 GENERAL GROWTH CO. STORE LEASE RE: STORE #0189 ‐  PEMBROKE LAKES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

278 100971 Gymboree Retail Stores, Inc. 191 GENERAL GROWTH CO. STORE LEASE RE: STORE #0191 ‐  COLUMBIANA CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

279 100973 Gymboree Retail Stores, Inc. 192 GENERAL GROWTH CO. STORE LEASE RE: STORE #0192 ‐  AUGUSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

280 100978 Gymboree Retail Stores, Inc. 197 GENERAL GROWTH CO. STORE LEASE RE: STORE #0197 ‐  MAINE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

281 100980 Gymboree Retail Stores, Inc. 199 GENERAL GROWTH CO. STORE LEASE RE: STORE #0199 ‐ PARK CITY CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

282 101002 Gymboree Retail Stores, Inc. 220 GENERAL GROWTH CO. STORE LEASE RE: STORE #0220 ‐  VALLEY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 47 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 187 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

283 101004 Gymboree Retail Stores, Inc. 221 GENERAL GROWTH CO. STORE LEASE RE: STORE #0221 ‐  SHOPPES AT BUCKLAND HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

284 101013 Gymboree Retail Stores, Inc. 232 GENERAL GROWTH CO. STORE LEASE RE: STORE #0232 ‐ THE OAKS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

285 101016 Gymboree Retail Stores, Inc. 238 GENERAL GROWTH CO. STORE LEASE RE: STORE #0238 ‐ THE WOODLANDS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

286 101020 Gymboree Retail Stores, Inc. 241 GENERAL GROWTH CO. STORE LEASE RE: STORE #0241 ‐  NORTHTOWN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

287 101022 Gymboree Retail Stores, Inc. 242 GENERAL GROWTH CO. STORE LEASE RE: STORE #0242 ‐  CLACKAMAS TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

288 101026 Gymboree Retail Stores, Inc. 248 GENERAL GROWTH CO. STORE LEASE RE: STORE #0248 ‐  CAROLINA PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 48 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 188 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

289 101049 Gymboree Retail Stores, Inc. 262 GENERAL GROWTH CO. STORE LEASE RE: STORE #0262 ‐ PARKS AT ARLINGTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

290 101055 Gymboree Retail Stores, Inc. 272 GENERAL GROWTH CO. STORE LEASE RE: STORE #0272 ‐  PEACHTREE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

291 101058 Gymboree Retail Stores, Inc. 275 GENERAL GROWTH CO. STORE LEASE RE: STORE #0275 ‐  WESTROADS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

292 101073 Gymboree Retail Stores, Inc. 289 GENERAL GROWTH CO. STORE LEASE RE: STORE #0289 ‐  APACHE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

293 101082 Gymboree Retail Stores, Inc. 298 GENERAL GROWTH CO. STORE LEASE RE: STORE #0298 ‐  COASTLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

294 101083 Gymboree Retail Stores, Inc. 299 GENERAL GROWTH CO. STORE LEASE RE: STORE #0299 ‐  NORTHRIDGE FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 49 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 189 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

295 101090 Gymboree Retail Stores, Inc. 303 GENERAL GROWTH CO. STORE LEASE RE: STORE #0303 ‐ FIRST COLONY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

296 101093 Gymboree Retail Stores, Inc. 306 GENERAL GROWTH CO. STORE LEASE RE: STORE #0306 ‐  FLORENCE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

297 102436 Gymboree Retail Stores, Inc. 6331 GENERAL GROWTH CO. STORE LEASE RE: STORE #6331 ‐ OTAY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

298 102433 Gymboree Retail Stores, Inc. 6329 GENERAL GROWTH CO. STORE LEASE RE: STORE #6329 ‐  CORONADO CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

299 101107 Gymboree Retail Stores, Inc. 317 GENERAL GROWTH CO. STORE LEASE RE: STORE #0317 ‐ PARK MEADOWS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

300 102429 Gymboree Retail Stores, Inc. 6327 GENERAL GROWTH CO. STORE LEASE RE: STORE #6327 ‐  NORTHRIDGE FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 50 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 190 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

301 101124 Gymboree Retail Stores, Inc. 334 GENERAL GROWTH CO. STORE LEASE RE: STORE #0334 ‐  OAKVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

302 101133 Gymboree Retail Stores, Inc. 342 GENERAL GROWTH CO. STORE LEASE RE: STORE #0342 ‐ BOISE TOWNE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

303 101138 Gymboree Retail Stores, Inc. 351 GENERAL GROWTH CO. STORE LEASE RE: STORE #0351 ‐  FASHION SHOW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

304 102401 Gymboree Retail Stores, Inc. 6302 GENERAL GROWTH CO. STORE LEASE RE: STORE #6302 ‐  CROSSROADS MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

305 101157 Gymboree Retail Stores, Inc. 370 GENERAL GROWTH CO. STORE LEASE RE: STORE #0370 ‐  GREENWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

306 101173 Gymboree Retail Stores, Inc. 386 GENERAL GROWTH CO. STORE LEASE RE: STORE #0386 ‐ MALL OF LOUISIANA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 51 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 191 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

307 101181 Gymboree Retail Stores, Inc. 395 GENERAL GROWTH CO. STORE LEASE RE: STORE #0395 ‐  MEADOWS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

308 101189 Gymboree Retail Stores, Inc. 403 GENERAL GROWTH CO. STORE LEASE RE: STORE #0403 ‐  COLUMBIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

309 102383 Gymboree Retail Stores, Inc. 6289 GENERAL GROWTH CO. STORE LEASE RE: STORE #6289 ‐ BELLIS FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

310 101222 Gymboree Retail Stores, Inc. 438 GENERAL GROWTH CO. STORE LEASE RE: STORE #0438 ‐  MARKET PLACE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

311 101226 Gymboree Retail Stores, Inc. 441 GENERAL GROWTH CO. STORE LEASE RE: STORE #0441 ‐ CORAL RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

312 101232 Gymboree Retail Stores, Inc. 446 GENERAL GROWTH CO. STORE LEASE RE: STORE #0446 ‐  CROSSROADS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 52 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 192 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

313 102352 Gymboree Retail Stores, Inc. 6269 GENERAL GROWTH CO. STORE LEASE RE: STORE #6269 ‐  SHOPPES AT BUCKLAND HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

314 102350 Gymboree Retail Stores, Inc. 6267 GENERAL GROWTH CO. STORE LEASE RE: STORE #6267 ‐ BRASS MILL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

315 101247 Gymboree Retail Stores, Inc. 460 GENERAL GROWTH CO. STORE LEASE RE: STORE #0460 ‐  DEERBROOK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

316 101269 Gymboree Retail Stores, Inc. 480 GENERAL GROWTH CO. STORE LEASE RE: STORE #0480 ‐  VISALIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

317 101274 Gymboree Retail Stores, Inc. 485 GENERAL GROWTH CO. STORE LEASE RE: STORE #0485 ‐ RIVER HILLS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

318 101294 Gymboree Retail Stores, Inc. 507 GENERAL GROWTH CO. STORE LEASE RE: STORE #0507 ‐  SOONER FASHION MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 53 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 193 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

319 102297 Gymboree Retail Stores, Inc. 6230 GENERAL GROWTH CO. STORE LEASE RE: STORE #6230 ‐  AUGUSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

320 101329 Gymboree Retail Stores, Inc. 546 GENERAL GROWTH CO. STORE LEASE RE: STORE #0546 ‐  SPOKANE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

321 101350 Gymboree Retail Stores, Inc. 574 GENERAL GROWTH CO. STORE LEASE RE: STORE #0574 ‐  RIVERTOWN CROSSINGS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

322 101357 Gymboree Retail Stores, Inc. 578 GENERAL GROWTH CO. STORE LEASE RE: STORE #0578 ‐  STONEBRIAR CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

323 102268 Gymboree Retail Stores, Inc. 6201 GENERAL GROWTH CO. STORE LEASE RE: STORE #6201 ‐  PINNACLE HILLS PROMENADE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

324 102259 Gymboree Retail Stores, Inc. 6192 GENERAL GROWTH CO. STORE LEASE RE: STORE #6192 ‐  CUMBERLAND MALL (GA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 54 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 194 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

325 101397 Gymboree Retail Stores, Inc. 612 GENERAL GROWTH CO. STORE LEASE RE: STORE #0612 ‐  ALTAMONTE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

326 101403 Gymboree Retail Stores, Inc. 619 GENERAL GROWTH CO. STORE LEASE RE: STORE #0619 ‐  OGLETHORPE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

327 101422 Gymboree Retail Stores, Inc. 630 GENERAL GROWTH CO. STORE LEASE RE: STORE #0630 ‐  JORDAN CREEK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

328 101450 Gymboree Retail Stores, Inc. 668 GENERAL GROWTH CO. STORE LEASE RE: STORE #0668 ‐  PINNACLE HILLS PROMENADE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

329 101463 Gymboree Retail Stores, Inc. 677 GENERAL GROWTH CO. STORE LEASE RE: STORE #0677 ‐ OTAY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

330 102229 Gymboree Retail Stores, Inc. 6168 GENERAL GROWTH CO. STORE LEASE RE: STORE #6168 ‐  NESHAMINY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 55 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 195 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

331 102227 Gymboree Retail Stores, Inc. 6167 GENERAL GROWTH CO. STORE LEASE RE: STORE #6167 ‐  SHOPPES AT RIVER CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

332 102221 Gymboree Retail Stores, Inc. 6163 GENERAL GROWTH CO. STORE LEASE RE: STORE #6163 ‐  FLORENCE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

333 101492 Gymboree Retail Stores, Inc. 906 GENERAL GROWTH CO. STORE LEASE RE: STORE #0906 ‐  FASHION SHOW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

334 101502 Gymboree Retail Stores, Inc. 916 GENERAL GROWTH CO. STORE LEASE RE: STORE #0916 ‐ SHOPS AT MERRICK PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

335 101509 Gymboree Retail Stores, Inc. 925 GENERAL GROWTH CO. STORE LEASE RE: STORE #0925 ‐ ST. LOUIS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

336 101512 Gymboree Retail Stores, Inc. 930 GENERAL GROWTH CO. STORE LEASE RE: STORE #0930 ‐  NORTHBROOK COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 56 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 196 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

337 102214 Gymboree Retail Stores, Inc. 6158 GENERAL GROWTH CO. STORE LEASE RE: STORE #6158 ‐  GLENBROOK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

338 101528 Gymboree Retail Stores, Inc. 948 GENERAL GROWTH CO. STORE LEASE RE: STORE #0948 ‐  OXMOOR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

339 101531 Gymboree Retail Stores, Inc. 950 GENERAL GROWTH CO. STORE LEASE RE: STORE #0950 ‐ THE WOODLANDS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

340 101545 Gymboree Retail Stores, Inc. 964 GENERAL GROWTH CO. STORE LEASE RE: STORE #0964 ‐  TOWSON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

341 102212 Gymboree Retail Stores, Inc. 6157 GENERAL GROWTH CO. STORE LEASE RE: STORE #6157 ‐ PARK CITY CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

342 102210 Gymboree Retail Stores, Inc. 6155 GENERAL GROWTH CO. STORE LEASE RE: STORE #6155 ‐ FOX RIVER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 57 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 197 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

343 101574 Gymboree Retail Stores, Inc. 995 GENERAL GROWTH CO. STORE LEASE RE: STORE #0995 ‐ FIRST COLONY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

344 102205 Gymboree Retail Stores, Inc. 6152 GENERAL GROWTH CO. STORE LEASE RE: STORE #6152 ‐  OAKVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

345 101607 Gymboree Retail Stores, Inc. 1716 GENERAL GROWTH CO. STORE LEASE RE: STORE #1716 ‐  SHOPPES AT RIVER CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

346 102184 Gymboree Retail Stores, Inc. 6137 GENERAL GROWTH CO. STORE LEASE RE: STORE #6137 ‐  GLENDALE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

347 101656 Gymboree Retail Stores, Inc. 1760 GENERAL GROWTH CO. STORE LEASE RE: STORE #1760 ‐  GRAND TETON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

348 101666 Gymboree Retail Stores, Inc. 1767 GENERAL GROWTH CO. STORE LEASE RE: STORE #1767 ‐  EASTRIDGE MALL (WY) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 58 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 198 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

349 101694 Gymboree Retail Stores, Inc. 2105 GENERAL GROWTH CO. STORE LEASE RE: STORE #2105 ‐ ALA MOANA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

350 101704 Gymboree Retail Stores, Inc. 2117 GENERAL GROWTH CO. STORE LEASE RE: STORE #2117 ‐  NORTH STAR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

351 101723 Gymboree Retail Stores, Inc. 2132 GENERAL GROWTH CO. STORE LEASE RE: STORE #2132 ‐  FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

352 102147 Gymboree Retail Stores, Inc. 6105 GENERAL GROWTH CO. STORE LEASE RE: STORE #6105 ‐  JORDAN CREEK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

353 102143 Gymboree Retail Stores, Inc. 6103 GENERAL GROWTH CO. STORE LEASE RE: STORE #6103 ‐ QUAIL SPRINGS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

354 102141 Gymboree Retail Stores, Inc. 6102 GENERAL GROWTH CO. STORE LEASE RE: STORE #6102 ‐  GREENWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 59 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 199 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

355 102139 Gymboree Retail Stores, Inc. 6101 GENERAL GROWTH CO. STORE LEASE RE: STORE #6101 ‐  RIVERTOWN CROSSINGS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

356 102131 Gymboree Retail Stores, Inc. 6096 GENERAL GROWTH CO. STORE LEASE RE: STORE #6096 ‐  APACHE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

357 102125 Gymboree Retail Stores, Inc. 6092 GENERAL GROWTH CO. STORE LEASE RE: STORE #6092 ‐  SPOKANE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

358 102124 Gymboree Retail Stores, Inc. 6091 GENERAL GROWTH CO. STORE LEASE RE: STORE #6091 ‐ BOISE TOWNE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

359 102122 Gymboree Retail Stores, Inc. 6090 GENERAL GROWTH CO. STORE LEASE RE: STORE #6090 ‐ CORAL RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

360 102119 Gymboree Retail Stores, Inc. 6087 GENERAL GROWTH CO. STORE LEASE RE: STORE #6087 ‐  COLUMBIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 60 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 200 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

361 102109 Gymboree Retail Stores, Inc. 6081 GENERAL GROWTH CO. STORE LEASE RE: STORE #6081 ‐  OGLETHORPE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

362 102107 Gymboree Retail Stores, Inc. 6079 GENERAL GROWTH CO. STORE LEASE RE: STORE #6079 ‐  RIVERCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

363 102087 Gymboree Retail Stores, Inc. 6063 GENERAL GROWTH CO. STORE LEASE RE: STORE #6063 ‐  LYNNHAVEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

364 102072 Gymboree Retail Stores, Inc. 6052 GENERAL GROWTH CO. STORE LEASE RE: STORE #6052 ‐  STREETS AT SOUTHPOINT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

365 102030 Gymboree Retail Stores, Inc. 6007 GENERAL GROWTH CO. STORE LEASE RE: STORE #6007 ‐  WOODBRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

366 102044 Gymboree Retail Stores, Inc. 6024 GENERAL GROWTH CO. STORE LEASE RE: STORE #6024 ‐  PARAMUS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 61 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 201 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

367 102047 Gymboree Retail Stores, Inc. 6029 GENERAL GROWTH CO. STORE LEASE RE: STORE #6029 ‐  WILLOWBROOK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

368 102051 Gymboree Retail Stores, Inc. 6033 GENERAL GROWTH CO. STORE LEASE RE: STORE #6033 ‐  LAKESIDE MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

369 102053 Gymboree Retail Stores, Inc. 6034 GENERAL GROWTH CO. STORE LEASE RE: STORE #6034 ‐  MAYFAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

370 102054 Gymboree Retail Stores, Inc. 6034 GENERAL GROWTH CO. STORE LEASE RE: STORE #6034 ‐  MAYFAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

371 102064 Gymboree Retail Stores, Inc. 6045 GENERAL GROWTH CO. STORE LEASE RE: STORE #6045 ‐  VALLEY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

372 100804 Gymboree Retail Stores, Inc. 17 GENERAL GROWTH PROPERTIES STORE LEASE RE: STORE #0017 ‐  BRIDGEWATER COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 62 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 202 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

373 102179 Gymboree Retail Stores, Inc. 6134 GENERAL GROWTH PROPERTIES STORE LEASE RE: STORE #6134 ‐  HULEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

374 100914 Gymboree Retail Stores, Inc. 128 GENERAL GROWTH PROPERTIES, INC STORE LEASE RE: STORE #0128 ‐  WILLOWBROOK MALL (NJ) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

375 100856 Gymboree Retail Stores, Inc. 71 GENERAL GROWTH PROPERTIES, INC. STORE LEASE RE: STORE #0071 ‐  RIDGEDALE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

376 101372 Gymboree Retail Stores, Inc. 589 GENERAL GROWTH PROPERTIES, INC. STORE LEASE RE: STORE #0589 ‐  STREETS AT SOUTHPOINT Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

377 101496 Gymboree Retail Stores, Inc. 909 GENERAL GROWTH PROPERTIES, INC. STORE LEASE RE: STORE #0909 ‐  BRIDGEWATER COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

378 101561 Gymboree Retail Stores, Inc. 981 GEORGE VLANTIS & JAMES VLANTIS STORE LEASE RE: STORE #0981 ‐  CHESTNUT STREET Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 63 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 203 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

379 102442 Gymboree Retail Stores, Inc. 6334 GF VALDOSTA, LLC STORE LEASE RE: STORE #6334 ‐  VALDOSTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

380 101753 Gymboree Retail Stores, Inc. 2808 GILROY PREMIUM OUTLETS, LLC STORE LEASE RE: STORE #2808 ‐  GILROY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

381 101826 Gymboree Retail Stores, Inc. 5027 GILROY PREMIUM OUTLETS, LLC STORE LEASE RE: STORE #5027 ‐  GILROY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

382 102215 Gymboree Retail Stores, Inc. 6158 GLENBROOK SQUARE STORE LEASE RE: STORE #6158 ‐  GLENBROOK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

383 100799 Gymboree Retail Stores, Inc. 14 GLENDALE GALLERIA STORE LEASE RE: STORE #0014 ‐  GLENDALE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

384 102185 Gymboree Retail Stores, Inc. 6137 GLENDALE GALLERIA STORE LEASE RE: STORE #6137 ‐  GLENDALE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 64 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 204 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

385 101911 Gymboree Retail Stores, Inc. 5103 GLIMCHER CO. STORE LEASE RE: STORE #5103 ‐ THE OUTLET COLLECTION/SEATTLE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

386 101605 Gymboree Retail Stores, Inc. 1714 GOULSTON & STORRS , P.C. STORE LEASE RE: STORE #1714 ‐  LEGACY PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

387 101400 Gymboree Retail Stores, Inc. 616 GOULSTON & STORRS, P.C. STORE LEASE RE: STORE #0616 ‐ DERBY SHOPPES Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

388 100968 Gymboree Retail Stores, Inc. 188 GOVERNOR'S SQUARE STORE LEASE RE: STORE #0188 ‐  GOVERNOR'S SQUARE (FL) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

389 101678 Gymboree Retail Stores, Inc. 1777 GRACO REAL ESTATE DEVELOPMENT, INC STORE LEASE RE: STORE #1777 ‐ THE COMMONS AT NORTHPARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

390 101657 Gymboree Retail Stores, Inc. 1760 GRAND TETON MALL STORE LEASE RE: STORE #1760 ‐  GRAND TETON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 65 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 205 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

391 100988 Gymboree Retail Stores, Inc. 203 GREATER LAKESIDE CORP. STORE LEASE RE: STORE #0203 ‐  LAKESIDE MALL (LA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

392 101158 Gymboree Retail Stores, Inc. 370 GREENWOOD MALL STORE LEASE RE: STORE #0370 ‐  GREENWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

393 102142 Gymboree Retail Stores, Inc. 6102 GREENWOOD MALL STORE LEASE RE: STORE #6102 ‐  GREENWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

394 101822 Gymboree Retail Stores, Inc. 5023 GROVE CITY FACTORY SHOPS L.P. STORE LEASE RE: STORE #5023 ‐  GROVE CITY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

395 102452 Gymboree Retail Stores, Inc. 6345 H/S VICTORIA, LP STORE LEASE RE: STORE #6345 ‐  VICTORIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

396 100992 Gymboree Retail Stores, Inc. 209 HAMILTON PLACE CMBS, LLC STORE LEASE RE: STORE #0209 ‐  HAMILTON PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 66 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 206 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

397 100930 Gymboree Retail Stores, Inc. 145 HAWTHORN MALL STORE LEASE RE: STORE #0145 ‐  HAWTHORN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

398 100931 Gymboree Retail Stores, Inc. 145 HAWTHORN, LP STORE LEASE RE: STORE #0145 ‐  HAWTHORN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

399 101634 Gymboree Retail Stores, Inc. 1739 HILL MANAGEMENT SERVICES STORE LEASE RE: STORE #1739 ‐  WESTVIEW PROMENADE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

400 102344 Gymboree Retail Stores, Inc. 6264 HILL PARTNERS, INC. STORE LEASE RE: STORE #6264 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

401 101411 Gymboree Retail Stores, Inc. 623 HILL PARTNERS, INC. STORE LEASE RE: STORE #0623 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

402 102287 Gymboree Retail Stores, Inc. 6220 HINES GLOBAL / DHA STORE LEASE RE: STORE #6220 ‐  AVENUE MURFREESBORO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 67 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 207 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

403 101601 Gymboree Retail Stores, Inc. 1712 HINES GLOBAL / DHA STORE LEASE RE: STORE #1712 ‐  AVENUE MURFREESBORO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

404 102288 Gymboree Retail Stores, Inc. 6220 HINES GLOBAL REIT 2615 MED CTR PRKWY LLC STORE LEASE RE: STORE #6220 ‐  AVENUE MURFREESBORO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

405 101602 Gymboree Retail Stores, Inc. 1712 HINES GLOBAL REIT 2615 MED CTR PRKWY LLC STORE LEASE RE: STORE #1712 ‐  AVENUE MURFREESBORO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

406 101638 Gymboree Retail Stores, Inc. 1744 HINKLE ELKOURI LAW FIRM L.L.C. STORE LEASE RE: STORE #1744 ‐  BRADLEY FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

407 101849 Gymboree Retail Stores, Inc. 5044 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5044 ‐  OUTLET SHOPPES @ EL PASO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

408 101915 Gymboree Retail Stores, Inc. 5106 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5106 ‐  GETTYSBURG OUTLET SHOPPES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 68 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 208 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

409 101949 Gymboree Retail Stores, Inc. 5143 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5143 ‐  OUTLET SHOPPES AT FREMONT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

410 101995 Gymboree Retail Stores, Inc. 5182 HOWARD HUGES CORPORATION STORE LEASE RE: STORE #5182 ‐  OUTLET COLLECTION AT RIVERWALK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

411 100788 Gymboree Retail Stores, Inc. 2 HSC HOLDINGS, LLC STORE LEASE RE: STORE #0002 ‐  HILLSDALE SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

412 101427 Gymboree Retail Stores, Inc. 632 HUDSON VILLAGE DEVELOPMENT CO LTD STORE LEASE RE: STORE #0632 ‐ FIRST & MAIN Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

413 101428 Gymboree Retail Stores, Inc. 632 HUDSON VILLAGE FINANCE COMPANY, LLC STORE LEASE RE: STORE #0632 ‐ FIRST & MAIN Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

414 100917 Gymboree Retail Stores, Inc. 130 HULEN MALL STORE LEASE RE: STORE #0130 ‐  HULEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 69 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 209 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

415 102180 Gymboree Retail Stores, Inc. 6134 HULEN MALL STORE LEASE RE: STORE #6134 ‐  HULEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

416 102513 Gymboree Retail Stores, Inc. 6392 HULL STOREY GIBSON STORE LEASE RE: STORE #6392 ‐  VILLAGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

417 102453 Gymboree Retail Stores, Inc. 6345 HULL STOREY GIBSON STORE LEASE RE: STORE #6345 ‐  VICTORIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

418 102440 Gymboree Retail Stores, Inc. 6333 HULL STOREY GIBSON STORE LEASE RE: STORE #6333 ‐  CAROLINA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

419 101651 Gymboree Retail Stores, Inc. 1756 HUNT VALLEY TOWNE CENTRE LLC STORE LEASE RE: STORE #1756 ‐ HUNT VALLEY TOWNE CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

420 101454 Gymboree Retail Stores, Inc. 672 IA CRANBERRY SPECIALTY, LP STORE LEASE RE: STORE #0672 ‐  STREETS OF CRANBERRY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 70 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 210 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

421 101683 Gymboree Retail Stores, Inc. 1781 IMI JEFFERSON POINTE, LLC STORE LEASE RE: STORE #1781 ‐  JEFFERSON POINTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

422 102292 Gymboree Retail Stores, Inc. 6227 INTER‐CAL REAL ESTATE CORP. STORE LEASE RE: STORE #6227 ‐  FOUNTAINS AT ROSEVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

423 101455 Gymboree Retail Stores, Inc. 672 INVENTRUST PROPERTY MANAGEMENT STORE LEASE RE: STORE #0672 ‐  STREETS OF CRANBERRY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

424 101609 Gymboree Retail Stores, Inc. 1717 JACKSON WALKER L.L.P STORE LEASE RE: STORE #1717 ‐ RICE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

425 102542 Gymboree Retail Stores, Inc. 6412 JAMESTOWN SOUTH SHORE CENTER, L.P. STORE LEASE RE: STORE #6412 ‐  ALAMEDA SOUTH SHORE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

426 102544 Gymboree Retail Stores, Inc. 6412 JAMESTOWN SOUTH SHORE CENTER, LP STORE LEASE RE: STORE #6412 ‐  ALAMEDA SOUTH SHORE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 71 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 211 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

427 102543 Gymboree Retail Stores, Inc. 6412 JAMESTOWN SOUTH SHORE CENTER, LP STORE LEASE RE: STORE #6412 ‐  ALAMEDA SOUTH SHORE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

428 101653 Gymboree Retail Stores, Inc. 1758 JBG/WOODBRIDGE RETAIL, LLC STORE LEASE RE: STORE #1758 ‐  STONEBRIDGE AT POTOMAC Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

429 101684 Gymboree Retail Stores, Inc. 1781 JEFFERSON POINTE SHOPPING CENTER STORE LEASE RE: STORE #1781 ‐  JEFFERSON POINTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

430 101960 Gymboree Retail Stores, Inc. 5154 JOHN J. SAUNDERS & SUSAN S. SAUNDERS STORE LEASE RE: STORE #5154 ‐ 48 MAIN STREET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

431 101834 Gymboree Retail Stores, Inc. 5034 JOHN P HICKS STORE LEASE RE: STORE #5034 ‐  FRENCH MOUNTAIN COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

432 102550 Gymboree Retail Stores, Inc. 6415 JONES LANG LASALLE STORE LEASE RE: STORE #6415 ‐  SOUTH PARK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 72 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 212 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

433 102549 Gymboree Retail Stores, Inc. 6415 JONES LANG LASALLE STORE LEASE RE: STORE #6415 ‐  SOUTH PARK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

434 102481 Gymboree Retail Stores, Inc. 6367 JONES LANG LASALLE STORE LEASE RE: STORE #6367 ‐  WESTGATE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

435 100996 Gymboree Retail Stores, Inc. 214 JONES LANG LASALLE STORE LEASE RE: STORE #0214 ‐ SHOPS AT SADDLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

436 102435 Gymboree Retail Stores, Inc. 6330 JONES LANG LASALLE STORE LEASE RE: STORE #6330 ‐ MALL DE LAS AGUILAS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

437 102368 Gymboree Retail Stores, Inc. 6282 JONES LANG LASALLE STORE LEASE RE: STORE #6282 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

438 101317 Gymboree Retail Stores, Inc. 540 JONES LANG LASALLE STORE LEASE RE: STORE #0540 ‐ SALEM CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 73 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 213 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

439 101318 Gymboree Retail Stores, Inc. 540 JONES LANG LASALLE STORE LEASE RE: STORE #0540 ‐ SALEM CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

440 102260 Gymboree Retail Stores, Inc. 6193 JONES LANG LASALLE STORE LEASE RE: STORE #6193 ‐  KILLEEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

441 101409 Gymboree Retail Stores, Inc. 622 JONES LANG LASALLE STORE LEASE RE: STORE #0622 ‐  MANHATTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

442 101424 Gymboree Retail Stores, Inc. 631 JONES LANG LASALLE STORE LEASE RE: STORE #0631 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

443 102240 Gymboree Retail Stores, Inc. 6175 JONES LANG LASALLE STORE LEASE RE: STORE #6175 ‐  CENTRAL MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

444 102239 Gymboree Retail Stores, Inc. 6175 JONES LANG LASALLE STORE LEASE RE: STORE #6175 ‐  CENTRAL MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 74 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 214 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

445 101549 Gymboree Retail Stores, Inc. 971 JONES LANG LASALLE STORE LEASE RE: STORE #0971 ‐ SHOPS AT SADDLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

446 101712 Gymboree Retail Stores, Inc. 2124 JONES LANG LASALLE STORE LEASE RE: STORE #2124 ‐  MANHATTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

447 101590 Gymboree Retail Stores, Inc. 1706 JONES LANG LASALLE AMERICA, INC. STORE LEASE RE: STORE #1706 ‐  HIGHLAND VILLAGE (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

448 102482 Gymboree Retail Stores, Inc. 6367 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #6367 ‐  WESTGATE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

449 102370 Gymboree Retail Stores, Inc. 6282 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #6282 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

450 102369 Gymboree Retail Stores, Inc. 6282 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #6282 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 75 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 215 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

451 101425 Gymboree Retail Stores, Inc. 631 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #0631 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

452 101426 Gymboree Retail Stores, Inc. 631 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #0631 ‐  STREETS OF TANASBOURNE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

453 102238 Gymboree Retail Stores, Inc. 6174 JONES LANG LASALLE AMERICAS, INC STORE LEASE RE: STORE #6174 ‐  CENTRAL MALL (AR) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

454 102261 Gymboree Retail Stores, Inc. 6193 JONES LANG LASALLE AMERICAS, INC. STORE LEASE RE: STORE #6193 ‐  KILLEEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

455 101423 Gymboree Retail Stores, Inc. 630 JORDAN CREEK MALL STORE LEASE RE: STORE #0630 ‐  JORDAN CREEK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

456 102148 Gymboree Retail Stores, Inc. 6105 JORDAN CREEK MALL STORE LEASE RE: STORE #6105 ‐  JORDAN CREEK TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 76 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 216 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

457 101727 Gymboree Retail Stores, Inc. 2134 JSH PROPERTIES INC / DRA ADVISORS STORE LEASE RE: STORE #2134 ‐  REDMOND TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

458 101936 Gymboree Retail Stores, Inc. 5130 JSH PROPERTIES, INC (ACCTING ISSUES ONLY STORE LEASE RE: STORE #5130 ‐  CENTRALIA OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

459 100892 Gymboree Retail Stores, Inc. 100 KENWOOD TOWNE CENTRE STORE LEASE RE: STORE #0100 ‐  KENWOOD TOWNE CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

460 101635 Gymboree Retail Stores, Inc. 1740 KEYPOINT PARTNERS LLC STORE LEASE RE: STORE #1740 ‐  BROOKSIDE SHOPS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

461 100840 Gymboree Retail Stores, Inc. 55 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0055 ‐ KING OF PRUSSIA COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

462 100841 Gymboree Retail Stores, Inc. 55 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0055 ‐ KING OF PRUSSIA PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 77 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 217 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

463 100974 Gymboree Retail Stores, Inc. 193 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0193 ‐  MONTGOMERY MALL (PA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

464 100993 Gymboree Retail Stores, Inc. 210 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0210 ‐  OXFORD VALLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

465 101023 Gymboree Retail Stores, Inc. 244 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0244 ‐  QUAKER BRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

466 101050 Gymboree Retail Stores, Inc. 268 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0268 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

467 101145 Gymboree Retail Stores, Inc. 359 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0359 ‐  HAMILTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

468 101146 Gymboree Retail Stores, Inc. 359 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0359 ‐  HAMILTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 78 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 218 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

469 101186 Gymboree Retail Stores, Inc. 401 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0401 ‐  LEHIGH VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

470 101541 Gymboree Retail Stores, Inc. 960 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0960 ‐ KING OF PRUSSIA COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

471 101542 Gymboree Retail Stores, Inc. 960 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #0960 ‐ KING OF PRUSSIA PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

472 102200 Gymboree Retail Stores, Inc. 6149 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #6149 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

473 102157 Gymboree Retail Stores, Inc. 6113 KRAVCO SIMON COMPANY STORE LEASE RE: STORE #6113 ‐  MONTGOMERY MALL (PA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

474 101835 Gymboree Retail Stores, Inc. 5034 L&M INVESTMENT ASSOCIATES STORE LEASE RE: STORE #5034 ‐  FRENCH MOUNTAIN COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 79 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 219 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

475 101594 Gymboree Retail Stores, Inc. 1707 LACENTERRA AT CINCO RANCH, L.P. STORE LEASE RE: STORE #1707 ‐  LACENTERRA @ CINCO RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

476 102472 Gymboree Retail Stores, Inc. 6360 LAKELAND SQUARE MALL LLC STORE LEASE RE: STORE #6360 ‐  LAKELAND SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

477 100881 Gymboree Retail Stores, Inc. 90 LAKESIDE MALL STORE LEASE RE: STORE #0090 ‐  LAKESIDE MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

478 102052 Gymboree Retail Stores, Inc. 6033 LAKESIDE MALL STORE LEASE RE: STORE #6033 ‐  LAKESIDE MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

479 101784 Gymboree Retail Stores, Inc. 2834 LAS AMERICAS PREMIUM OUTLETS, LLC STORE LEASE RE: STORE #2834 ‐ LAS AMERICAS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

480 101823 Gymboree Retail Stores, Inc. 5024 LAS VEGAS SOUTH OUTLETS, LLC STORE LEASE RE: STORE #5024 ‐ LAS VEGAS OUTLET CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 80 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 220 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

481 100927 Gymboree Retail Stores, Inc. 141 LAUREL PARK PLACE STORE LEASE RE: STORE #0141 ‐  LAUREL PARK PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

482 102061 Gymboree Retail Stores, Inc. 6042 LAUREL PARK PLACE STORE LEASE RE: STORE #6042 ‐  LAUREL PARK PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

483 102394 Gymboree Retail Stores, Inc. 6298 LEGACY ASSET MANAGEMENT STORE LEASE RE: STORE #6298 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

484 101919 Gymboree Retail Stores, Inc. 5110 LEGACY ASSET MANAGEMENT STORE LEASE RE: STORE #5110 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

485 102395 Gymboree Retail Stores, Inc. 6298 LEGACY ASSET MANAGEMENT, LLC STORE LEASE RE: STORE #6298 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

486 101920 Gymboree Retail Stores, Inc. 5110 LEGACY ASSET MANAGEMENT, LLC STORE LEASE RE: STORE #5110 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 81 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 221 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

487 101535 Gymboree Retail Stores, Inc. 953 LEGACY VILLAGE INVESTORS, LLC STORE LEASE RE: STORE #0953 ‐  LEGACY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

488 101342 Gymboree Retail Stores, Inc. 564 LERNER CORPORATION STORE LEASE RE: STORE #0564 ‐  DULLES TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

489 102345 Gymboree Retail Stores, Inc. 6264 LEVIS COMMONS LLC STORE LEASE RE: STORE #6264 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

490 101412 Gymboree Retail Stores, Inc. 623 LEVIS COMMONS LLC STORE LEASE RE: STORE #0623 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

491 102346 Gymboree Retail Stores, Inc. 6264 LEVIS COMMONS, LLC STORE LEASE RE: STORE #6264 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

492 101413 Gymboree Retail Stores, Inc. 623 LEVIS COMMONS, LLC STORE LEASE RE: STORE #0623 ‐ TOWN CENTER AT LEVIS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 82 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 222 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

493 101878 Gymboree Retail Stores, Inc. 5077 LIBERTY VILLAGE PREMIUM OUTLETS STORE LEASE RE: STORE #5077 ‐  LIBERTY VILLAGE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

494 101858 Gymboree Retail Stores, Inc. 5053 LIGHTHOUSE PLACE PREMIUM OUTLETS LLC

STORE LEASE RE: STORE #5053 ‐ 

LIGHTHOUSE PLACE PREMIUMOUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

495 101456 Gymboree Retail Stores, Inc. 673 LINCOLN PROPERTY COMPANY STORE LEASE RE: STORE #0673 ‐  STREETS OF CHESTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

496 101175 Gymboree Retail Stores, Inc. 387 LOGAN VALLEY MALL MGMT OFFICE STORE LEASE RE: STORE #0387 ‐  LOGAN VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

497 100948 Gymboree Retail Stores, Inc. 165 LYNNHAVEN MALL STORE LEASE RE: STORE #0165 ‐  LYNNHAVEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

498 102088 Gymboree Retail Stores, Inc. 6063 LYNNHAVEN MALL STORE LEASE RE: STORE #6063 ‐  LYNNHAVEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 83 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 223 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

499 101322 Gymboree Retail Stores, Inc. 543 MACARTHUR SHOPPING CENTER STORE LEASE RE: STORE #0543 ‐  MACARTHUR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

500 102420 Gymboree Retail Stores, Inc. 6323 MACERICH / SRP PROPERTY MGMT STORE LEASE RE: STORE #6323 ‐ KITSAP MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

501 101348 Gymboree Retail Stores, Inc. 573 MACERICH BUENAVENTURA LP. STORE LEASE RE: STORE #0573 ‐  PACIFIC VIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

502 102371 Gymboree Retail Stores, Inc. 6283 MACERICH BUENAVENTURA LTD PARTNERSHIP STORE LEASE RE: STORE #6283 ‐  PACIFIC VIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

503 100975 Gymboree Retail Stores, Inc. 195 MACERICH CERRITOS LLC STORE LEASE RE: STORE #0195 ‐ LOS CERRITOS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

504 100790 Gymboree Retail Stores, Inc. 5 MACERICH CO. STORE LEASE RE: STORE #0005 ‐  WESTSIDE PAVILION Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 84 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 224 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

505 100794 Gymboree Retail Stores, Inc. 9 MACERICH CO. STORE LEASE RE: STORE #0009 ‐  BROADWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

506 100795 Gymboree Retail Stores, Inc. 9 MACERICH CO. STORE LEASE RE: STORE #0009 ‐  BROADWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

507 100812 Gymboree Retail Stores, Inc. 26 MACERICH CO. STORE LEASE RE: STORE #0026 ‐  TYSONS CORNER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

508 100822 Gymboree Retail Stores, Inc. 38 MACERICH CO. STORE LEASE RE: STORE #0038 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

509 100823 Gymboree Retail Stores, Inc. 38 MACERICH CO. STORE LEASE RE: STORE #0038 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

510 100838 Gymboree Retail Stores, Inc. 53 MACERICH CO. STORE LEASE RE: STORE #0053 ‐  DANBURY FAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 85 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 225 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

511 100911 Gymboree Retail Stores, Inc. 121 MACERICH CO. STORE LEASE RE: STORE #0121 ‐ LA CUMBRE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

512 100912 Gymboree Retail Stores, Inc. 127 MACERICH CO. STORE LEASE RE: STORE #0127 ‐  WASHINGTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

513 100913 Gymboree Retail Stores, Inc. 127 MACERICH CO. STORE LEASE RE: STORE #0127 ‐  WASHINGTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

514 102496 Gymboree Retail Stores, Inc. 6378 MACERICH CO. STORE LEASE RE: STORE #6378 ‐ SHOPS AT ATLAS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

515 100959 Gymboree Retail Stores, Inc. 178 MACERICH CO. STORE LEASE RE: STORE #0178 ‐  EASTLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

516 100976 Gymboree Retail Stores, Inc. 195 MACERICH CO. STORE LEASE RE: STORE #0195 ‐ LOS CERRITOS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 86 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 226 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

517 102474 Gymboree Retail Stores, Inc. 6361 MACERICH CO. STORE LEASE RE: STORE #6361 ‐ MALL OF VICTOR VALLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

518 101024 Gymboree Retail Stores, Inc. 245 MACERICH CO. STORE LEASE RE: STORE #0245 ‐  EASTVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

519 101027 Gymboree Retail Stores, Inc. 249 MACERICH CO. STORE LEASE RE: STORE #0249 ‐  VINTAGE FAIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

520 101028 Gymboree Retail Stores, Inc. 249 MACERICH CO. STORE LEASE RE: STORE #0249 ‐  VINTAGE FAIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

521 101038 Gymboree Retail Stores, Inc. 256 MACERICH CO. STORE LEASE RE: STORE #0256 ‐  DEPTFORD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

522 102462 Gymboree Retail Stores, Inc. 6353 MACERICH CO. STORE LEASE RE: STORE #6353 ‐  INLAND CENTER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 87 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 227 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

523 101115 Gymboree Retail Stores, Inc. 326 MACERICH CO. STORE LEASE RE: STORE #0326 ‐  VALLEY RIVER CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

524 102372 Gymboree Retail Stores, Inc. 6283 MACERICH CO. STORE LEASE RE: STORE #6283 ‐  PACIFIC VIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

525 101349 Gymboree Retail Stores, Inc. 573 MACERICH CO. STORE LEASE RE: STORE #0573 ‐  PACIFIC VIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

526 102235 Gymboree Retail Stores, Inc. 6172 MACERICH CO. STORE LEASE RE: STORE #6172 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

527 101448 Gymboree Retail Stores, Inc. 664 MACERICH CO. STORE LEASE RE: STORE #0664 ‐ SHOPS AT ATLAS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

528 101449 Gymboree Retail Stores, Inc. 664 MACERICH CO. STORE LEASE RE: STORE #0664 ‐ SHOPS AT ATLAS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 88 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 228 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

529 102234 Gymboree Retail Stores, Inc. 6172 MACERICH CO. STORE LEASE RE: STORE #6172 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

530 101516 Gymboree Retail Stores, Inc. 934 MACERICH CO. STORE LEASE RE: STORE #0934 ‐  TYSONS CORNER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

531 101517 Gymboree Retail Stores, Inc. 934 MACERICH CO. STORE LEASE RE: STORE #0934 ‐  TYSONS CORNER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

532 101524 Gymboree Retail Stores, Inc. 944 MACERICH CO. STORE LEASE RE: STORE #0944 ‐  BROADWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

533 101525 Gymboree Retail Stores, Inc. 944 MACERICH CO. STORE LEASE RE: STORE #0944 ‐  BROADWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

534 101559 Gymboree Retail Stores, Inc. 980 MACERICH CO. STORE LEASE RE: STORE #0980 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 89 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 229 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

535 101560 Gymboree Retail Stores, Inc. 980 MACERICH CO. STORE LEASE RE: STORE #0980 ‐  ARDEN FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

536 101643 Gymboree Retail Stores, Inc. 1751 MACERICH CO. STORE LEASE RE: STORE #1751 ‐ SANTA MONICA PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

537 102156 Gymboree Retail Stores, Inc. 6112 MACERICH CO. STORE LEASE RE: STORE #6112 ‐  WASHINGTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

538 101706 Gymboree Retail Stores, Inc. 2118 MACERICH CO. STORE LEASE RE: STORE #2118 ‐  DANBURY FAIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

539 102155 Gymboree Retail Stores, Inc. 6112 MACERICH CO. STORE LEASE RE: STORE #6112 ‐  WASHINGTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

540 102137 Gymboree Retail Stores, Inc. 6100 MACERICH CO. STORE LEASE RE: STORE #6100 ‐  SOUTH PLAINS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 90 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 230 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

541 102027 Gymboree Retail Stores, Inc. 6005 MACERICH CO. STORE LEASE RE: STORE #6005 ‐  STONEWOOD CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

542 102039 Gymboree Retail Stores, Inc. 6018 MACERICH CO. STORE LEASE RE: STORE #6018 ‐  LAKEWOOD CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

543 102040 Gymboree Retail Stores, Inc. 6021 MACERICH CO. STORE LEASE RE: STORE #6021 ‐  FREEHOLD RACEWAY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

544 102041 Gymboree Retail Stores, Inc. 6021 MACERICH CO. STORE LEASE RE: STORE #6021 ‐  FREEHOLD RACEWAY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

545 102062 Gymboree Retail Stores, Inc. 6043 MACERICH CO. STORE LEASE RE: STORE #6043 ‐  VINTAGE FAIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

546 102063 Gymboree Retail Stores, Inc. 6043 MACERICH CO. STORE LEASE RE: STORE #6043 ‐  VINTAGE FAIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 91 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 231 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

547 101759 Gymboree Retail Stores, Inc. 2814 MACERICH CO/TALISMAN STORE LEASE RE: STORE #2814 ‐  FASHION OUTLETS OF CHICAGO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

548 101777 Gymboree Retail Stores, Inc. 2830 MACERICH CO/TALISMAN STORE LEASE RE: STORE #2830 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

549 101778 Gymboree Retail Stores, Inc. 2830 MACERICH CO/TALISMAN STORE LEASE RE: STORE #2830 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

550 101886 Gymboree Retail Stores, Inc. 5085 MACERICH CO/TALISMAN STORE LEASE RE: STORE #5085 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

551 101887 Gymboree Retail Stores, Inc. 5085 MACERICH CO/TALISMAN STORE LEASE RE: STORE #5085 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

552 101984 Gymboree Retail Stores, Inc. 5170 MACERICH CO/TALISMAN STORE LEASE RE: STORE #5170 ‐  FASHION OUTLETS OF CHICAGO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 92 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 232 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

553 101039 Gymboree Retail Stores, Inc. 256 MACERICH DEPTFORD, LLC STORE LEASE RE: STORE #0256 ‐  DEPTFORD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

554 101046 Gymboree Retail Stores, Inc. 260 MACERICH FRESNO LIMITED PARTNERSHIP STORE LEASE RE: STORE #0260 ‐  FRESNO FASHION FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

555 101570 Gymboree Retail Stores, Inc. 992 MACERICH LA CUMBRE LLC STORE LEASE RE: STORE #0992 ‐ LA CUMBRE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

556 102138 Gymboree Retail Stores, Inc. 6100 MACERICH LUBBOCK LIMITED PARTERNSHIP STORE LEASE RE: STORE #6100 ‐  SOUTH PLAINS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

557 102097 Gymboree Retail Stores, Inc. 6069 MACERICH PROPERTY MANAGEMENT CO LLC STORE LEASE RE: STORE #6069 ‐  EASTLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

558 100859 Gymboree Retail Stores, Inc. 73 MACERICH PROPERTY MGMT COMPANY, LLC STORE LEASE RE: STORE #0073 ‐ THE OAKS SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 93 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 233 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

559 101569 Gymboree Retail Stores, Inc. 991 MACERICH PROPERTY MGMT COMPANY,LLC STORE LEASE RE: STORE #0991 ‐ THE OAKS SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

560 102028 Gymboree Retail Stores, Inc. 6005 MACERICH STONEWOOD, LLC C/O MACERICH STORE LEASE RE: STORE #6005 ‐  STONEWOOD CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

561 101116 Gymboree Retail Stores, Inc. 326 MACERICH VALLEY RIVER CENTER, LLC STORE LEASE RE: STORE #0326 ‐  VALLEY RIVER CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

562 102475 Gymboree Retail Stores, Inc. 6361 MACERICH VICTOR VALLEY LP STORE LEASE RE: STORE #6361 ‐ MALL OF VICTOR VALLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

563 100791 Gymboree Retail Stores, Inc. 5 MACERICH WESTSIDE LIMITED PARTNERSHIP STORE LEASE RE: STORE #0005 ‐  WESTSIDE PAVILION Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

564 102483 Gymboree Retail Stores, Inc. 6368 MACERICH/WESTCOR STORE LEASE RE: STORE #6368 ‐  SANTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 94 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 234 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

565 101074 Gymboree Retail Stores, Inc. 290 MACERICH/WESTCOR STORE LEASE RE: STORE #0290 ‐  SCOTTSDALE FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

566 101362 Gymboree Retail Stores, Inc. 581 MACERICH/WESTCOR STORE LEASE RE: STORE #0581 ‐  CHANDLER FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

567 101394 Gymboree Retail Stores, Inc. 608 MACERICH/WESTCOR STORE LEASE RE: STORE #0608 ‐ LA ENCANTADA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

568 101471 Gymboree Retail Stores, Inc. 685 MACERICH/WESTCOR STORE LEASE RE: STORE #0685 ‐  SANTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

569 101539 Gymboree Retail Stores, Inc. 959 MACERICH/WESTCOR STORE LEASE RE: STORE #0959 ‐  SCOTTSDALE FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

570 100800 Gymboree Retail Stores, Inc. 15 MADISON MARQUETTE STORE LEASE RE: STORE #0015 ‐  PRINCETON MARKETFAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 95 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 235 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

571 101714 Gymboree Retail Stores, Inc. 2127 MADISON MARQUETTE STORE LEASE RE: STORE #2127 ‐  PRINCETON MARKETFAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

572 100801 Gymboree Retail Stores, Inc. 15 MADISON MARQUETTE REALTY SERVICES STORE LEASE RE: STORE #0015 ‐  PRINCETON MARKETFAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

573 102413 Gymboree Retail Stores, Inc. 6313 MADISON MARQUETTE RETAIL SERVICES, LLC STORE LEASE RE: STORE #6313 ‐  INDEPENDENCE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

574 101109 Gymboree Retail Stores, Inc. 318 MADISON‐WEST TOWNE, LLC STORE LEASE RE: STORE #0318 ‐ WEST TOWNE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

575 102621 Gymboree Retail Stores, Inc. 7 MAINPLACE SHOPPINGTOWN LLC STORE LEASE RE: STORE #0007 ‐  MAINPLACE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

576 102026 Gymboree Retail Stores, Inc. 6004 MAINPLACE MALL STORE LEASE RE: STORE #6004 ‐  MAINPLACE SANTA ANA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 96 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 236 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

577 101066 Gymboree Retail Stores, Inc. 281 MALL AT MIAMI INTERNATIONAL, LLC STORE LEASE RE: STORE #0281 ‐ MIAMI INTERNATIONAL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

578 100920 Gymboree Retail Stores, Inc. 133 MALL AT NORTHSHORE, LLC. STORE LEASE RE: STORE #0133 ‐  NORTHSHORE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

579 101307 Gymboree Retail Stores, Inc. 518 MALL DEL NORTE, LLC STORE LEASE RE: STORE #0518 ‐ MALL DEL NORTE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

580 102190 Gymboree Retail Stores, Inc. 6141 MALL DEL NORTE, LLC STORE LEASE RE: STORE #6141 ‐ MALL DEL NORTE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

581 101174 Gymboree Retail Stores, Inc. 386 MALL OF LOUISIANA STORE LEASE RE: STORE #0386 ‐ MALL OF LOUISIANA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

582 101715 Gymboree Retail Stores, Inc. 2127 MARKETFAIR MARQUETTE REALTY SERVICES STORE LEASE RE: STORE #2127 ‐  PRINCETON MARKETFAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 97 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 237 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

583 101892 Gymboree Retail Stores, Inc. 5087 MASS MUTUAL ADDY (FILE) & STORE LEASE RE: STORE #5087 ‐  CITADEL OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

584 102558 Gymboree Retail Stores, Inc. 6422 MEADOWS MALL STORE LEASE RE: STORE #6422 ‐  MEADOWS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

585 101182 Gymboree Retail Stores, Inc. 395 MEADOWS MALL STORE LEASE RE: STORE #0395 ‐  MEADOWS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

586 102034 Gymboree Retail Stores, Inc. 6014 MEMORIAL CITY MALL, LP STORE LEASE RE: STORE #6014 ‐  MEMORIAL CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

587 102035 Gymboree Retail Stores, Inc. 6014 METRO NATIONAL CORPORATION STORE LEASE RE: STORE #6014 ‐  MEMORIAL CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

588 101616 Gymboree Retail Stores, Inc. 1723 METROVATION STORE LEASE RE: STORE #1723 ‐  BROOK 35 WEST Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 98 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 238 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

589 101617 Gymboree Retail Stores, Inc. 1723 METROVATION STORE LEASE RE: STORE #1723 ‐  BROOK 35 WEST Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

590 101127 Gymboree Retail Stores, Inc. 336 MGP XI CAPITOLA, LLC STORE LEASE RE: STORE #0336 ‐  CAPITOLA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

591 101434 Gymboree Retail Stores, Inc. 638 MID AMERICA ASSET MANAGEMENT STORE LEASE RE: STORE #0638 ‐  GENEVA COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

592 101787 Gymboree Retail Stores, Inc. 2837 MIROMAR DEVELOPMENT CORP. STORE LEASE RE: STORE #2837 ‐  MIROMAR OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

593 101817 Gymboree Retail Stores, Inc. 5018 MIROMAR DEVELOPMENT CORP. STORE LEASE RE: STORE #5018 ‐  MIROMAR OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

594 101554 Gymboree Retail Stores, Inc. 974 MIZNER PARK STORE LEASE RE: STORE #0974 ‐  MIZNER PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 99 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 239 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

595 101691 Gymboree Retail Stores, Inc. 2101 MOAC MALL HOLDINGS, LLC STORE LEASE RE: STORE #2101 ‐ MALL OF AMERICA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

596 101901 Gymboree Retail Stores, Inc. 5095 MOHR AFFINITY, LLC STORE LEASE RE: STORE #5095 ‐ LAKE ELSINORE OUTLET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

597 101261 Gymboree Retail Stores, Inc. 472 MOODY & RAMBIN INTERESTS, INC. STORE LEASE RE: STORE #0472 ‐ TOWN & COUNTRY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

598 102397 Gymboree Retail Stores, Inc. 6299 MOORESTOWN MALL LLC STORE LEASE RE: STORE #6299 ‐  MOORESTOWN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

599 102042 Gymboree Retail Stores, Inc. 6023 MORENO VALLEY MALL STORE LEASE RE: STORE #6023 ‐  MORENO VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

600 101591 Gymboree Retail Stores, Inc. 1706 MP SHOPS AT HIGHLAND VILLAGE, LLC STORE LEASE RE: STORE #1706 ‐  HIGHLAND VILLAGE (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 100 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 240 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

601 101252 Gymboree Retail Stores, Inc. 464 NAMDAR REALTY GROUP STORE LEASE RE: STORE #0464 ‐  NITTANY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

602 100957 Gymboree Retail Stores, Inc. 175 NATICK MALL C/O GEN GROWTH STORE LEASE RE: STORE #0175 ‐  NATICK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

603 101505 Gymboree Retail Stores, Inc. 919 NATICK MALL C/O GEN GROWTH STORE LEASE RE: STORE #0919 ‐  NATICK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

604 101725 Gymboree Retail Stores, Inc. 2133 NEAL, GERBER & EISENBERG LLP STORE LEASE RE: STORE #2133 ‐  CARMEL PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

605 102230 Gymboree Retail Stores, Inc. 6168 NESHAMINY MALL STORE LEASE RE: STORE #6168 ‐  NESHAMINY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

606 101221 Gymboree Retail Stores, Inc. 434 NEWGATE MALL EQUITIES, LLC STORE LEASE RE: STORE #0434 ‐  NEWGATE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 101 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 241 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

607 100879 Gymboree Retail Stores, Inc. 87 NORTHBROOK COURT STORE LEASE RE: STORE #0087 ‐  NORTHBROOK COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

608 101513 Gymboree Retail Stores, Inc. 930 NORTHBROOK COURT STORE LEASE RE: STORE #0930 ‐  NORTHBROOK COURT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

609 101547 Gymboree Retail Stores, Inc. 968 NORTHPARK CENTER, LTD. STORE LEASE RE: STORE #0968 ‐  NORTHPARK CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

610 102275 Gymboree Retail Stores, Inc. 6209 NORTHPARK MALL / JOPLIN, LLC STORE LEASE RE: STORE #6209 ‐  NORTHPARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

611 101084 Gymboree Retail Stores, Inc. 299 NORTHRIDGE FASHION CENTER STORE LEASE RE: STORE #0299 ‐  NORTHRIDGE FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

612 102430 Gymboree Retail Stores, Inc. 6327 NORTHRIDGE FASHION CENTER STORE LEASE RE: STORE #6327 ‐  NORTHRIDGE FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 102 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 242 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

613 101934 Gymboree Retail Stores, Inc. 5129 NORTHWEST ASSET MANAGEMENT COMPANY STORE LEASE RE: STORE #5129 ‐  SHASTA OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

614 101011 Gymboree Retail Stores, Inc. 230 NORTHWOODS MALL CMBS, LLC STORE LEASE RE: STORE #0230 ‐  NORTHWOODS MALL (SC) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

615 102116 Gymboree Retail Stores, Inc. 6085 OAK PARK MALL, LLC STORE LEASE RE: STORE #6085 ‐ OAK PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

616 101125 Gymboree Retail Stores, Inc. 334 OAK VIEW MALL STORE LEASE RE: STORE #0334 ‐  OAKVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

617 102206 Gymboree Retail Stores, Inc. 6152 OAK VIEW MALL STORE LEASE RE: STORE #6152 ‐  OAKVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

618 101404 Gymboree Retail Stores, Inc. 619 OGLETHORPE MALL STORE LEASE RE: STORE #0619 ‐  OGLETHORPE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 103 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 243 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

619 102110 Gymboree Retail Stores, Inc. 6081 OGLETHORPE MALL STORE LEASE RE: STORE #6081 ‐  OGLETHORPE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

620 102454 Gymboree Retail Stores, Inc. 6346 OLSHAN PROPERTIES STORE LEASE RE: STORE #6346 ‐  AVENUE WEBB GIN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

621 101466 Gymboree Retail Stores, Inc. 680 OLSHAN PROPERTIES STORE LEASE RE: STORE #0680 ‐  AVENUE WEBB GIN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

622 101453 Gymboree Retail Stores, Inc. 671 OLSHAN PROPERTIES/MPI STORE LEASE RE: STORE #0671 ‐  GREENE TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

623 102437 Gymboree Retail Stores, Inc. 6331 OTAY RANCH TOWN CENTER STORE LEASE RE: STORE #6331 ‐ OTAY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

624 101464 Gymboree Retail Stores, Inc. 677 OTAY RANCH TOWN CENTER STORE LEASE RE: STORE #0677 ‐ OTAY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 104 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 244 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

625 102471 Gymboree Retail Stores, Inc. 6358 OWRF BAYBROOK STORE LEASE RE: STORE #6358 ‐  BAYBROOK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

626 100961 Gymboree Retail Stores, Inc. 180 OXMOOR CENTER STORE LEASE RE: STORE #0180 ‐  OXMOOR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

627 101529 Gymboree Retail Stores, Inc. 948 OXMOOR CENTER STORE LEASE RE: STORE #0948 ‐  OXMOOR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

628 100815 Gymboree Retail Stores, Inc. 27 PARAMUS PARK STORE LEASE RE: STORE #0027 ‐  PARAMUS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

629 102045 Gymboree Retail Stores, Inc. 6024 PARAMUS PARK STORE LEASE RE: STORE #6024 ‐  PARAMUS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

630 100981 Gymboree Retail Stores, Inc. 199 PARK CITY CENTER STORE LEASE RE: STORE #0199 ‐ PARK CITY CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 105 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 245 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

631 102213 Gymboree Retail Stores, Inc. 6157 PARK CITY CENTER STORE LEASE RE: STORE #6157 ‐ PARK CITY CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

632 102277 Gymboree Retail Stores, Inc. 6210 PARKDALE MALL STORE LEASE RE: STORE #6210 ‐  PARKDALE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

633 101264 Gymboree Retail Stores, Inc. 477 PATRICK HENRY MALL MGMT OFFICE STORE LEASE RE: STORE #0477 ‐  PATRICK HENRY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

634 100889 Gymboree Retail Stores, Inc. 97 PERIMETER MALL STORE LEASE RE: STORE #0097 ‐  PERIMETER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

635 101361 Gymboree Retail Stores, Inc. 580 PFP COLUMBUS II LLC STORE LEASE RE: STORE #0580 ‐  POLARIS FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

636 101870 Gymboree Retail Stores, Inc. 5067 PHILADELPHIA PREMIUM OUTLETS, LLC STORE LEASE RE: STORE #5067 ‐  PHILADELPHIA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 106 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 246 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

637 101036 Gymboree Retail Stores, Inc. 255 PLAZA ASSOCIATES STORE LEASE RE: STORE #0255 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

638 101567 Gymboree Retail Stores, Inc. 990 PLAZA ASSOCIATES STORE LEASE RE: STORE #0990 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

639 102070 Gymboree Retail Stores, Inc. 6051 PLAZA ASSOCIATES STORE LEASE RE: STORE #6051 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

640 101037 Gymboree Retail Stores, Inc. 255 PLAZA ASSOCIATES, INC. STORE LEASE RE: STORE #0255 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

641 101568 Gymboree Retail Stores, Inc. 990 PLAZA ASSOCIATES, INC. STORE LEASE RE: STORE #0990 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

642 102071 Gymboree Retail Stores, Inc. 6051 PLAZA ASSOCIATES, INC. STORE LEASE RE: STORE #6051 ‐  CRABTREE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 107 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 247 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

643 101068 Gymboree Retail Stores, Inc. 284 PLAZA WEST COVINA LP STORE LEASE RE: STORE #0284 ‐ PLAZA WEST COVINA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

644 102105 Gymboree Retail Stores, Inc. 6078 PLAZA WEST COVINA LP STORE LEASE RE: STORE #6078 ‐ PLAZA WEST COVINA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

645 101315 Gymboree Retail Stores, Inc. 535 PLYMOUTH MEETING LIMITED PTRNSHIP STORE LEASE RE: STORE #0535 ‐  PLYMOUTH MEETING MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

646 101432 Gymboree Retail Stores, Inc. 637 POAG & MCEWEN STORE LEASE RE: STORE #0637 ‐ THE AVENUE AT COLLIERVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

647 101391 Gymboree Retail Stores, Inc. 606 POAG LIFESTYLE CENTERS, LLC STORE LEASE RE: STORE #0606 ‐ SHOPS AT CENTERRA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

648 101416 Gymboree Retail Stores, Inc. 626 POAG SHOPPING CENTERS, LLC STORE LEASE RE: STORE #0626 ‐  AVENUE WEST COBB Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 108 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 248 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

649 101433 Gymboree Retail Stores, Inc. 637 POAG SHOPPING CENTERS, LLC STORE LEASE RE: STORE #0637 ‐ THE AVENUE AT COLLIERVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

650 101674 Gymboree Retail Stores, Inc. 1775 PR AVALON PHASE I OWNER, LLC STORE LEASE RE: STORE #1775 ‐  AVALON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

651 101675 Gymboree Retail Stores, Inc. 1775 PR AVALON PHASE I OWNER, LLC STORE LEASE RE: STORE #1775 ‐  AVALON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

652 101735 Gymboree Retail Stores, Inc. 2143 PR AVALON PHASE I OWNER, LLC STORE LEASE RE: STORE #2143 ‐  AVALON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

653 101736 Gymboree Retail Stores, Inc. 2143 PR AVALON PHASE I OWNER, LLC STORE LEASE RE: STORE #2143 ‐  AVALON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

654 101151 Gymboree Retail Stores, Inc. 365 PR CAPITAL CITY LP ‐ MGMT OFFICE STORE LEASE RE: STORE #0365 ‐  CAPITAL CITY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 109 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 249 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

655 101359 Gymboree Retail Stores, Inc. 579 PR EXTON SQUARE PROPERTIES LP STORE LEASE RE: STORE #0579 ‐ EXTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

656 102225 Gymboree Retail Stores, Inc. 6166 PR EXTON SQUARE PROPERTIES LP STORE LEASE RE: STORE #6166 ‐ EXTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

657 102391 Gymboree Retail Stores, Inc. 6296 PR JACKSONVILLE LIMITED PARTNERSHIP STORE LEASE RE: STORE #6296 ‐  JACKSONVILLE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

658 102311 Gymboree Retail Stores, Inc. 6243 PR PATRICK HENRY LLC ‐  MGMT OFFICE STORE LEASE RE: STORE #6243 ‐  PATRICK HENRY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

659 102561 Gymboree Retail Stores, Inc. 6425 PR SPRINGFIELD TOWN CENTER LLC STORE LEASE RE: STORE #6425 ‐  SPRINGFIELD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

660 100849 Gymboree Retail Stores, Inc. 65 PR SPRINGFIELD TOWN CENTER LLC STORE LEASE RE: STORE #0065 ‐  SPRINGFIELD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 110 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 250 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

661 101179 Gymboree Retail Stores, Inc. 392 PR VALLEY VIEW, LP, MGNT. OFFICE STORE LEASE RE: STORE #0392 ‐  VALLEY VIEW MALL (WI) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

662 102187 Gymboree Retail Stores, Inc. 6139 PR WOODLAND LIMITED PARTNERSHIP STORE LEASE RE: STORE #6139 ‐  WOODLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

663 101253 Gymboree Retail Stores, Inc. 464 PREIT SERVICES, INC. STORE LEASE RE: STORE #0464 ‐  NITTANY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

664 101051 Gymboree Retail Stores, Inc. 268 PREIT SERVICES, LLC STORE LEASE RE: STORE #0268 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

665 101152 Gymboree Retail Stores, Inc. 365 PREIT SERVICES, LLC STORE LEASE RE: STORE #0365 ‐  CAPITAL CITY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

666 102201 Gymboree Retail Stores, Inc. 6149 PREIT SERVICES, LLC STORE LEASE RE: STORE #6149 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 111 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 251 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

667 100803 Gymboree Retail Stores, Inc. 16 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0016 ‐  CHERRY HILL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

668 102409 Gymboree Retail Stores, Inc. 6309 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6309 ‐  CUMBERLAND MALL (NJ) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

669 101153 Gymboree Retail Stores, Inc. 365 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0365 ‐  CAPITAL CITY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

670 102398 Gymboree Retail Stores, Inc. 6299 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6299 ‐  MOORESTOWN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

671 102392 Gymboree Retail Stores, Inc. 6296 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6296 ‐  JACKSONVILLE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

672 101176 Gymboree Retail Stores, Inc. 387 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0387 ‐  LOGAN VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 112 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 252 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

673 101180 Gymboree Retail Stores, Inc. 392 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0392 ‐  VALLEY VIEW MALL (WI) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

674 101233 Gymboree Retail Stores, Inc. 447 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0447 ‐  SUSQUEHANNA VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

675 101265 Gymboree Retail Stores, Inc. 477 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0477 ‐  PATRICK HENRY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

676 102312 Gymboree Retail Stores, Inc. 6243 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6243 ‐  PATRICK HENRY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

677 101312 Gymboree Retail Stores, Inc. 531 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0531 ‐  WYOMING VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

678 101360 Gymboree Retail Stores, Inc. 579 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #0579 ‐ EXTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 113 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 253 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

679 102246 Gymboree Retail Stores, Inc. 6181 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6181 ‐  MAGNOLIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

680 102226 Gymboree Retail Stores, Inc. 6166 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6166 ‐ EXTON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

681 102217 Gymboree Retail Stores, Inc. 6161 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6161 ‐  DARTMOUTH MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

682 102195 Gymboree Retail Stores, Inc. 6146 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6146 ‐  WYOMING VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

683 102188 Gymboree Retail Stores, Inc. 6139 PREIT‐RUBIN, INC. STORE LEASE RE: STORE #6139 ‐  WOODLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

684 101417 Gymboree Retail Stores, Inc. 626

PRUDENTIAL INSURANCE

COMPANY OFAMERICA/PRUDENTIAL REALESTATE INVESTORS

STORE LEASE RE: STORE #0626 ‐ 

AVENUE WEST COBB

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 114 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 254 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

685 101418 Gymboree Retail Stores, Inc. 626

PRUDENTIAL INSURANCE

COMPANY OFAMERICA/PRUDENTIAL REALESTATE INVESTORS

STORE LEASE RE: STORE #0626 ‐ 

AVENUE WEST COBB

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

686 100842 Gymboree Retail Stores, Inc. 60 PYRAMID COS. STORE LEASE RE: STORE #0060 ‐  CAROUSEL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

687 100843 Gymboree Retail Stores, Inc. 60 PYRAMID COS. STORE LEASE RE: STORE #0060 ‐  CAROUSEL CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

688 100846 Gymboree Retail Stores, Inc. 63 PYRAMID COS. STORE LEASE RE: STORE #0063 ‐  CROSSGATES MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

689 100847 Gymboree Retail Stores, Inc. 63 PYRAMID COS. STORE LEASE RE: STORE #0063 ‐  CROSSGATES MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

690 101244 Gymboree Retail Stores, Inc. 459 PYRAMID COS. STORE LEASE RE: STORE #0459 ‐  PALISADES CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 115 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 255 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

691 101245 Gymboree Retail Stores, Inc. 459 PYRAMID COS. STORE LEASE RE: STORE #0459 ‐  PALISADES CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

692 101761 Gymboree Retail Stores, Inc. 2815 PYRAMID COS. STORE LEASE RE: STORE #2815 ‐  DESTINY USA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

693 101762 Gymboree Retail Stores, Inc. 2815 PYRAMID COS. STORE LEASE RE: STORE #2815 ‐  DESTINY USA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

694 102144 Gymboree Retail Stores, Inc. 6103 QUAIL SPRINGS MALL STORE LEASE RE: STORE #6103 ‐ QUAIL SPRINGS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

695 101087 Gymboree Retail Stores, Inc. 301 RANCH CENTER ASSOC, LP STORE LEASE RE: STORE #0301 ‐  GALLERIA AT SUNSET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

696 102540 Gymboree Retail Stores, Inc. 6410 RED CLIFFS MALL STORE LEASE RE: STORE #6410 ‐ RED CLIFFS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 116 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 256 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

697 101718 Gymboree Retail Stores, Inc. 2130 RED DEVELOPMENT STORE LEASE RE: STORE #2130 ‐  VILLAGE POINT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

698 101932 Gymboree Retail Stores, Inc. 5127 RED DEVELOPMENT STORE LEASE RE: STORE #5127 ‐  LEGENDS AT SPARKS MARINA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

699 101719 Gymboree Retail Stores, Inc. 2130 RED DEVELOPMENT, LLC STORE LEASE RE: STORE #2130 ‐  VILLAGE POINT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

700 102295 Gymboree Retail Stores, Inc. 6229

RED SUMMIT FAIR, LLC AND

SAHARA PAVILION SOUTH

SC, LLC, AS TIC

STORE LEASE RE: STORE #6229 ‐ 

SUMMIT FAIR

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

701 102294 Gymboree Retail Stores, Inc. 6229

RED SUMMIT FAIR, LLC AND

SAHARA PAVILION SOUTH

SC, LLC, AS TIC

STORE LEASE RE: STORE #6229 ‐ 

SUMMIT FAIR

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

702 102499 Gymboree Retail Stores, Inc. 6379 REGENCY CENTERS CORP. STORE LEASE RE: STORE #6379 ‐  WOODSIDE CENTRAL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 117 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 257 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

703 102498 Gymboree Retail Stores, Inc. 6379 REGENCY CENTERS CORP. STORE LEASE RE: STORE #6379 ‐  WOODSIDE CENTRAL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

704 102457 Gymboree Retail Stores, Inc. 6349 REGENCY CENTERS CORP. STORE LEASE RE: STORE #6349 ‐  POWELL STREET PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

705 102456 Gymboree Retail Stores, Inc. 6349 REGENCY CENTERS CORP. STORE LEASE RE: STORE #6349 ‐  POWELL STREET PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

706 102022 Gymboree Retail Stores, Inc. 6000 REGENCY CENTERS CORPORATION STORE LEASE RE: STORE #6000 ‐  SERRAMONTE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

707 102023 Gymboree Retail Stores, Inc. 6000 REGENCY CENTERS CORPORATION STORE LEASE RE: STORE #6000 ‐  SERRAMONTE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

708 101845 Gymboree Retail Stores, Inc. 5041 RETAIL REAL ESTATE CONSULTANTS STORE LEASE RE: STORE #5041 ‐  OUTLETS AT CASTLE ROCK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 118 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 258 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

709 101903 Gymboree Retail Stores, Inc. 5096 RETAIL REALESTATE CONSULTANTS STORE LEASE RE: STORE #5096 ‐  OUTLETS AT LOVELAND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

710 102021 Gymboree Retail Stores, Inc. 5617 RETAIL REALESTATE CONSULTANTS STORE LEASE RE: STORE #5617 ‐  OUTLETS AT CASTLE ROCK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

711 101869 Gymboree Retail Stores, Inc. 5066 RIO GRANDE VALLEY PREMIUM OUTLETS STORE LEASE RE: STORE #5066 ‐ RIO GRANDE VALLEY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

712 102038 Gymboree Retail Stores, Inc. 6017 RIVER PARK PROPERTIES VII STORE LEASE RE: STORE #6017 ‐ SHOPS AT RIVER PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

713 100924 Gymboree Retail Stores, Inc. 137 RIVERCHASE GALLERIA STORE LEASE RE: STORE #0137 ‐  RIVERCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

714 102108 Gymboree Retail Stores, Inc. 6079 RIVERCHASE GALLERIA STORE LEASE RE: STORE #6079 ‐  RIVERCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 119 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 259 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

715 101351 Gymboree Retail Stores, Inc. 574 RIVERTOWN CROSSINGS STORE LEASE RE: STORE #0574 ‐  RIVERTOWN CROSSINGS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

716 102140 Gymboree Retail Stores, Inc. 6101 RIVERTOWN CROSSINGS STORE LEASE RE: STORE #6101 ‐  RIVERTOWN CROSSINGS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

717 101996 Gymboree Retail Stores, Inc. 5182 RIVERWALK MARKETPLACE (NEW ORLEANS)LLC STORE LEASE RE: STORE #5182 ‐  OUTLET COLLECTION AT RIVERWALK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

718 101333 Gymboree Retail Stores, Inc. 549 ROBERT C. MUIR STORE LEASE RE: STORE #0549 ‐  TAMARACK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

719 101779 Gymboree Retail Stores, Inc. 2830 ROBERT W. CLAESON ESQ STORE LEASE RE: STORE #2830 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

720 101888 Gymboree Retail Stores, Inc. 5085 ROBERT W. CLAESON ESQ STORE LEASE RE: STORE #5085 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 120 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 260 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

721 101760 Gymboree Retail Stores, Inc. 2814 ROBERT W. CLAESON, ESQ STORE LEASE RE: STORE #2814 ‐  FASHION OUTLETS OF CHICAGO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

722 101985 Gymboree Retail Stores, Inc. 5170 ROBERT W. CLAESON, ESQ. STORE LEASE RE: STORE #5170 ‐  FASHION OUTLETS OF CHICAGO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

723 102005 Gymboree Retail Stores, Inc. 5193 ROCKEFELLER GROUP INTERNATIONAL INC. STORE LEASE RE: STORE #5193 ‐ TEJON RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

724 102473 Gymboree Retail Stores, Inc. 6360 ROUSE PROPERTIES, INC STORE LEASE RE: STORE #6360 ‐  LAKELAND SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

725 102134 Gymboree Retail Stores, Inc. 6098 ROUSE PROPERTIES, INC STORE LEASE RE: STORE #6098 ‐  CHESTERFIELD TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

726 102385 Gymboree Retail Stores, Inc. 6291 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #6291 ‐ BEL AIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 121 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 261 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

727 102024 Gymboree Retail Stores, Inc. 6002 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #6002 ‐  SOUTHLAND MALL (CA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

728 102037 Gymboree Retail Stores, Inc. 6016 ROUSE PROPERTIES, INC. STORE LEASE RE: STORE #6016 ‐  NEWPARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

729 101242 Gymboree Retail Stores, Inc. 458 RPAI STORE LEASE RE: STORE #0458 ‐  HUEBNER OAKS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

730 101243 Gymboree Retail Stores, Inc. 458 RPAI HOLDCO MANAGEMENT LLC STORE LEASE RE: STORE #0458 ‐  HUEBNER OAKS CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

731 101576 Gymboree Retail Stores, Inc. 997 RPAI US MANAGEMENT LLC STORE LEASE RE: STORE #0997 ‐  SHOPPES AT UNION HILL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

732 102386 Gymboree Retail Stores, Inc. 6291 RPI BEL AIR MALL, LLC STORE LEASE RE: STORE #6291 ‐ BEL AIR MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 122 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 262 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

733 101060 Gymboree Retail Stores, Inc. 276 RPI CHESTERFIELD LLC STORE LEASE RE: STORE #0276 ‐  CHESTERFIELD TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

734 102309 Gymboree Retail Stores, Inc. 6240 RPI TURTLE CREEK MALL LLC STORE LEASE RE: STORE #6240 ‐ MALL AT TURTLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

735 101410 Gymboree Retail Stores, Inc. 622 RREEF FUNDS STORE LEASE RE: STORE #0622 ‐  MANHATTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

736 101713 Gymboree Retail Stores, Inc. 2124 RREEF FUNDS STORE LEASE RE: STORE #2124 ‐  MANHATTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

737 101374 Gymboree Retail Stores, Inc. 590 SAGEMORE MGMT CO., L.L.C. STORE LEASE RE: STORE #0590 ‐  PROMENADE AT SAGEMORE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

738 100855 Gymboree Retail Stores, Inc. 69 SAINT LOUIS GALLERIA STORE LEASE RE: STORE #0069 ‐ ST. LOUIS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 123 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 263 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

739 101510 Gymboree Retail Stores, Inc. 925 SAINT LOUIS GALLERIA STORE LEASE RE: STORE #0925 ‐ ST. LOUIS GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

740 101729 Gymboree Retail Stores, Inc. 2135 SAMUEL D. BUSH, ESQ. STORE LEASE RE: STORE #2135 ‐  GREENWICH VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

741 101075 Gymboree Retail Stores, Inc. 290 SCOTTSDALE FASHION SQUARE LLC STORE LEASE RE: STORE #0290 ‐  SCOTTSDALE FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

742 101540 Gymboree Retail Stores, Inc. 959 SCOTTSDALE FASHION SQUARE, LLC STORE LEASE RE: STORE #0959 ‐  SCOTTSDALE FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

743 100805 Gymboree Retail Stores, Inc. 18 SEGERSTROM & SONS, C.J. STORE LEASE RE: STORE #0018 ‐  SOUTH COAST PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

744 100944 Gymboree Retail Stores, Inc. 162 SHARONA DEVELOPMENT CORP. STORE LEASE RE: STORE #0162 ‐ 3RD AVE. & 76TH STREET Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 124 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 264 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

745 102520 Gymboree Retail Stores, Inc. 6396 SHELEY, HALL & WILLIAMS, P.C. STORE LEASE RE: STORE #6396 ‐  ASHLEY PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

746 100997 Gymboree Retail Stores, Inc. 214 SHOPS AT SADDLE CREEK, INC. STORE LEASE RE: STORE #0214 ‐ SHOPS AT SADDLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

747 101276 Gymboree Retail Stores, Inc. 488 SHOPS AT SOMERSET SQUARE, LLC STORE LEASE RE: STORE #0488 ‐ THE SHOPS AT SOMERSET SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

748 101825 Gymboree Retail Stores, Inc. 5026 SIMON PREMIUIM OUTLETS STORE LEASE RE: STORE #5026 ‐  ROUND ROCK PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

749 102308 Gymboree Retail Stores, Inc. 6239 SIMON PREMIUM GROUP STORE LEASE RE: STORE #6239 ‐  COLORADO MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

750 101871 Gymboree Retail Stores, Inc. 5070 SIMON PREMIUM GROUP STORE LEASE RE: STORE #5070 ‐  COLORADO MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 125 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 265 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

751 102412 Gymboree Retail Stores, Inc. 6312 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #6312 ‐  ARIZONA MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

752 102231 Gymboree Retail Stores, Inc. 6169 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #6169 ‐  GRAPEVINE MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

753 102181 Gymboree Retail Stores, Inc. 6135 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #6135 ‐  POTOMAC MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

754 101746 Gymboree Retail Stores, Inc. 2801 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #2801 ‐ 

Orlando International PremiumOutlets

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

755 101747 Gymboree Retail Stores, Inc. 2802 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2802 ‐ San Marcos Outlet Malls Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

756 101748 Gymboree Retail Stores, Inc. 2803 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2803 ‐  SAWGRASS MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 126 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 266 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

757 101749 Gymboree Retail Stores, Inc. 2804 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2804 ‐ SILVER SANDS FACTORY STORES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

758 101751 Gymboree Retail Stores, Inc. 2806 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2806 ‐  Williamsburg Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

759 101754 Gymboree Retail Stores, Inc. 2809 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2809 ‐ KATY MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

760 101763 Gymboree Retail Stores, Inc. 2816 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2816 ‐ NAPA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

761 101764 Gymboree Retail Stores, Inc. 2817 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2817 ‐ SAN FRANCISCO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

762 101765 Gymboree Retail Stores, Inc. 2818 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2818 ‐ Grand Prairie Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 127 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 267 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

763 101766 Gymboree Retail Stores, Inc. 2819 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2819 ‐  ONTARIO MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

764 101767 Gymboree Retail Stores, Inc. 2820 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2820 ‐  WOODBURN COMPANY STORES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

765 101768 Gymboree Retail Stores, Inc. 2821 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2821 ‐  POTOMAC MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

766 101770 Gymboree Retail Stores, Inc. 2823 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2823 ‐ OPRY MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

767 101773 Gymboree Retail Stores, Inc. 2826 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2826 ‐  HAGERSTOWN PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

768 101775 Gymboree Retail Stores, Inc. 2828 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2828 ‐  TAMPA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 128 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 268 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

769 101776 Gymboree Retail Stores, Inc. 2829 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2829 ‐  ARUNDEL MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

770 101781 Gymboree Retail Stores, Inc. 2831 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2831 ‐ Twin Cities Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

771 101782 Gymboree Retail Stores, Inc. 2832 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2832 ‐  CONCORD MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

772 101786 Gymboree Retail Stores, Inc. 2836 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2836 ‐  ROUND ROCK PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

773 101788 Gymboree Retail Stores, Inc. 2838 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #2838 ‐ 

WRENTHAM VILLAGE PREMIUM

OUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

774 101792 Gymboree Retail Stores, Inc. 2842 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2842 ‐  CHARLOTTE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 129 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 269 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

775 101793 Gymboree Retail Stores, Inc. 2844 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #2844 ‐  CHICAGO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

776 101801 Gymboree Retail Stores, Inc. 5001 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5001 ‐ Birch Run Marketplace Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

777 101803 Gymboree Retail Stores, Inc. 5003 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5003 ‐ GREAT MALL OF THE BAY AREA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

778 101805 Gymboree Retail Stores, Inc. 5005 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5005 ‐  Pleasant Prairie Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

779 101806 Gymboree Retail Stores, Inc. 5006 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5006 ‐  POTOMAC MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

780 101807 Gymboree Retail Stores, Inc. 5007 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5007 ‐ San Marcos Outlet Malls Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 130 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 270 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

781 101808 Gymboree Retail Stores, Inc. 5008 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5008 ‐  HAGERSTOWN PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

782 101809 Gymboree Retail Stores, Inc. 5009 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5009 ‐  Ellenton Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

783 101812 Gymboree Retail Stores, Inc. 5012 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5012 ‐  ONTARIO MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

784 101813 Gymboree Retail Stores, Inc. 5013 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5013 ‐  SAWGRASS MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

785 101814 Gymboree Retail Stores, Inc. 5014 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5014 ‐  Williamsburg Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

786 101816 Gymboree Retail Stores, Inc. 5017 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5017 ‐ LAS AMERICAS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 131 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 271 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

787 101818 Gymboree Retail Stores, Inc. 5019 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5019 ‐  ARUNDEL MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

788 101820 Gymboree Retail Stores, Inc. 5021 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5021 ‐  CONCORD MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

789 101821 Gymboree Retail Stores, Inc. 5022 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5022 ‐ JERSEY GARDENS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

790 101824 Gymboree Retail Stores, Inc. 5025 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5025 ‐  NORTH GEORGIA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

791 101827 Gymboree Retail Stores, Inc. 5028 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #5028 ‐ 

LEESBURG CORNER PREMIUM

OUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

792 101828 Gymboree Retail Stores, Inc. 5029 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5029 ‐  Gaffney Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 132 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 272 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

793 101832 Gymboree Retail Stores, Inc. 5032 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5032 ‐  GRAPEVINE MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

794 101833 Gymboree Retail Stores, Inc. 5033 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5033 ‐ NAPA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

795 101836 Gymboree Retail Stores, Inc. 5035 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5035 ‐  Queenstown Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

796 101840 Gymboree Retail Stores, Inc. 5038 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5038 ‐  WOODBURN COMPANY STORES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

797 101843 Gymboree Retail Stores, Inc. 5040 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5040 ‐  ARIZONA MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

798 101850 Gymboree Retail Stores, Inc. 5045 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5045 ‐ KATY MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 133 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 273 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

799 101855 Gymboree Retail Stores, Inc. 5050 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5050 ‐  EDINBURGH PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

800 101856 Gymboree Retail Stores, Inc. 5051 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5051 ‐  JACKSON PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

801 101859 Gymboree Retail Stores, Inc. 5054 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5054 ‐  ORLANDO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

802 101860 Gymboree Retail Stores, Inc. 5055 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5055 ‐ THE CROSSINGS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

803 101861 Gymboree Retail Stores, Inc. 5056 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5056 ‐  WAIKELE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

804 101862 Gymboree Retail Stores, Inc. 5057 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5057 ‐  WATERLOO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 134 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 274 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

805 101863 Gymboree Retail Stores, Inc. 5060 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #5060 ‐ 

WRENTHAM VILLAGE PREMIUMOUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

806 101864 Gymboree Retail Stores, Inc. 5061 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #5061 ‐ 

WOODBURY COMMON PREMIUM

OUTLETS

Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

807 101866 Gymboree Retail Stores, Inc. 5063 SIMON PREMIUM OUTLETS

STORE LEASE RE: STORE #5063 ‐ 

Orlando International PremiumOutlets

Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

808 101874 Gymboree Retail Stores, Inc. 5073 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5073 ‐  SEATTLE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

809 101875 Gymboree Retail Stores, Inc. 5074 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5074 ‐  CHICAGO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

810 101876 Gymboree Retail Stores, Inc. 5075 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5075 ‐ ST. AUGUSTINE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 135 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 275 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

811 101880 Gymboree Retail Stores, Inc. 5079 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5079 ‐  FACTORY STORES @ NORTH BEND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

812 101881 Gymboree Retail Stores, Inc. 5080 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5080 ‐  JOHNSON CREEK PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

813 101882 Gymboree Retail Stores, Inc. 5081 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5081 ‐  Calhoun Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

814 101883 Gymboree Retail Stores, Inc. 5082 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5082 ‐  Gulfport Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

815 101884 Gymboree Retail Stores, Inc. 5083 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5083 ‐ Lee Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

816 101890 Gymboree Retail Stores, Inc. 5086 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5086 ‐  GURNEE MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 136 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 276 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

817 101896 Gymboree Retail Stores, Inc. 5091 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5091 ‐  HOUSTON PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

818 101897 Gymboree Retail Stores, Inc. 5092 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5092 ‐ JERSEY SHORES PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

819 101898 Gymboree Retail Stores, Inc. 5093 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5093 ‐ OSAGE BEACH PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

820 101914 Gymboree Retail Stores, Inc. 5105 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5105 ‐ OPRY MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

821 101922 Gymboree Retail Stores, Inc. 5112 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5112 ‐  SUGARLOAF MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

822 101923 Gymboree Retail Stores, Inc. 5113 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5113 ‐  FRANKLIN MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 137 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 277 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

823 101925 Gymboree Retail Stores, Inc. 5119 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5119 ‐ BLOCK AT ORANGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

824 101926 Gymboree Retail Stores, Inc. 5121 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5121 ‐  Lebanon Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

825 101927 Gymboree Retail Stores, Inc. 5122 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5122 ‐ Pismo Beach Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

826 101933 Gymboree Retail Stores, Inc. 5128 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5128 ‐  PETALUMA VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

827 101937 Gymboree Retail Stores, Inc. 5131 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5131 ‐  CINCINNATI PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

828 101938 Gymboree Retail Stores, Inc. 5132 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5132 ‐  MERRIMACK PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 138 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 278 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

829 101939 Gymboree Retail Stores, Inc. 5133 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5133 ‐ Grand Prairie Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

830 101940 Gymboree Retail Stores, Inc. 5134 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5134 ‐ SAN FRANCISCO PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

831 101955 Gymboree Retail Stores, Inc. 5147 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5147 ‐ SILVER SANDS FACTORY STORES Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

832 101959 Gymboree Retail Stores, Inc. 5152 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5152 ‐  AURORA FARMS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

833 101961 Gymboree Retail Stores, Inc. 5155 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5155 ‐  FLORIDA KEYS OUTLET CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

834 101988 Gymboree Retail Stores, Inc. 5174 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5174 ‐ ST. LOUIS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 139 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 279 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

835 101989 Gymboree Retail Stores, Inc. 5175 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5175 ‐  TAMPA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

836 101990 Gymboree Retail Stores, Inc. 5176 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5176 ‐ Twin Cities Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

837 102002 Gymboree Retail Stores, Inc. 5189 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5189 ‐  GLOUCESTER PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

838 102003 Gymboree Retail Stores, Inc. 5190 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5190 ‐  CHARLOTTE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

839 102008 Gymboree Retail Stores, Inc. 5603 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5603 ‐  GROVE CITY PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

840 102009 Gymboree Retail Stores, Inc. 5604 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5604 ‐  HAGERSTOWN PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 140 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 280 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

841 102012 Gymboree Retail Stores, Inc. 5609 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5609 ‐  NORTH GEORGIA PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

842 102013 Gymboree Retail Stores, Inc. 5610 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5610 ‐ Grand Prairie Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

843 102017 Gymboree Retail Stores, Inc. 5614 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5614 ‐  ROUND ROCK PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

844 102019 Gymboree Retail Stores, Inc. 5616 SIMON PREMIUM OUTLETS STORE LEASE RE: STORE #5616 ‐ Twin Cities Premium Outlets Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

845 102560 Gymboree Retail Stores, Inc. 6424 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6424 ‐ APPLE BLOSSOM MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

846 102559 Gymboree Retail Stores, Inc. 6423 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6423 ‐  HAYWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 141 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 281 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

847 102553 Gymboree Retail Stores, Inc. 6419 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6419 ‐  CRYSTAL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

848 100789 Gymboree Retail Stores, Inc. 4 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0004 ‐  STANFORD SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

849 100796 Gymboree Retail Stores, Inc. 11 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0011 ‐ BREA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

850 100807 Gymboree Retail Stores, Inc. 22 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0022 ‐  BURLINGTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

851 102535 Gymboree Retail Stores, Inc. 6407 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6407 ‐  INGRAM PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

852 100819 Gymboree Retail Stores, Inc. 35 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0035 ‐  SOUTH SHORE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 142 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 282 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

853 100820 Gymboree Retail Stores, Inc. 36 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0036 ‐ DEL AMO FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

854 100821 Gymboree Retail Stores, Inc. 37 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0037 ‐  ROCKAWAY TOWNSQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

855 100829 Gymboree Retail Stores, Inc. 43 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0043 ‐ SHOPS AT MISSION VIEJO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

856 100830 Gymboree Retail Stores, Inc. 44 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0044 ‐  STONERIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

857 100833 Gymboree Retail Stores, Inc. 47 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0047 ‐  EMERALD SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

858 100834 Gymboree Retail Stores, Inc. 49 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0049 ‐  FASHION VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 143 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 283 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

859 100852 Gymboree Retail Stores, Inc. 67 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0067 ‐ TOWN CENTER AT COBB Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

860 100853 Gymboree Retail Stores, Inc. 68 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0068 ‐  SOUTHDALE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

861 102531 Gymboree Retail Stores, Inc. 6404 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6404 ‐  HAMILTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

862 102529 Gymboree Retail Stores, Inc. 6402 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6402 ‐ MALL AT TUTTLE CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

863 100867 Gymboree Retail Stores, Inc. 80 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0080 ‐ MALL AT CHESTNUT HILL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

864 100877 Gymboree Retail Stores, Inc. 86 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0086 ‐  FASHION CENTRE AT PENTAGON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 144 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 284 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

865 100890 Gymboree Retail Stores, Inc. 99 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0099 ‐  WOODFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

866 102515 Gymboree Retail Stores, Inc. 6394 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6394 ‐  CORDOVA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

867 100897 Gymboree Retail Stores, Inc. 104 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0104 ‐ PENN SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

868 100901 Gymboree Retail Stores, Inc. 107 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0107 ‐ SMITH HAVEN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

869 100905 Gymboree Retail Stores, Inc. 111 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0111 ‐  WOODLAND HILLS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

870 100909 Gymboree Retail Stores, Inc. 118 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0118 ‐ THE AVENUES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 145 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 285 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

871 100921 Gymboree Retail Stores, Inc. 134 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0134 ‐  ORLAND SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

872 100928 Gymboree Retail Stores, Inc. 142 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0142 ‐  BRIARWOOD Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

873 100935 Gymboree Retail Stores, Inc. 148 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0148 ‐  BARTON CREEK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

874 100938 Gymboree Retail Stores, Inc. 152 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0152 ‐ SANTA ROSA PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

875 100939 Gymboree Retail Stores, Inc. 153 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0153 ‐  DADELAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

876 100946 Gymboree Retail Stores, Inc. 164 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0164 ‐  HOUSTON GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 146 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 286 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

877 100956 Gymboree Retail Stores, Inc. 174 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0174 ‐ CAPE COD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

878 100962 Gymboree Retail Stores, Inc. 181 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0181 ‐  KEYSTONE FASHION MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

879 100965 Gymboree Retail Stores, Inc. 186 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0186 ‐  ROOSEVELT FIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

880 100977 Gymboree Retail Stores, Inc. 196 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0196 ‐  HAYWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

881 102480 Gymboree Retail Stores, Inc. 6366 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6366 ‐  MCCAIN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

882 100986 Gymboree Retail Stores, Inc. 202 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0202 ‐  PHEASANT LANE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 147 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 287 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

883 100990 Gymboree Retail Stores, Inc. 208 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0208 ‐ WEST TOWN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

884 100995 Gymboree Retail Stores, Inc. 212 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0212 ‐  WESTCHESTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

885 100998 Gymboree Retail Stores, Inc. 215 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0215 ‐  CORDOVA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

886 101012 Gymboree Retail Stores, Inc. 231 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0231 ‐  CRYSTAL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

887 101014 Gymboree Retail Stores, Inc. 233 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0233 ‐  EMPIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

888 101015 Gymboree Retail Stores, Inc. 237 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0237 ‐ MALL OF NEW HAMPSHIRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 148 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 288 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

889 101029 Gymboree Retail Stores, Inc. 250 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0250 ‐ CIELO VISTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

890 101033 Gymboree Retail Stores, Inc. 253 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0253 ‐  UNIVERSITY PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

891 102458 Gymboree Retail Stores, Inc. 6350 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6350 ‐  GURNEE MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

892 101065 Gymboree Retail Stores, Inc. 279 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0279 ‐  BATTLEFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

893 101067 Gymboree Retail Stores, Inc. 282 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0282 ‐ CORAL SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

894 101076 Gymboree Retail Stores, Inc. 293 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0293 ‐ LENOX SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 149 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 289 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

895 101080 Gymboree Retail Stores, Inc. 296 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0296 ‐  SOUTHRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

896 101081 Gymboree Retail Stores, Inc. 297 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0297 ‐  FLORIDA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

897 101091 Gymboree Retail Stores, Inc. 305 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0305 ‐ THE FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

898 101101 Gymboree Retail Stores, Inc. 313 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0313 ‐  NORTHGATE MALL (WA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

899 101104 Gymboree Retail Stores, Inc. 315 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0315 ‐  COLLEGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

900 101110 Gymboree Retail Stores, Inc. 319 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0319 ‐ WHITE OAKS MALL (IL) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 150 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 290 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

901 101113 Gymboree Retail Stores, Inc. 322 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0322 ‐  SOLOMON POND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

902 102415 Gymboree Retail Stores, Inc. 6315 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6315 ‐ PRIEN LAKE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

903 101128 Gymboree Retail Stores, Inc. 337 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0337 ‐  LAKELINE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

904 101135 Gymboree Retail Stores, Inc. 345 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0345 ‐  SUMMIT MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

905 102411 Gymboree Retail Stores, Inc. 6311 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6311 ‐  SUGARLOAF MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

906 102410 Gymboree Retail Stores, Inc. 6310 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6310 ‐  SOUTHRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 151 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 291 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

907 101144 Gymboree Retail Stores, Inc. 358 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0358 ‐  NORTH EAST MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

908 102400 Gymboree Retail Stores, Inc. 6301 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6301 ‐  COLLEGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

909 101163 Gymboree Retail Stores, Inc. 376 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0376 ‐  TIPPECANOE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

910 101164 Gymboree Retail Stores, Inc. 377 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0377 ‐ ROSS PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

911 102393 Gymboree Retail Stores, Inc. 6297 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6297 ‐  TIPPECANOE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

912 101177 Gymboree Retail Stores, Inc. 390 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0390 ‐  WOLFCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 152 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 292 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

913 101178 Gymboree Retail Stores, Inc. 391 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0391 ‐ MALL AT TUTTLE CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

914 102388 Gymboree Retail Stores, Inc. 6293 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6293 ‐  TYRONE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

915 102387 Gymboree Retail Stores, Inc. 6292 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6292 ‐  AUBURN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

916 101192 Gymboree Retail Stores, Inc. 407 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0407 ‐ LA PLAZA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

917 101211 Gymboree Retail Stores, Inc. 426 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0426 ‐  COLUMBIA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

918 101214 Gymboree Retail Stores, Inc. 428 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0428 ‐ SHOPS AT RIVERSIDE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 153 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 293 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

919 101223 Gymboree Retail Stores, Inc. 439 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0439 ‐ APPLE BLOSSOM MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

920 101224 Gymboree Retail Stores, Inc. 440 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0440 ‐  BROADWAY SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

921 101230 Gymboree Retail Stores, Inc. 445 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0445 ‐  AUBURN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

922 101237 Gymboree Retail Stores, Inc. 449 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0449 ‐  MCCAIN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

923 102351 Gymboree Retail Stores, Inc. 6268 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6268 ‐ CORAL SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

924 102347 Gymboree Retail Stores, Inc. 6265 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6265 ‐ BAY PARK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 154 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 294 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

925 101260 Gymboree Retail Stores, Inc. 470 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0470 ‐  INDEPENDENCE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

926 101262 Gymboree Retail Stores, Inc. 474 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0474 ‐  MENLO PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

927 101272 Gymboree Retail Stores, Inc. 483 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0483 ‐  MILLER HILL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

928 101278 Gymboree Retail Stores, Inc. 491 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0491 ‐  TREASURE COAST SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

929 101284 Gymboree Retail Stores, Inc. 496 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0496 ‐  ANCHORAGE 5TH AVE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

930 102326 Gymboree Retail Stores, Inc. 6253 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6253 ‐ OPRY MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 155 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 295 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

931 101292 Gymboree Retail Stores, Inc. 504 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0504 ‐ FOX RUN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

932 102314 Gymboree Retail Stores, Inc. 6245 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6245 ‐  GREENWOOD PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

933 102313 Gymboree Retail Stores, Inc. 6244 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6244 ‐  WOLFCHASE GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

934 102302 Gymboree Retail Stores, Inc. 6234 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6234 ‐  SUMMIT MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

935 101311 Gymboree Retail Stores, Inc. 528 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0528 ‐ BAY PARK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

936 102284 Gymboree Retail Stores, Inc. 6218 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6218 ‐  LIBERTY TREE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 156 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 296 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

937 101345 Gymboree Retail Stores, Inc. 568 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0568 ‐ MALL OF GEORGIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

938 102273 Gymboree Retail Stores, Inc. 6208 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6208 ‐ WHITE OAKS MALL (IL) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

939 102267 Gymboree Retail Stores, Inc. 6199 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6199 ‐  SOLOMON POND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

940 101402 Gymboree Retail Stores, Inc. 618 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0618 ‐  SQUARE ONE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

941 101441 Gymboree Retail Stores, Inc. 644 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0644 ‐ CLAY TERRACE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

942 101442 Gymboree Retail Stores, Inc. 659 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0659 ‐  FIREWHEEL TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 157 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 297 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

943 102236 Gymboree Retail Stores, Inc. 6173 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6173 ‐  SQUARE ONE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

944 101447 Gymboree Retail Stores, Inc. 662 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0662 ‐  COCONUT POINT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

945 102233 Gymboree Retail Stores, Inc. 6171 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6171 ‐ GREAT MALL OF THE BAY AREA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

946 102232 Gymboree Retail Stores, Inc. 6170 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6170 ‐  ARUNDEL MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

947 101465 Gymboree Retail Stores, Inc. 679 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0679 ‐  ROCKINGHAM PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

948 101473 Gymboree Retail Stores, Inc. 686 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0686 ‐ ABQ UPTOWN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 158 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 298 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

949 101477 Gymboree Retail Stores, Inc. 690 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0690 ‐  GREENWOOD PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

950 101489 Gymboree Retail Stores, Inc. 902 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0902 ‐ BREA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

951 101493 Gymboree Retail Stores, Inc. 907 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0907 ‐  WESTCHESTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

952 101504 Gymboree Retail Stores, Inc. 917 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0917 ‐  BARTON CREEK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

953 101506 Gymboree Retail Stores, Inc. 920 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0920 ‐  HOUSTON GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

954 101508 Gymboree Retail Stores, Inc. 924 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0924 ‐  WOODFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 159 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 299 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

955 101511 Gymboree Retail Stores, Inc. 926 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0926 ‐ SHOPS AT MISSION VIEJO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

956 101514 Gymboree Retail Stores, Inc. 931 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0931 ‐  SOUTHPARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

957 101519 Gymboree Retail Stores, Inc. 936 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0936 ‐ LA PLAZA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

958 101530 Gymboree Retail Stores, Inc. 949 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0949 ‐  KEYSTONE FASHION MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

959 101537 Gymboree Retail Stores, Inc. 957 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0957 ‐  ROOSEVELT FIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

960 101557 Gymboree Retail Stores, Inc. 978 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0978 ‐  ORLAND SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 160 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 300 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

961 101572 Gymboree Retail Stores, Inc. 994 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0994 ‐  PHIPPS PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

962 101577 Gymboree Retail Stores, Inc. 998 SIMON PROPERTY GROUP STORE LEASE RE: STORE #0998 ‐ SHOPS AT RIVERSIDE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

963 102208 Gymboree Retail Stores, Inc. 6154 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6154 ‐ ST CHARLES TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

964 102207 Gymboree Retail Stores, Inc. 6153 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6153 ‐ CLAY TERRACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

965 102204 Gymboree Retail Stores, Inc. 6151 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6151 ‐  BROADWAY SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

966 102203 Gymboree Retail Stores, Inc. 6150 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6150 ‐  CONCORD MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 161 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 301 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

967 101618 Gymboree Retail Stores, Inc. 1724 SIMON PROPERTY GROUP STORE LEASE RE: STORE #1724 ‐  HAMILTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

968 101639 Gymboree Retail Stores, Inc. 1745 SIMON PROPERTY GROUP STORE LEASE RE: STORE #1745 ‐  OCEAN COUNTY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

969 102191 Gymboree Retail Stores, Inc. 6143 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6143 ‐  NEWPORT CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

970 101644 Gymboree Retail Stores, Inc. 1752 SIMON PROPERTY GROUP STORE LEASE RE: STORE #1752 ‐  TACOMA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

971 101652 Gymboree Retail Stores, Inc. 1757 SIMON PROPERTY GROUP STORE LEASE RE: STORE #1757 ‐ ST. JOHN'S TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

972 102178 Gymboree Retail Stores, Inc. 6133 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6133 ‐  LAKELINE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 162 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 302 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

973 102177 Gymboree Retail Stores, Inc. 6132 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6132 ‐ LA PLAZA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

974 102176 Gymboree Retail Stores, Inc. 6131 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6131 ‐ BREA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

975 102175 Gymboree Retail Stores, Inc. 6130 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6130 ‐ SHOPS AT MISSION VIEJO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

976 102174 Gymboree Retail Stores, Inc. 6129 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6129 ‐ CIELO VISTA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

977 102173 Gymboree Retail Stores, Inc. 6128 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6128 ‐  NORTH EAST MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

978 102172 Gymboree Retail Stores, Inc. 6127 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6127 ‐  COLUMBIA CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 163 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 303 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

979 102171 Gymboree Retail Stores, Inc. 6126 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6126 ‐  MIDLAND PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

980 102169 Gymboree Retail Stores, Inc. 6124 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6124 ‐  FIREWHEEL TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

981 102168 Gymboree Retail Stores, Inc. 6123 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6123 ‐ WEST TOWN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

982 102167 Gymboree Retail Stores, Inc. 6122 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6122 ‐  WOODLAND HILLS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

983 102166 Gymboree Retail Stores, Inc. 6121 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6121 ‐ THE AVENUES Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

984 102165 Gymboree Retail Stores, Inc. 6120 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6120 ‐  UNIVERSITY PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 164 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 304 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

985 102161 Gymboree Retail Stores, Inc. 6118 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6118 ‐  SOUTH SHORE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

986 102160 Gymboree Retail Stores, Inc. 6117 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6117 ‐  ROCKINGHAM PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

987 102159 Gymboree Retail Stores, Inc. 6115 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6115 ‐ MALL OF NEW HAMPSHIRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

988 102158 Gymboree Retail Stores, Inc. 6114 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6114 ‐  EMERALD SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

989 101702 Gymboree Retail Stores, Inc. 2110 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2110 ‐  STANFORD SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

990 101707 Gymboree Retail Stores, Inc. 2119 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2119 ‐  PHEASANT LANE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 165 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 305 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

991 101708 Gymboree Retail Stores, Inc. 2120 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2120 ‐  SOUTH SHORE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

992 101709 Gymboree Retail Stores, Inc. 2121 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2121 ‐ THE FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

993 101711 Gymboree Retail Stores, Inc. 2123 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2123 ‐ ROSS PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

994 101731 Gymboree Retail Stores, Inc. 2140 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2140 ‐ MALL AT CHESTNUT HILL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

995 101739 Gymboree Retail Stores, Inc. 2145 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2145 ‐  BURLINGTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

996 102153 Gymboree Retail Stores, Inc. 6109 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6109 ‐  EMPIRE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 166 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 306 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

997 101774 Gymboree Retail Stores, Inc. 2827 SIMON PROPERTY GROUP STORE LEASE RE: STORE #2827 ‐  GRAPEVINE MILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

998 101873 Gymboree Retail Stores, Inc. 5072 SIMON PROPERTY GROUP STORE LEASE RE: STORE #5072 ‐  VACAVILLE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

999 102104 Gymboree Retail Stores, Inc. 6077 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6077 ‐  NORTHGATE MALL (WA) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1000 102103 Gymboree Retail Stores, Inc. 6076 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6076 ‐  ANCHORAGE 5TH AVE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1001 102102 Gymboree Retail Stores, Inc. 6075 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6075 ‐ SANTA ROSA PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1002 102032 Gymboree Retail Stores, Inc. 6011 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6011 ‐  LIVINGSTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 167 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 307 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1003 102033 Gymboree Retail Stores, Inc. 6012 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6012 ‐  HOUSTON GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1004 102049 Gymboree Retail Stores, Inc. 6030 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6030 ‐  TACOMA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1005 102057 Gymboree Retail Stores, Inc. 6037 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6037 ‐ MALL OF GEORGIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1006 102058 Gymboree Retail Stores, Inc. 6039 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6039 ‐ TOWN CENTER AT COBB Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1007 102059 Gymboree Retail Stores, Inc. 6040 SIMON PROPERTY GROUP STORE LEASE RE: STORE #6040 ‐  CASTLETON SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1008 102524 Gymboree Retail Stores, Inc. 6398 SIMON PROPERTY GROUP/UBS REALTY INV STORE LEASE RE: STORE #6398 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 168 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 308 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1009 102523 Gymboree Retail Stores, Inc. 6398 SIMON PROPERTY GROUP/UBS REALTY INV STORE LEASE RE: STORE #6398 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1010 101579 Gymboree Retail Stores, Inc. 1701 SIMON PROPERTY GROUP/UBS REALTY INV STORE LEASE RE: STORE #1701 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1011 101580 Gymboree Retail Stores, Inc. 1701 SIMON PROPERTY GROUP/UBS REALTY INV STORE LEASE RE: STORE #1701 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1012 101857 Gymboree Retail Stores, Inc. 5052 SIMON/CHELSEA LAS VEGAS NORTH PREMIUM OUTLETS STORE LEASE RE: STORE #5052 ‐ LAS VEGAS PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1013 101375 Gymboree Retail Stores, Inc. 590 SIMON‐KRAVCO (SAGEMORE MGNT) STORE LEASE RE: STORE #0590 ‐  PROMENADE AT SAGEMORE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1014 101085 Gymboree Retail Stores, Inc. 300 SOMERSET COLLECTION LP STORE LEASE RE: STORE #0300 ‐  SOMERSET NORTH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 169 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 309 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1015 101295 Gymboree Retail Stores, Inc. 507 SOONMALL STORE LEASE RE: STORE #0507 ‐  SOONER FASHION MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1016 100806 Gymboree Retail Stores, Inc. 18 SOUTH COAST PL MGMT SERVICES STORE LEASE RE: STORE #0018 ‐  SOUTH COAST PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1017 101663 Gymboree Retail Stores, Inc. 1765 SOUTHBURY 84 ASSOCIATES, LP STORE LEASE RE: STORE #1765 ‐  SOUTHBURY GREEN Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1018 101218 Gymboree Retail Stores, Inc. 432 SOUTHGATE MALL ASSOC. STORE LEASE RE: STORE #0432 ‐  SOUTHGATE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1019 101219 Gymboree Retail Stores, Inc. 432 SOUTHGATE MALL ASSOCIATES, LLP STORE LEASE RE: STORE #0432 ‐  SOUTHGATE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1020 102279 Gymboree Retail Stores, Inc. 6213 SOUTHLAND CENTER, LLC STORE LEASE RE: STORE #6213 ‐  SOUTHLAND MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 170 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 310 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1021 101119 Gymboree Retail Stores, Inc. 330 SOUTHPARK MALL LLC STORE LEASE RE: STORE #0330 ‐  SOUTHPARK CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1022 102361 Gymboree Retail Stores, Inc. 6275 SOUTHY COUNTY SHOPPINGTOWN, LLC STORE LEASE RE: STORE #6275 ‐  SOUTH COUNTY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1023 102396 Gymboree Retail Stores, Inc. 6298 SPARKS LEGENDS DEVELOPMENT, INC STORE LEASE RE: STORE #6298 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1024 101921 Gymboree Retail Stores, Inc. 5110 SPARKS LEGENDS DEVELOPMENT, INC STORE LEASE RE: STORE #5110 ‐  LEGENDS OUTLETS AT KANSAS CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1025 102007 Gymboree Retail Stores, Inc. 5602 SPG FINANCE II, LLC STORE LEASE RE: STORE #5602 ‐  VACAVILLE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1026 101789 Gymboree Retail Stores, Inc. 2839 SPG HOUSTON HOLDINGS, LP STORE LEASE RE: STORE #2839 ‐  HOUSTON PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 171 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 311 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1027 102043 Gymboree Retail Stores, Inc. 6023 SPINOSO REAL ESTATE GROUP STORE LEASE RE: STORE #6023 ‐  MORENO VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1028 101330 Gymboree Retail Stores, Inc. 546 SPOKANE VALLEY MALL STORE LEASE RE: STORE #0546 ‐  SPOKANE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1029 102126 Gymboree Retail Stores, Inc. 6092 SPOKANE VALLEY MALL STORE LEASE RE: STORE #6092 ‐  SPOKANE VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1030 101052 Gymboree Retail Stores, Inc. 268 SPRINGFIELD MALL STORE LEASE RE: STORE #0268 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1031 102202 Gymboree Retail Stores, Inc. 6149 SPRINGFIELD MALL STORE LEASE RE: STORE #6149 ‐  SPRINGFIELD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1032 102562 Gymboree Retail Stores, Inc. 6425 SPRINGFIELD TOWN CENTER MANAGEMENT OFFICE STORE LEASE RE: STORE #6425 ‐  SPRINGFIELD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 172 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 312 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1033 100850 Gymboree Retail Stores, Inc. 65 SPRINGFIELD TOWN CENTER MANAGEMENT OFFICE STORE LEASE RE: STORE #0065 ‐  SPRINGFIELD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1034 101695 Gymboree Retail Stores, Inc. 2107 SRP PROPERTY MANAGEMENT LLC STORE LEASE RE: STORE #2107 ‐ BLUE BACK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1035 102421 Gymboree Retail Stores, Inc. 6323 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #6323 ‐ KITSAP MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1036 102373 Gymboree Retail Stores, Inc. 6284 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #6284 ‐  CHICAGO RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1037 101696 Gymboree Retail Stores, Inc. 2107 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #2107 ‐ BLUE BACK SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1038 102145 Gymboree Retail Stores, Inc. 6104 SRP PROPERTY MANAGEMENT, LLC STORE LEASE RE: STORE #6104 ‐  NORTHRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 173 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 313 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1039 101790 Gymboree Retail Stores, Inc. 2840 ST. AUGUSTINE PREMIUM OUTLETS STORE LEASE RE: STORE #2840 ‐ ST. AUGUSTINE PREMIUM OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1040 102374 Gymboree Retail Stores, Inc. 6284 STAR‐WEST CHICAGO RIDGE, LLC STORE LEASE RE: STORE #6284 ‐  CHICAGO RIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1041 102567 Gymboree Retail Stores, Inc. 6428 STAR‐WEST FRANKLIN PARK MALL, LLC STORE LEASE RE: STORE #6428 ‐  FRANKLIN PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1042 100899 Gymboree Retail Stores, Inc. 106 STAR‐WEST FRANKLIN PARK MALL, LLC STORE LEASE RE: STORE #0106 ‐  FRANKLIN PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1043 102375 Gymboree Retail Stores, Inc. 6285 STAR‐WEST PARKWAY MALL, LP STORE LEASE RE: STORE #6285 ‐  PARKWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1044 101429 Gymboree Retail Stores, Inc. 634 STAR‐WEST PARKWAY MALL, LP STORE LEASE RE: STORE #0634 ‐  PARKWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 174 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 314 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1045 102568 Gymboree Retail Stores, Inc. 6428 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6428 ‐  FRANKLIN PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1046 100900 Gymboree Retail Stores, Inc. 106 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0106 ‐  FRANKLIN PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1047 101069 Gymboree Retail Stores, Inc. 284 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0284 ‐ PLAZA WEST COVINA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1048 101120 Gymboree Retail Stores, Inc. 330 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0330 ‐  SOUTHPARK CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1049 101130 Gymboree Retail Stores, Inc. 339 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0339 ‐  BELDEN VILLAGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1050 102376 Gymboree Retail Stores, Inc. 6285 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6285 ‐  PARKWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 175 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 315 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1051 102305 Gymboree Retail Stores, Inc. 6237 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6237 ‐  ARBORETUM AT SOUTH BARRINGTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1052 101323 Gymboree Retail Stores, Inc. 543 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0543 ‐  MACARTHUR CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1053 101366 Gymboree Retail Stores, Inc. 584 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0584 ‐  WILLOW BEND Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1054 101369 Gymboree Retail Stores, Inc. 586 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0586 ‐  WELLINGTON GREEN Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 176 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 316 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1055 101430 Gymboree Retail Stores, Inc. 634 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0634 ‐  PARKWAY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1056 101457 Gymboree Retail Stores, Inc. 674 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0674 ‐ THE PROMENADE BOLINGBROOK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1057 101498 Gymboree Retail Stores, Inc. 912 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0912 ‐  WILLOW BEND Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1058 101565 Gymboree Retail Stores, Inc. 989 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #0989 ‐  PARTRIDGE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1059 102146 Gymboree Retail Stores, Inc. 6104 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6104 ‐  NORTHRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1060 102135 Gymboree Retail Stores, Inc. 6099 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6099 ‐  WESTLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 177 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 317 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1061 102106 Gymboree Retail Stores, Inc. 6078 STARWOOD PROPERTY MANAGEMENT STORE LEASE RE: STORE #6078 ‐ PLAZA WEST COVINA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1062 100836 Gymboree Retail Stores, Inc. 51 STATEN ISLAND MALL STORE LEASE RE: STORE #0051 ‐  STATEN ISLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1063 101383 Gymboree Retail Stores, Inc. 598 STEINER + ASSOCIATES, INC. STORE LEASE RE: STORE #0598 ‐  EASTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1064 101734 Gymboree Retail Stores, Inc. 2142 STEINER + ASSOCIATES, INC. STORE LEASE RE: STORE #2142 ‐  EASTON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1065 101275 Gymboree Retail Stores, Inc. 486 STELLA DERONGHE STORE LEASE RE: STORE #0486 ‐  GROSSE POINT Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1066 101629 Gymboree Retail Stores, Inc. 1734 STONE BROTHERS & ASSOCIATES STORE LEASE RE: STORE #1734 ‐  STONECREEK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 178 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 318 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1067 101630 Gymboree Retail Stores, Inc. 1734 STONE BROTHERS & ASSOCIATES STORE LEASE RE: STORE #1734 ‐  STONECREEK VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1068 101358 Gymboree Retail Stores, Inc. 578 STONEBRIAR CENTER STORE LEASE RE: STORE #0578 ‐  STONEBRIAR CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1069 100793 Gymboree Retail Stores, Inc. 8 STONESTOWN GALLERIA STORE LEASE RE: STORE #0008 ‐  STONESTOWN GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1070 101682 Gymboree Retail Stores, Inc. 1780 STRAWBERRY VILLAGE RETAIL, LLC STORE LEASE RE: STORE #1780 ‐  STRAWBERRY VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1071 101234 Gymboree Retail Stores, Inc. 447 SUSQUEHANNA VALLEY MALL STORE LEASE RE: STORE #0447 ‐  SUSQUEHANNA VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1072 101780 Gymboree Retail Stores, Inc. 2830 TALISMAN COMPANIES GROUP LLC STORE LEASE RE: STORE #2830 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 179 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 319 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1073 101889 Gymboree Retail Stores, Inc. 5085 TALISMAN COMPANIES GROUP LLC STORE LEASE RE: STORE #5085 ‐  FASHION OUTLETS AT NIAGARA FALLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1074 101750 Gymboree Retail Stores, Inc. 2805 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2805 ‐  TANGER @ REHOBOTH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1075 101752 Gymboree Retail Stores, Inc. 2807 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2807 ‐  TANGER @ SEVIERVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1076 101755 Gymboree Retail Stores, Inc. 2810 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2810 ‐  TANGER @ CHARLESTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1077 101757 Gymboree Retail Stores, Inc. 2812 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2812 ‐  TANGER OUTLET @ HERSHEY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1078 101758 Gymboree Retail Stores, Inc. 2813 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2813 ‐  TANGER @ HILTON HEAD Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 180 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 320 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1079 101771 Gymboree Retail Stores, Inc. 2824 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2824 ‐  TANGER @ THE ARCHES/DEER PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1080 101783 Gymboree Retail Stores, Inc. 2833 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2833 ‐  TANGER @ SAVANNAH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1081 101791 Gymboree Retail Stores, Inc. 2841 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #2841 ‐  TANGER @ PITTSBURGH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1082 101810 Gymboree Retail Stores, Inc. 5010 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5010 ‐  TANGER @ FOLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1083 101811 Gymboree Retail Stores, Inc. 5011 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5011 ‐  TANGER @ SEVIERVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1084 101819 Gymboree Retail Stores, Inc. 5020 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5020 ‐  TANGER @ CHARLESTON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 181 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 321 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1085 101829 Gymboree Retail Stores, Inc. 5030 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5030 ‐  TANGER @ RIVERHEAD Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1086 101837 Gymboree Retail Stores, Inc. 5036 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5036 ‐  TANGER @ PARK CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1087 101848 Gymboree Retail Stores, Inc. 5043 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5043 ‐  TANGER @ HILTON HEAD Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1088 101885 Gymboree Retail Stores, Inc. 5084 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5084 ‐  TANGER @ BRANSON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1089 101893 Gymboree Retail Stores, Inc. 5088 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5088 ‐  TANGER @ PITTSBURGH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1090 101908 Gymboree Retail Stores, Inc. 5100 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5100 ‐  TANGER @ COMMERCE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 182 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 322 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1091 101909 Gymboree Retail Stores, Inc. 5101 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5101 ‐  TANGER @ MYRTLE BEACH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1092 101916 Gymboree Retail Stores, Inc. 5107 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5107 ‐  TANGER @ REHOBOTH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1093 101917 Gymboree Retail Stores, Inc. 5108 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5108 ‐  TANGER @ THE ARCHES/DEER PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1094 101918 Gymboree Retail Stores, Inc. 5109 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5109 ‐  TANGER @ TILTON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1095 101930 Gymboree Retail Stores, Inc. 5124 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5124 ‐  TANGER @ PIEDMONT/MEBANE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1096 101941 Gymboree Retail Stores, Inc. 5135 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5135 ‐  TANGER @ GONZALES Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 183 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 323 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1097 101942 Gymboree Retail Stores, Inc. 5136 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5136 ‐  TANGER @ HOWELL/KENSINGTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1098 101943 Gymboree Retail Stores, Inc. 5137 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5137 ‐  TANGER @ LOCUST GROVE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1099 101944 Gymboree Retail Stores, Inc. 5138 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5138 ‐  TANGER @ NAGS HEAD Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1100 101956 Gymboree Retail Stores, Inc. 5148 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5148 ‐  TANGER @ WILLIAMSBURG Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1101 101962 Gymboree Retail Stores, Inc. 5156 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5156 ‐  TANGER @ BLOWING ROCK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1102 101963 Gymboree Retail Stores, Inc. 5157 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5157 ‐  TANGER @ TERRELL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 184 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 324 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1103 101979 Gymboree Retail Stores, Inc. 5165 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5165 ‐  TANGER OUTLETS AT HOUSTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1104 101980 Gymboree Retail Stores, Inc. 5166 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5166 ‐  FOXWOODS DESIGNER OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1105 101991 Gymboree Retail Stores, Inc. 5177 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5177 ‐  TANGER @ SAVANNAH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1106 101997 Gymboree Retail Stores, Inc. 5183 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5183 ‐  TANGER NATIONAL HARBOR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1107 101998 Gymboree Retail Stores, Inc. 5184 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5184 ‐  TANGER OCEAN CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1108 102004 Gymboree Retail Stores, Inc. 5192 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5192 ‐  TANGER AT GRAND RAPIDS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 185 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 325 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1109 102011 Gymboree Retail Stores, Inc. 5607 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5607 ‐  TANGER @ FOLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1110 102015 Gymboree Retail Stores, Inc. 5612 TANGER FACTORY OUTLET CENTERS STORE LEASE RE: STORE #5612 ‐  TANGER @ MYRTLE BEACH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1111 101981 Gymboree Retail Stores, Inc. 5167 TANGER FACTORY OUTLETS CENTER STORE LEASE RE: STORE #5167 ‐  TANGER @ WESTGATE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1112 100817 Gymboree Retail Stores, Inc. 32 TAUBMAN CO. STORE LEASE RE: STORE #0032 ‐ FAIR OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1113 100831 Gymboree Retail Stores, Inc. 45 TAUBMAN CO. STORE LEASE RE: STORE #0045 ‐  SUNVALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1114 100863 Gymboree Retail Stores, Inc. 76 TAUBMAN CO. STORE LEASE RE: STORE #0076 ‐ MALL AT SHORT HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 186 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 326 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1115 100864 Gymboree Retail Stores, Inc. 77 TAUBMAN CO. STORE LEASE RE: STORE #0077 ‐ WEST FARMS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1116 100865 Gymboree Retail Stores, Inc. 78 TAUBMAN CO. STORE LEASE RE: STORE #0078 ‐  CHERRY CREEK SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1117 100885 Gymboree Retail Stores, Inc. 93 TAUBMAN CO. STORE LEASE RE: STORE #0093 ‐  STAMFORD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1118 100910 Gymboree Retail Stores, Inc. 120 TAUBMAN CO. STORE LEASE RE: STORE #0120 ‐ MALL AT GREEN HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1119 100922 Gymboree Retail Stores, Inc. 135 TAUBMAN CO. STORE LEASE RE: STORE #0135 ‐  TWELVE OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1120 101497 Gymboree Retail Stores, Inc. 910 TAUBMAN CO. STORE LEASE RE: STORE #0910 ‐ MALL AT SHORT HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 187 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 327 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1121 101500 Gymboree Retail Stores, Inc. 913 TAUBMAN CO. STORE LEASE RE: STORE #0913 ‐  CHERRY CREEK SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1122 101501 Gymboree Retail Stores, Inc. 914 TAUBMAN CO. STORE LEASE RE: STORE #0914 ‐  TWELVE OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1123 101507 Gymboree Retail Stores, Inc. 921 TAUBMAN CO. STORE LEASE RE: STORE #0921 ‐  INTERNATIONAL PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1124 101527 Gymboree Retail Stores, Inc. 947 TAUBMAN CO. STORE LEASE RE: STORE #0947 ‐ FAIR OAKS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1125 101664 Gymboree Retail Stores, Inc. 1766 TAUBMAN CO. STORE LEASE RE: STORE #1766 ‐ CITY CREEK CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1126 101669 Gymboree Retail Stores, Inc. 1770 TAUBMAN CO. STORE LEASE RE: STORE #1770 ‐ MALL AT UNIVERSITY TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 188 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 328 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1127 101703 Gymboree Retail Stores, Inc. 2112 TAUBMAN CO. STORE LEASE RE: STORE #2112 ‐ EL PASEO VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1128 101732 Gymboree Retail Stores, Inc. 2141 TAUBMAN CO. STORE LEASE RE: STORE #2141 ‐ MALL AT UNIVERSITY TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1129 101794 Gymboree Retail Stores, Inc. 2845 TAUBMAN CO. STORE LEASE RE: STORE #2845 ‐  PRESTIGE/CHESTERFIELD OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1130 101802 Gymboree Retail Stores, Inc. 5002 TAUBMAN CO. STORE LEASE RE: STORE #5002 ‐  DOLPHIN MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1131 101815 Gymboree Retail Stores, Inc. 5016 TAUBMAN CO. STORE LEASE RE: STORE #5016 ‐ GREAT LAKES CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1132 102066 Gymboree Retail Stores, Inc. 6047 TAUBMAN CO. STORE LEASE RE: STORE #6047 ‐  SUNVALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 189 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 329 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1133 102306 Gymboree Retail Stores, Inc. 6237 THE ARBORETUM OF SOUTH BARRINGTON STORE LEASE RE: STORE #6237 ‐  ARBORETUM AT SOUTH BARRINGTON Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1134 101452 Gymboree Retail Stores, Inc. 670 THE AZARIAN GROUP STORE LEASE RE: STORE #0670 ‐  NORTH BRUNSWICK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1135 102359 Gymboree Retail Stores, Inc. 6274 THE BOYER COMPANY STORE LEASE RE: STORE #6274 ‐  RIVERDALE SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1136 102402 Gymboree Retail Stores, Inc. 6302 THE CROSSROADS (MI) STORE LEASE RE: STORE #6302 ‐  CROSSROADS MALL (MI) Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1137 100979 Gymboree Retail Stores, Inc. 197 THE MAINE MALL STORE LEASE RE: STORE #0197 ‐  MAINE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1138 101566 Gymboree Retail Stores, Inc. 989 THE MALL AT PARTRIDGE CREEK STORE LEASE RE: STORE #0989 ‐  PARTRIDGE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 190 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 330 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1139 102310 Gymboree Retail Stores, Inc. 6240 THE MALL AT TURTLE CREEK MALL STORE LEASE RE: STORE #6240 ‐ MALL AT TURTLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1140 101370 Gymboree Retail Stores, Inc. 586 THE MALL AT WELLINGTON GREEN STORE LEASE RE: STORE #0586 ‐  WELLINGTON GREEN Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1141 100896 Gymboree Retail Stores, Inc. 103 THE MALL IN COLUMBIA STORE LEASE RE: STORE #0103 ‐ THE MALL IN COLUMBIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1142 101865 Gymboree Retail Stores, Inc. 5062 THE OUTLETS AT HERSHEY STORE LEASE RE: STORE #5062 ‐  TANGER OUTLET @ HERSHEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1143 101458 Gymboree Retail Stores, Inc. 674 THE PROMENADE AT BOLINGBROOK STORE LEASE RE: STORE #0674 ‐ THE PROMENADE BOLINGBROOK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1144 101005 Gymboree Retail Stores, Inc. 221 THE SHOPPES AT BUCKLAND HILLLS STORE LEASE RE: STORE #0221 ‐  SHOPPES AT BUCKLAND HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 191 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 331 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1145 102353 Gymboree Retail Stores, Inc. 6269 THE SHOPPES AT BUCKLAND HILLLS STORE LEASE RE: STORE #6269 ‐  SHOPPES AT BUCKLAND HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1146 102228 Gymboree Retail Stores, Inc. 6167 THE SHOPPES AT RIVER CROSSING STORE LEASE RE: STORE #6167 ‐  SHOPPES AT RIVER CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1147 101608 Gymboree Retail Stores, Inc. 1716 THE SHOPPES AT RIVER CROSSING STORE LEASE RE: STORE #1716 ‐  SHOPPES AT RIVER CROSSING Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1148 101592 Gymboree Retail Stores, Inc. 1706 THE SHOPS AT HIGHLAND VILLAGE STORE LEASE RE: STORE #1706 ‐  HIGHLAND VILLAGE (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1149 101550 Gymboree Retail Stores, Inc. 971 THE SHOPS AT SADDLE CREEK STORE LEASE RE: STORE #0971 ‐ SHOPS AT SADDLE CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1150 101367 Gymboree Retail Stores, Inc. 584 THE SHOPS AT WILLOW BEND STORE LEASE RE: STORE #0584 ‐  WILLOW BEND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 192 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 332 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1151 101373 Gymboree Retail Stores, Inc. 589 THE STREETS AT SOUTHPOINT STORE LEASE RE: STORE #0589 ‐  STREETS AT SOUTHPOINT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1152 102073 Gymboree Retail Stores, Inc. 6052 THE STREETS AT SOUTHPOINT STORE LEASE RE: STORE #6052 ‐  STREETS AT SOUTHPOINT Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1153 101017 Gymboree Retail Stores, Inc. 238 THE WOODLANDS MALL STORE LEASE RE: STORE #0238 ‐ THE WOODLANDS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1154 101532 Gymboree Retail Stores, Inc. 950 THE WOODLANDS MALL STORE LEASE RE: STORE #0950 ‐ THE WOODLANDS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1155 101895 Gymboree Retail Stores, Inc. 5090 THE WOODMONT COMPANY STORE LEASE RE: STORE #5090 ‐  COLUMBIA GORGE OUTLETS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1156 100832 Gymboree Retail Stores, Inc. 46 TOWN CENTER AT BOCA RATON TRUST STORE LEASE RE: STORE #0046 ‐ TOWN CENTER AT BOCA RATON Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 193 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 333 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1157 102555 Gymboree Retail Stores, Inc. 6420 TOWN EAST MALL STORE LEASE RE: STORE #6420 ‐ TOWN EAST MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1158 100869 Gymboree Retail Stores, Inc. 81 TOWSON TOWN CENTER STORE LEASE RE: STORE #0081 ‐  TOWSON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1159 101546 Gymboree Retail Stores, Inc. 964 TOWSON TOWN CENTER STORE LEASE RE: STORE #0964 ‐  TOWSON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1160 102327 Gymboree Retail Stores, Inc. 6254 TRADEMARK PROPERTY CO STORE LEASE RE: STORE #6254 ‐  HILLSIDE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1161 101486 Gymboree Retail Stores, Inc. 699 TRADEMARK PROPERTY CO, INC STORE LEASE RE: STORE #0699 ‐ BURR RIDGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1162 101487 Gymboree Retail Stores, Inc. 699 TRADEMARK PROPERTY CO. STORE LEASE RE: STORE #0699 ‐ BURR RIDGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 194 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 334 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1163 101610 Gymboree Retail Stores, Inc. 1717 TRADEMARK PROPERTY CO. STORE LEASE RE: STORE #1717 ‐ RICE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1164 101624 Gymboree Retail Stores, Inc. 1728 TRADEMARK PROPERTY COMPANY STORE LEASE RE: STORE #1728 ‐  WATTERS CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1165 102006 Gymboree Retail Stores, Inc. 5193 TRCC/ROCK OUTLET CENTER, LLC STORE LEASE RE: STORE #5193 ‐ TEJON RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1166 101469 Gymboree Retail Stores, Inc. 683 TSW 2015, LLC STORE LEASE RE: STORE #0683 ‐  WHEATON TOWN SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1167 101470 Gymboree Retail Stores, Inc. 683 TUCKER DEVELOPMENT CORP. STORE LEASE RE: STORE #0683 ‐  WHEATON TOWN SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1168 102564 Gymboree Retail Stores, Inc. 6426 TUCSON MALL STORE LEASE RE: STORE #6426 ‐  TUCSON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 195 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 335 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1169 100919 Gymboree Retail Stores, Inc. 131 TUCSON MALL STORE LEASE RE: STORE #0131 ‐  TUCSON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1170 101171 Gymboree Retail Stores, Inc. 382 TURNBERRY ASSOCIATES STORE LEASE RE: STORE #0382 ‐  AVENTURA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1171 101543 Gymboree Retail Stores, Inc. 961 TURNBERRY ASSOCIATES STORE LEASE RE: STORE #0961 ‐  AVENTURA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1172 102545 Gymboree Retail Stores, Inc. 6413 TWC CHANDLER LLC C/O MACERICH STORE LEASE RE: STORE #6413 ‐  CHANDLER FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1173 101363 Gymboree Retail Stores, Inc. 581 TWC CHANDLER LLC C/O MACERICH STORE LEASE RE: STORE #0581 ‐  CHANDLER FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1174 101395 Gymboree Retail Stores, Inc. 608 TWC TUCSON, LLC C/O MACERICH STORE LEASE RE: STORE #0608 ‐ LA ENCANTADA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 196 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 336 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1175 102546 Gymboree Retail Stores, Inc. 6413 TWC‐CHANDLER, LLC C/O LEGAL DEPT. STORE LEASE RE: STORE #6413 ‐  CHANDLER FASHION CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1176 100813 Gymboree Retail Stores, Inc. 26 TYSONS CORNER HOLDINGS LLC STORE LEASE RE: STORE #0026 ‐  TYSONS CORNER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1177 102525 Gymboree Retail Stores, Inc. 6398 UBS REALTY INVESTORS LLC STORE LEASE RE: STORE #6398 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1178 102320 Gymboree Retail Stores, Inc. 6249 UBS REALTY INVESTORS LLC STORE LEASE RE: STORE #6249 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1179 101581 Gymboree Retail Stores, Inc. 1701 UBS REALTY INVESTORS LLC STORE LEASE RE: STORE #1701 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1180 101596 Gymboree Retail Stores, Inc. 1708 UBS REALTY INVESTORS LLC STORE LEASE RE: STORE #1708 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 197 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 337 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1181 102526 Gymboree Retail Stores, Inc. 6398 UBS REALTY INVESTORS, LLC STORE LEASE RE: STORE #6398 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1182 101582 Gymboree Retail Stores, Inc. 1701 UBS REALTY INVESTORS, LLC STORE LEASE RE: STORE #1701 ‐ SHOPS AT MONTEBELLO Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1183 102083 Gymboree Retail Stores, Inc. 6061 UNIVERSITY MALL SHOPPING CENTER, L.C. STORE LEASE RE: STORE #6061 ‐  UNIVERSITY MALL (UT) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1184 102329 Gymboree Retail Stores, Inc. 6254 UPTOWN VILLAGE AT CEDAR HILL LP STORE LEASE RE: STORE #6254 ‐  HILLSIDE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1185 102328 Gymboree Retail Stores, Inc. 6254 UPTOWN VILLAGE AT CEDAR HILL LP STORE LEASE RE: STORE #6254 ‐  HILLSIDE VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1186 101248 Gymboree Retail Stores, Inc. 461 URBAN RETAIL PROPERTIES, INC. STORE LEASE RE: STORE #0461 ‐  OVIEDO MARKETPLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 198 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 338 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1187 101249 Gymboree Retail Stores, Inc. 461 URBAN RETAIL PROPERTIES, LLC STORE LEASE RE: STORE #0461 ‐  OVIEDO MARKETPLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1188 101228 Gymboree Retail Stores, Inc. 442 URBANCAL OAKLAND MALL, LLC STORE LEASE RE: STORE #0442 ‐  OAKLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1189 101229 Gymboree Retail Stores, Inc. 442 URBANCAL OAKLAND MALL, LLC STORE LEASE RE: STORE #0442 ‐  OAKLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1190 101154 Gymboree Retail Stores, Inc. 366 US CENTENNIAL VANCOUVER MALL LLC STORE LEASE RE: STORE #0366 ‐  VANCOUVER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1191 101003 Gymboree Retail Stores, Inc. 220 VALLEY PLAZA MALL STORE LEASE RE: STORE #0220 ‐  VALLEY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1192 102065 Gymboree Retail Stores, Inc. 6045 VALLEY PLAZA MALL STORE LEASE RE: STORE #6045 ‐  VALLEY PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 199 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 339 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1193 101586 Gymboree Retail Stores, Inc. 1704 VALLEY SQUARE OWNER, LLC STORE LEASE RE: STORE #1704 ‐  VALLEY SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1194 101587 Gymboree Retail Stores, Inc. 1704 VALLEY SQUARE OWNER, LLC STORE LEASE RE: STORE #1704 ‐  VALLEY SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1195 101155 Gymboree Retail Stores, Inc. 366 VANCOUVER MALL STORE LEASE RE: STORE #0366 ‐  VANCOUVER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1196 101420 Gymboree Retail Stores, Inc. 629 VESTAR GREEN VALLEY, LLC STORE LEASE RE: STORE #0629 ‐  DISTRICT AT GREEN VALLEY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1197 101720 Gymboree Retail Stores, Inc. 2131 VESTAR GREEN VALLEY, LLC STORE LEASE RE: STORE #2131 ‐  DISTRICT AT GREEN VALLEY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1198 102321 Gymboree Retail Stores, Inc. 6249 VESTAR PROPERTIES, INC. STORE LEASE RE: STORE #6249 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 200 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 340 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1199 101421 Gymboree Retail Stores, Inc. 629 VESTAR PROPERTIES, INC. STORE LEASE RE: STORE #0629 ‐  DISTRICT AT GREEN VALLEY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1200 101597 Gymboree Retail Stores, Inc. 1708 VESTAR PROPERTIES, INC. STORE LEASE RE: STORE #1708 ‐  ORCHARD TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1201 101721 Gymboree Retail Stores, Inc. 2131 VESTAR PROPERTIES, INC. STORE LEASE RE: STORE #2131 ‐  DISTRICT AT GREEN VALLEY RANCH Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1202 101399 Gymboree Retail Stores, Inc. 615 VICTORIA GARDENS MALL LLC STORE LEASE RE: STORE #0615 ‐  VICTORIA GARDENS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1203 102514 Gymboree Retail Stores, Inc. 6392 VILLAGE MALL, LLC STORE LEASE RE: STORE #6392 ‐  VILLAGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1204 101503 Gymboree Retail Stores, Inc. 916 VILLAGE OF MERRICK PARK STORE LEASE RE: STORE #0916 ‐ SHOPS AT MERRICK PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 201 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 341 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1205 102517 Gymboree Retail Stores, Inc. 6395 VISALIA MALL STORE LEASE RE: STORE #6395 ‐  VISALIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1206 101270 Gymboree Retail Stores, Inc. 480 VISALIA MALL STORE LEASE RE: STORE #0480 ‐  VISALIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1207 102534 Gymboree Retail Stores, Inc. 6406 VOLUSIA MALL, LLC STORE LEASE RE: STORE #6406 ‐  VOLUSIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1208 101064 Gymboree Retail Stores, Inc. 278 VOLUSIA MALL, LLC STORE LEASE RE: STORE #0278 ‐  VOLUSIA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1209 101371 Gymboree Retail Stores, Inc. 588 WALTON SIMI INVESTORS VI, LLC STORE LEASE RE: STORE #0588 ‐ SIMI VALLEY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1210 100874 Gymboree Retail Stores, Inc. 83 WARWICK MALL LLC STORE LEASE RE: STORE #0083 ‐  WARWICK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 202 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 342 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1211 101625 Gymboree Retail Stores, Inc. 1728 WATTERS CREEK OWNER, LLC STORE LEASE RE: STORE #1728 ‐  WATTERS CREEK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1212 102448 Gymboree Retail Stores, Inc. 6341 WEINGARTEN REALTY STORE LEASE RE: STORE #6341 ‐  MARKET AT TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1213 102455 Gymboree Retail Stores, Inc. 6348 WEINGARTEN REALTY INVESTORS STORE LEASE RE: STORE #6348 ‐  PALMS AT TOWN AND COUNTRY Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1214 101001 Gymboree Retail Stores, Inc. 217 WELLS FARGO COMMERCIAL MORTGAGE SRCS. STORE LEASE RE: STORE #0217 ‐  CHARLESTON TOWNE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1215 101472 Gymboree Retail Stores, Inc. 685 WESTCOR SANTAN VILLAGE LLC STORE LEASE RE: STORE #0685 ‐  SANTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1216 102484 Gymboree Retail Stores, Inc. 6368 WESTCOR SANTAN VILLAGE LLC C/O MACERICH STORE LEASE RE: STORE #6368 ‐  SANTAN VILLAGE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 203 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 343 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1217 100786 Gymboree Retail Stores, Inc. 1 WESTFIELD, INTL STORE LEASE RE: STORE #0001 ‐  VALLEY FAIR SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1218 100797 Gymboree Retail Stores, Inc. 12 WESTFIELD, INTL STORE LEASE RE: STORE #0012 ‐  HORTON PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1219 100818 Gymboree Retail Stores, Inc. 34 WESTFIELD, INTL STORE LEASE RE: STORE #0034 ‐  BROWARD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1220 100826 Gymboree Retail Stores, Inc. 40 WESTFIELD, INTL STORE LEASE RE: STORE #0040 ‐  FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1221 100828 Gymboree Retail Stores, Inc. 42 WESTFIELD, INTL STORE LEASE RE: STORE #0042 ‐  TRUMBULL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1222 100851 Gymboree Retail Stores, Inc. 66 WESTFIELD, INTL STORE LEASE RE: STORE #0066 ‐  MONTGOMERY MALL (MD) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 204 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 344 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1223 100862 Gymboree Retail Stores, Inc. 75 WESTFIELD, INTL STORE LEASE RE: STORE #0075 ‐  NORTH COUNTY FAIR Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1224 100898 Gymboree Retail Stores, Inc. 105 WESTFIELD, INTL STORE LEASE RE: STORE #0105 ‐  UNIVERSITY TOWNE CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1225 100906 Gymboree Retail Stores, Inc. 113 WESTFIELD, INTL STORE LEASE RE: STORE #0113 ‐  GARDEN STATE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1226 102504 Gymboree Retail Stores, Inc. 6386 WESTFIELD, INTL STORE LEASE RE: STORE #6386 ‐  WESTFIELD PALM DESERT Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1227 100929 Gymboree Retail Stores, Inc. 144 WESTFIELD, INTL STORE LEASE RE: STORE #0144 ‐  VALENCIA TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1228 100945 Gymboree Retail Stores, Inc. 163 WESTFIELD, INTL STORE LEASE RE: STORE #0163 ‐  ANNAPOLIS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 205 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 345 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1229 100958 Gymboree Retail Stores, Inc. 176 WESTFIELD, INTL STORE LEASE RE: STORE #0176 ‐ OLD ORCHARD SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1230 100989 Gymboree Retail Stores, Inc. 206 WESTFIELD, INTL STORE LEASE RE: STORE #0206 ‐ SANTA ANITA FASHION PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1231 101032 Gymboree Retail Stores, Inc. 252 WESTFIELD, INTL STORE LEASE RE: STORE #0252 ‐  WESTFIELD PALM DESERT Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1232 101096 Gymboree Retail Stores, Inc. 310 WESTFIELD, INTL STORE LEASE RE: STORE #0310 ‐ PLAZA BONITA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1233 102431 Gymboree Retail Stores, Inc. 6328 WESTFIELD, INTL STORE LEASE RE: STORE #6328 ‐  WHEATON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1234 101126 Gymboree Retail Stores, Inc. 335 WESTFIELD, INTL STORE LEASE RE: STORE #0335 ‐  COUNTRYSIDE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 206 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 346 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1235 102414 Gymboree Retail Stores, Inc. 6314 WESTFIELD, INTL STORE LEASE RE: STORE #6314 ‐  TRUMBULL MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1236 101150 Gymboree Retail Stores, Inc. 363 WESTFIELD, INTL STORE LEASE RE: STORE #0363 ‐  OAKRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1237 101172 Gymboree Retail Stores, Inc. 383 WESTFIELD, INTL STORE LEASE RE: STORE #0383 ‐  SOUTH CENTER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1238 102363 Gymboree Retail Stores, Inc. 6277 WESTFIELD, INTL STORE LEASE RE: STORE #6277 ‐  BRANDON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1239 101310 Gymboree Retail Stores, Inc. 527 WESTFIELD, INTL STORE LEASE RE: STORE #0527 ‐  WHEATON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1240 101339 Gymboree Retail Stores, Inc. 558 WESTFIELD, INTL STORE LEASE RE: STORE #0558 ‐  CITRUS PARK TOWN CENTER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 207 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 347 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1241 101381 Gymboree Retail Stores, Inc. 595 WESTFIELD, INTL STORE LEASE RE: STORE #0595 ‐  GALLERIA AT ROSEVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1242 102262 Gymboree Retail Stores, Inc. 6194 WESTFIELD, INTL STORE LEASE RE: STORE #6194 ‐  SOUTH SHORE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1243 102255 Gymboree Retail Stores, Inc. 6189 WESTFIELD, INTL STORE LEASE RE: STORE #6189 ‐  SUNRISE MALL (NY) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1244 101515 Gymboree Retail Stores, Inc. 933 WESTFIELD, INTL STORE LEASE RE: STORE #0933 ‐ OLD ORCHARD SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1245 101522 Gymboree Retail Stores, Inc. 939 WESTFIELD, INTL STORE LEASE RE: STORE #0939 ‐  UNIVERSITY TOWNE CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1246 101526 Gymboree Retail Stores, Inc. 946 WESTFIELD, INTL STORE LEASE RE: STORE #0946 ‐  FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 208 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 348 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1247 101538 Gymboree Retail Stores, Inc. 958 WESTFIELD, INTL STORE LEASE RE: STORE #0958 ‐  GARDEN STATE PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1248 101562 Gymboree Retail Stores, Inc. 984 WESTFIELD, INTL STORE LEASE RE: STORE #0984 ‐ SAN FRANCISCO CENTRE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1249 101563 Gymboree Retail Stores, Inc. 985 WESTFIELD, INTL STORE LEASE RE: STORE #0985 ‐  TOPANGA PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1250 101571 Gymboree Retail Stores, Inc. 993 WESTFIELD, INTL STORE LEASE RE: STORE #0993 ‐ SANTA ANITA FASHION PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1251 101578 Gymboree Retail Stores, Inc. 999 WESTFIELD, INTL STORE LEASE RE: STORE #0999 ‐  ANNAPOLIS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1252 101598 Gymboree Retail Stores, Inc. 1709 WESTFIELD, INTL STORE LEASE RE: STORE #1709 ‐  BRANDON TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 209 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 349 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1253 101692 Gymboree Retail Stores, Inc. 2102 WESTFIELD, INTL STORE LEASE RE: STORE #2102 ‐  GALLERIA AT ROSEVILLE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1254 101716 Gymboree Retail Stores, Inc. 2128 WESTFIELD, INTL STORE LEASE RE: STORE #2128 ‐  MONTGOMERY MALL (MD) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1255 101730 Gymboree Retail Stores, Inc. 2138 WESTFIELD, INTL STORE LEASE RE: STORE #2138 ‐  VALENCIA TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1256 101740 Gymboree Retail Stores, Inc. 2146 WESTFIELD, INTL STORE LEASE RE: STORE #2146 ‐  VALLEY FAIR SHOPPING CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1257 102127 Gymboree Retail Stores, Inc. 6093 WESTFIELD, INTL STORE LEASE RE: STORE #6093 ‐  FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1258 102099 Gymboree Retail Stores, Inc. 6071 WESTFIELD, INTL STORE LEASE RE: STORE #6071 ‐  ANNAPOLIS MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 210 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 350 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1259 102089 Gymboree Retail Stores, Inc. 6064 WESTFIELD, INTL STORE LEASE RE: STORE #6064 ‐  CULVER CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1260 102029 Gymboree Retail Stores, Inc. 6006 WESTFIELD, INTL STORE LEASE RE: STORE #6006 ‐ PLAZA BONITA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1261 102050 Gymboree Retail Stores, Inc. 6031 WESTFIELD, INTL STORE LEASE RE: STORE #6031 ‐  SOUTH CENTER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1262 102055 Gymboree Retail Stores, Inc. 6035 WESTFIELD, INTL STORE LEASE RE: STORE #6035 ‐  OAKRIDGE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1263 102056 Gymboree Retail Stores, Inc. 6036 WESTFIELD, INTL STORE LEASE RE: STORE #6036 ‐ SANTA ANITA FASHION PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1264 102067 Gymboree Retail Stores, Inc. 6049 WESTFIELD, INTL STORE LEASE RE: STORE #6049 ‐  VALENCIA TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 211 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 351 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1265 102136 Gymboree Retail Stores, Inc. 6099 WESTLAND MALL STORE LEASE RE: STORE #6099 ‐  WESTLAND MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1266 101612 Gymboree Retail Stores, Inc. 1719 WHITESTONE REIT STORE LEASE RE: STORE #1719 ‐ DANA PARK VILLAGE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1267 101613 Gymboree Retail Stores, Inc. 1719 WHITESTONE REIT STORE LEASE RE: STORE #1719 ‐ DANA PARK VILLAGE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1268 101499 Gymboree Retail Stores, Inc. 912 WILLOW BEND MALL STORE LEASE RE: STORE #0912 ‐  WILLOW BEND Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1269 100887 Gymboree Retail Stores, Inc. 96 WILLOWBROOK MALL (TX), LLC STORE LEASE RE: STORE #0096 ‐  WILLOWBROOK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1270 102048 Gymboree Retail Stores, Inc. 6029 WILLOWBROOK MALL (TX), LLC STORE LEASE RE: STORE #6029 ‐  WILLOWBROOK MALL (TX) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 212 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 352 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1271 101184 Gymboree Retail Stores, Inc. 399 WILTON MALL LLC STORE LEASE RE: STORE #0399 ‐  WILTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1272 101185 Gymboree Retail Stores, Inc. 399 WILTON MALL, LLC C/O MACERICH STORE LEASE RE: STORE #0399 ‐  WILTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1273 102343 Gymboree Retail Stores, Inc. 6263 WIREGRASS MALL ASSOCIATES, LLC STORE LEASE RE: STORE #6263 ‐  WIREGRASS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1274 102342 Gymboree Retail Stores, Inc. 6263 WIREGRASS MALL ASSOCIATES, LLC STORE LEASE RE: STORE #6263 ‐  WIREGRASS COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1275 101971 Gymboree Retail Stores, Inc. 5160 WISCONSIN DELLS OUTLET FEE, LLC STORE LEASE RE: STORE #5160 ‐  WISCONSIN DELLS OUTLET CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1276 102463 Gymboree Retail Stores, Inc. 6353 WM INLAND INVESTORS IV LP C/O MACERICH STORE LEASE RE: STORE #6353 ‐  INLAND CENTER MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 213 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 353 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1277 102497 Gymboree Retail Stores, Inc. 6378 WMAP, LLC STORE LEASE RE: STORE #6378 ‐ SHOPS AT ATLAS PARK Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1278 100811 Gymboree Retail Stores, Inc. 25 WOODBRIDGE CENTER STORE LEASE RE: STORE #0025 ‐  WOODBRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1279 102031 Gymboree Retail Stores, Inc. 6007 WOODBRIDGE CENTER STORE LEASE RE: STORE #6007 ‐  WOODBRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1280 102084 Gymboree Retail Stores, Inc. 6061 WOODBURY CORPORATION STORE LEASE RE: STORE #6061 ‐  UNIVERSITY MALL (UT) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1281 102551 Gymboree Retail Stores, Inc. 6416 WP GLIMCHER INC. STORE LEASE RE: STORE #6416 ‐  MELBOURNE SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1282 102503 Gymboree Retail Stores, Inc. 6384 WP GLIMCHER INC. STORE LEASE RE: STORE #6384 ‐  SOUTHERN PARK MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 214 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 354 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1283 101019 Gymboree Retail Stores, Inc. 240 WP GLIMCHER INC. STORE LEASE RE: STORE #0240 ‐  PEARLRIDGE CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1284 102468 Gymboree Retail Stores, Inc. 6356 WP GLIMCHER INC. STORE LEASE RE: STORE #6356 ‐  FAIRFIELD COMMONS Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1285 102451 Gymboree Retail Stores, Inc. 6344 WP GLIMCHER INC. STORE LEASE RE: STORE #6344 ‐  LONGVIEW MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1286 102450 Gymboree Retail Stores, Inc. 6343 WP GLIMCHER INC. STORE LEASE RE: STORE #6343 ‐ MESA MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1287 102444 Gymboree Retail Stores, Inc. 6337 WP GLIMCHER INC. STORE LEASE RE: STORE #6337 ‐ TOWN CENTER AT AURORA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1288 101088 Gymboree Retail Stores, Inc. 302 WP GLIMCHER INC. STORE LEASE RE: STORE #0302 ‐ TOWN CENTER PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 215 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 355 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1289 101202 Gymboree Retail Stores, Inc. 417 WP GLIMCHER INC. STORE LEASE RE: STORE #0417 ‐ MALL AT JOHNSON CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1290 102367 Gymboree Retail Stores, Inc. 6281 WP GLIMCHER INC. STORE LEASE RE: STORE #6281 ‐ OAK COURT MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1291 102348 Gymboree Retail Stores, Inc. 6266 WP GLIMCHER INC. STORE LEASE RE: STORE #6266 ‐  MAPLEWOOD Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1292 101263 Gymboree Retail Stores, Inc. 476 WP GLIMCHER INC. STORE LEASE RE: STORE #0476 ‐ THE ARBORETUM AT GREAT HILLS Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1293 102331 Gymboree Retail Stores, Inc. 6256 WP GLIMCHER INC. STORE LEASE RE: STORE #6256 ‐  ASHLAND TOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1294 102281 Gymboree Retail Stores, Inc. 6216 WP GLIMCHER INC. STORE LEASE RE: STORE #6216 ‐  COTTONWOOD MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 216 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 356 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1295 102272 Gymboree Retail Stores, Inc. 6207 WP GLIMCHER INC. STORE LEASE RE: STORE #6207 ‐  BRUNSWICK SQUARE MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1296 102244 Gymboree Retail Stores, Inc. 6178 WP GLIMCHER INC. STORE LEASE RE: STORE #6178 ‐  DAYTON MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1297 101536 Gymboree Retail Stores, Inc. 954 WP GLIMCHER INC. STORE LEASE RE: STORE #0954 ‐  POLARIS FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1298 101544 Gymboree Retail Stores, Inc. 962 WP GLIMCHER INC. STORE LEASE RE: STORE #0962 ‐ TOWN CENTER PLAZA Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1299 102211 Gymboree Retail Stores, Inc. 6156 WP GLIMCHER INC. STORE LEASE RE: STORE #6156 ‐  CHARLOTTESVILLE FASHION SQUARE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1300 102199 Gymboree Retail Stores, Inc. 6148 WP GLIMCHER INC. STORE LEASE RE: STORE #6148 ‐ MALL AT JOHNSON CITY Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 217 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 357 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1301 102120 Gymboree Retail Stores, Inc. 6089 WP GLIMCHER INC. STORE LEASE RE: STORE #6089 ‐  NORTHWOODS MALL (IL) Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1302 102079 Gymboree Retail Stores, Inc. 6056 WP GLIMCHER INC. STORE LEASE RE: STORE #6056 ‐  POLARIS FASHION PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1303 101401 Gymboree Retail Stores, Inc. 616 WS ASSET MANAGEMENT, INC STORE LEASE RE: STORE #0616 ‐ DERBY SHOPPES Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1304 101606 Gymboree Retail Stores, Inc. 1714 WS ASSET MANAGEMENT, INC STORE LEASE RE: STORE #1714 ‐  LEGACY PLACE Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1305 101313 Gymboree Retail Stores, Inc. 531 WYOMING VALLEY MALL MGMT OFFICE STORE LEASE RE: STORE #0531 ‐  WYOMING VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1306 102196 Gymboree Retail Stores, Inc. 6146 WYOMING VALLEY MALL MGMT OFFICE STORE LEASE RE: STORE #6146 ‐  WYOMING VALLEY MALL Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

Page 218 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 358 of 538
Exhibit C ‐ Schedule of Rejected Executory Contracts and Unexpired Leases

Sub‐Schedule 1: Real Property Leases to be Rejected Unless Amended

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Rejected Contracts or

Leases

Effective Date of

Rejection O

1307 101030 Gymboree Retail Stores, Inc. 251 YTC MALL OWNER, LLC STORE LEASE RE: STORE #0251 ‐  YORKTOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amend

to agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

1308 101031 Gymboree Retail Stores, Inc. 251 YTC MALL OWNER, LLC STORE LEASE RE: STORE #0251 ‐  YORKTOWN CENTER Plan Effective Date

Upon the successful execution 

documentation that are satisfa

to assume this lease as amendto agree to satisfactory amendthis lease as is or keep this leas

Contracts and Unexpired Lease

1309 101251 Gymboree Retail Stores, Inc. 463 ZAMIAS SERVICES, INC STORE LEASE RE: STORE #0463 ‐  JOHNSTOWN GALLERIA Plan Effective Date

Upon the successful execution 

documentation that are satisfato assume this lease as amendto agree to satisfactory amend

this lease as is or keep this leas

Contracts and Unexpired Lease

Page 219 of 219

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 359 of 538
EXHIBIT D

Schedule of Assumed Executory Contracts and Unexpired Leases

Certain documents, or portions thereof, contained in this Exhibit D and the Plan 

Supplement remain subject to continuing negotiations among the Debtors and interested parties 

with respect thereto. The Debtors reserve all rights to amend, revise, or supplement the Plan 

Supplement, and any of the documents and designations contained herein, at any time before the 

Effective Date of the Plan, or any such other date as may be provided for by the Plan or by order 

of the Bankruptcy Court.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 360 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

1 100181 The Gymboree Corporation 64labs Amendment #1 to Statement of Work dated 1/1/2016 $0.00

2 100182 The Gymboree Corporation 64Labs Product, Project and Professional Services Agreement dated 9/21/2014 $0.00

3 100180 The Gymboree Corporation 64Labs Statement of Work for Content Lab Development dated 6/1/2016 $0.00

4 100061 The Gymboree Corporation A L Systems, Inc. Equipment and Software Maintenance Agreement dated 7/14/2006 $0.00

5 100062 The Gymboree Corporation A L Systems, Inc. Form of Work Statement dated 6/28/2005 $0.00

6 100065 The Gymboree Corporation A L Systems, Inc. Form of Work Statement dated 7/22/2005 $0.00

7 100064 The Gymboree Corporation A L Systems, Inc. Form of Work Statement dated 7/6/2005 $0.00

8 100066 The Gymboree Corporation A L Systems, Inc. Form of Work Statement dated 9/20/2005 $0.00

9 100170 The Gymboree Corporation A2Z Business Systems Services Agreement dated 1/15/2014 $21,988.12

Page 1 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 361 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

10 100171 The Gymboree Corporation A2Z Business Systems Statement of Work dated 1/15/2014 $0.00

11 100169 The Gymboree Corporation Acceleration Partners, LLC Independent Contractor Services Agreement dated 6/13/2013 $23,112.66

12 100067 The Gymboree Corporation Accounting Principals, Inc. Agreement for Provision of Recruiting and Placement Services dated 10/30/2015 $12,355.73

13 100068 The Gymboree Corporation Accounting Principals, Inc. Statement One of Assignment No. 1 dated 2/17/2017 $0.00

14 100021 The Gymboree Corporation Accuvant, Inc. Purchase Order dated 6/28/2013 $0.00

15 100023 The Gymboree Corporation Accuvant, Inc. Quote dated 6/26/2013 $0.00

16 100785 The Gymboree Corporation ACE American Insurance Company Insurance Policy re: Business Auto ‐  U.S. $0.00

17 100771 The Gymboree Corporation ACE AMERICAN INSURANCE COMPANY Insurance Policy re: Foreign Package $0.00

18 100784 The Gymboree Corporation ACE American Insurance Company Insurance Policy re: General Excess Liability $0.00

19 100772 The Gymboree Corporation

ACE Property and

Casualty Insurance

Company

Insurance Policy re: Umbrella $0.00

Page 2 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 362 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

20 100138 The Gymboree Corporation Adobe Systems Incorporated (ADUS) Adobe Enterprise Term License Agreement Sales Order dated 8/6/2015 $0.00

21 100271 The Gymboree Corporation ADP, Inc. National Account Services Master Services Agreement dated 11/8/2011 $12,310.97

22 100075 The Gymboree Corporation ADP, LLC First Amendment to Master Services Agreement dated 11/9/2012 $0.00

23 100073 The Gymboree Corporation ADP, LLC

Second Amendment to Master

Services Agreement dated

11/25/2014

$0.00

24 100074 The Gymboree Corporation ADP, LLC Third Amendment to Master Services Agreement dated 3/2/2016 $0.00

25 100178 The Gymboree Corporation AdRoll, Inc. Insertion Order Agreement dated 1/13/2016 $20,344.64

26 100177 The Gymboree Corporation AdRoll, Inc. CRM Services Addendum dated 1/20/2016 $0.00

27 101699 Gymboree Retail Stores, Inc. 2109 AEW CAPITAL MANAGEMENT, L.P. STORE LEASE RE: STORE #2109 ‐  HIGHLAND VILLAGE $10,627.31

28 102569 Gym‐Card, LLC Affinion Loyalty Group, Inc. Gift Card Agreement $0.00

Page 3 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 363 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

29 100778 The Gymboree Corporation AIG Specialty Insurance Company Insurance Policy re: Cyber Primary $0.00

30 100077 The Gymboree Corporation Alexander Imaging, Inc. Amendment No. 1 to Exhibit A to the Services Agreement dated 10/9/2012 $0.00

31 100076 The Gymboree Corporation Alexander Imaging, Inc. Services Agreement dated 4/1/2010 $0.00

32 100080 The Gymboree Corporation Alexander Imaging, Inc. Statement of Work for Graphic Manipulation dated 4/2/2010 $0.00

33 100173 The Gymboree Corporation Amazon Fulfillment Services, Inc. Amendment to Vendor Terms and Conditions dated 9/8/2015 $0.00

34 100174 The Gymboree Corporation Amazon Fulfillment Services, Inc. Vendor Terms and Conditions dated 11/25/2015 $0.00

35 100135 The Gymboree Corporation American Commercial Elect. Srvcs. Services Agreement dated 2/1/2010 $0.00

36 100136 The Gymboree Corporation American Commercial Elect. Srvcs. Statement of Work dated 2/10/2010 $0.00

37 100081 The Gymboree Corporation

American ImportShippers Association,Inc.

AISA S.C. Participation Agreement

dated 5/1/2014 $0.00

38 102570 The Gymboree Corporation

American LebaneseSyrian Associated

Charities, Inc.

Letter of Agreement re 2006 THANKS

and GIVING CAMPAIGN $0.00

Page 4 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 364 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

39 100214 The Gymboree Corporation Amplience, Inc. Order Form and Terms for Appliance Big Cloud dated 9/30/2016 $3,078.80

40 100215 The Gymboree Corporation Amplience, Inc. Professional Services ‐ Statement of Work 1.5.2 dated 4/3/2017 $0.00

41 100736 The Gymboree Corporation Andrew North Indemnification Agreement dated 11/17/2014 $0.00

42 100679 The Gymboree Corporation Andrew North

Letter Agreement re Transition from

CFO to Senior Advisor dated

6/11/2017

$0.00

43 100717 The Gymboree Corporation Andrew North Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

44 101632 Gymboree Retail Stores, Inc. 1738 ARC SWWMGPA001, LLC STORE LEASE RE: STORE #1738 ‐  SHOPPES AT WYOMISSING $5,583.63

45 100005 The Gymboree Corporation AT&T Business DSL Internet Service Pricing Schedule dated 6/25/2015 $711,468.38

46 100004 The Gymboree Corporation AT&T

Business Local Calling: ILEC

Confirmation of Service Order dated

9/12/2016

$711,468.38

47 100082 The Gymboree Corporation AT&T Business Network Service Pricing Schedule dated 6/25/2015 $711,468.38

Page 5 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 365 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

48 100001 The Gymboree Corporation AT&T Managed Internet Service Pricing Schedule dated 2/28/2017 $711,468.38

49 100003 The Gymboree Corporation AT&T Pricing Addendum dated 6/17/2016 $711,468.38

50 100002 The Gymboree Corporation AT&T

Primary Rate ISDN (PRI) Service with

High Capacity Service (1.544 MPBS)

Service Agreement Provided Pursuant

to Custom Rates and Terms California

dated 9/2/2016

$711,468.38

51 100006 The Gymboree Corporation AT&T VPN Service Pricing Addendum dated 8/31/2016 $711,468.38

52 100086 The Gymboree Corporation AT&T Corp.

Amendment No.3 to AT&T Corporate

Digital Advantage Addendum to

Comprehensive Service Order

Attachment and Pricing Schedule

dated 11/7/2015

$711,468.38

53 100008 The Gymboree Corporation AT&T Corp. AT&T Local Exchange Services Pricing Schedule dated 6/25/2015 $711,468.38

54 100085 The Gymboree Corporation AT&T Corp. Master Agreement dated 8/14/2000 $711,468.38

55 100007 The Gymboree Corporation AT&T Corp. Network Based IP VPN Remote Access Pricing Addendum dated 6/25/2015 $711,468.38

Page 6 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 366 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

56 100084 The Gymboree Corporation AT&T Corp. Amendment No. 2 to Corporate Digital Advantage Pricing Schedule $0.00

57 100009 The Gymboree Corporation AT&T Mobility National Accounts LLC

Amendment No. 1 to Corporate Digital

Advantage Addendum to

Comprehensive Service Order

Attachment and Pricing Schedule

$0.00

58 101977 Gymboree Retail Stores, Inc. 5164 ATLANTA OUTLET SHOPPES LLC STORE LEASE RE: STORE #5164 ‐  OUTLET SHOPPES AT ATLANTA $7,968.71

59 102571 Gym‐Card, LLC Augeo Affinity Marketing, Inc. Standard Terms of Agreement Gymboree B2B Gift Card Sales $0.00

60 100216 The Gymboree Corporation Avalara, Inc.

Statement of Work, Avalara

Implementation Consulting Projectdated 2/8/2017

$7,500.00

61 100217 The Gymboree Corporation Avalara, Inc. Addendum to Terms and Conditions dated 2/8/2017 $0.00

62 101900 Gymboree Retail Stores, Inc. 5094 AVISON YOUNG STORE LEASE RE: STORE #5094 ‐  OUTLET SHOPPES AT OKLAHOMA CITY $7,244.42

63 101899 Gymboree Retail Stores, Inc. 5094 AVISON YOUNG STORE LEASE RE: STORE #5094 ‐  OUTLET SHOPPES AT OKLAHOMA CITY $7,244.42

Page 7 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 367 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

64 100670 The Gymboree Corporation Axiom Group, LLC dba Axiom EPM Master Software License and Support Agreement No. 1078 dated 5/31/2012 $0.00

65 100024 The Gymboree Corporation Axiom Group, LLC dba Axiom EPM Order Form for Professional Services (Statement of Work) dated 5/31/2012 $0.00

66 100027 The Gymboree Corporation Axiom Group, LLC dba Axiom EPM Order Form for Software and Support Services dated 5/31/2012 $0.00

67 100025 The Gymboree Corporation Axiom Group, LLC dba Axiom EPM Support And Maintenance Services $0.00

68 100036 The Gymboree Corporation Azadea G Group Limited

First Amendment to the International

Retail Store Franchise Agreement

(Amended and Restated) dated

5/1/2014

$0.00

69 100239 The Gymboree Corporation Azadea G Group Limited

First Amendment to the International

Retail Store Franchise Agreement for

Crazy 8 Stores dated 12/15/2014

$0.00

70 100237 The Gymboree Corporation Azadea G Group Limited

First Amendment to the International

Retail Store Franchise Agreement for

the Janie and Jack Brand dated

12/15/2014

$0.00

Page 8 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 368 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

71 100240 The Gymboree Corporation Azadea G Group Limited

International Retail Store Franchise

Agreement (Amended and Restated)

for Gymboree Stores dated 10/1/2012

$0.00

72 100238 The Gymboree Corporation Azadea G Group Limited

International Retail Store Franchise

Agreement for Crazy 8 Stores dated

10/1/2012

$0.00

73 100236 The Gymboree Corporation Azadea G Group Limited

International Retail Store Franchise

Agreement for Janie and Jack Stores

dated 10/1/2012

$0.00

74 100037 The Gymboree Corporation Azadea G Group Limited

Second Amendment to the

International Retail Store Franchise

Agreement (Amended and Restated)

dated 9/30/2014

$0.00

75 100038 The Gymboree Corporation Azadea G Group Limited

Third Amendment to the International

Retail Store Franchise Agreement

(Amended and Restated) for the

Gymboree Brand dated 9/30/2014

$0.00

76 100641 The Gymboree Corporation BA Merchant Services, LLC Amendment #3 to Merchant Agreement dated 6/30/2015 $0.00

77 100345 The Gymboree Corporation BA Merchant Services, LLC Amendment No. 2 to Merchant Agreement dated 12/1/2010 $0.00

Page 9 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 369 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

78 100644 The Gymboree Corporation BA Merchant Services, LLC First Amendment to Merchant Agreement dated 9/18/2006 $0.00

79 100277 The Gymboree Corporation Banc of America Merchant Services, LLC Data File Manager Addendum to Merchant Agreement dated 7/27/2016 $0.00

80 100115 The Gymboree Corporation Bank of America Schedule A, Revision 1 to Merchant Agreement dated 9/28/2006 $0.00

81 100116 The Gymboree Corporation Bank of America Schedule B, Revision 1 to Merchant Agreement dated 9/28/2015 $0.00

82 102640 The Gymboree Corporation Bank of America, N.A. Benefit Solutions Services Agreement $0.00

83 100119 Giraffe Intermediate B, Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

84 100119 Gymboree Manufacturing,

Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

85 100119 Gymboree Operations, Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

86 100119 Gymboree Retail Stores, Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

Page 10 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 370 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

87 100119 Gym‐Card, LLC

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

88 100119 Gym‐Mark, Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

89 100119 S.C.C. Wholesale, Inc.

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

90 100119 The Gymboree Corporation

Bank of America, N.A.,

as Administrative Agent

and Collateral Agent

Guarantee Agreement dated11/23/2010 $0.00

91 100783 The Gymboree Corporation

Barbican ManagingAgency Limited and

Aspen Insurance Ltd

(Insurance)

Insurance Policy re: Excess Side A DIC

Directors and Officers Liability

Insurance

$0.00

92 100282 The Gymboree Corporation 71 Stevenson

BARE ESCENTUALS

BEAUTY INC., C/O

SHISEIDO GROUP USA

CONSENT AND AGREEMENT

REGARDING SUBLEASE DATED

11/29/2016 (71 STEVENSON)

$0.00

93 100281 The Gymboree Corporation 71 Stevenson

BARE ESCENTUALS

BEAUTY INC., C/O

SHISEIDO GROUP USA

SUBLEASE DATED 11/18/2016 (71

STEVENSON) $0.00

94 100270 The Gymboree Corporation 71 Stevenson BARE ESCENTUALS BEAUTY, INC. LEASE AGREEMENT DATED 8/1/2015 (71 STEVENSON) $0.00

95 100269 The Gymboree Corporation 71 Stevenson BARE ESCENTUALS BEAUTY, INC. FIRST AMENDMENT TO LEASE DATED 7/6/2015 (71 STEVENSON) $0.00

Page 11 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 371 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

96 100268 The Gymboree Corporation 71 Stevenson BARE ESCENTUALS BEAUTY, INC.

SECOND AMENDMENT TO LEASE

AGREEMENT DATED 11/18/2016 (71

STEVENSON)

$0.00

97 101611 Gymboree Retail Stores, Inc. 1718 BAYER PROPERTIES, INC. STORE LEASE RE: STORE #1718 ‐  SUMMIT SIERRA $6,298.50

98 100157 The Gymboree Corporation Bazaarvoice, Inc. Service Order dated 4/3/2015 $0.00

99 100161 The Gymboree Corporation Bazaarvoice, Inc. Master Agreement dated 4/3/2015 $0.00

100 100162 The Gymboree Corporation Bazaarvoice, Inc. Service Order Amendment and Statement of Work dated 2/3/2017 $0.00

101 100164 The Gymboree Corporation Bazaarvoice, Inc. Statement of Work dated 4/3/2015 $0.00

102 100041 The Gymboree Corporation Bed Bath & Beyond Vendor Compliance Guide dated 9/14/2015 $0.00

103 100780 The Gymboree Corporation

Berkshire Hathaway

International Insurance

Limited

Insurance Policy re: Directors' and

Officers' Liability and Company

Reimbursement Insurance,

Organizational Liability, Derivative

Demands.

$0.00

104 100042 The Gymboree Corporation Bernard Hordes Amendment to the Services Agreement dated 2/27/2009 $0.00

Page 12 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 372 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

105 100220 The Gymboree Corporation BeyondTrust Software, Inc. Exhibit A Professional Services Addendum dated 3/22/2017 $0.00

106 100218 The Gymboree Corporation BeyondTrust Software, Inc. Software License Quote dated 3/22/2017 $0.00

107 100219 The Gymboree Corporation BeyondTrust Software, Inc. Statement of Work dated 3/22/2017 $0.00

108 100029 The Gymboree Corporation Bit9, Inc. Parity Master Terms and Conditions dated 1/15/2010 $0.00

109 100028 The Gymboree Corporation Bit9, Inc. Sales Order dated 1/19/2010 $0.00

110 100283 Gym‐Card, LLC Blackhawk Network (Canada) Ltd. Gift Card Agreement dated 12/9/2016 $2,181.76

111 100285 Gym‐Card, LLC Blackhawk Network, Inc. Gift Card Agreement dated 8/21/2014 $2,181.76

112 100284 Gym‐Card, LLC Blackhawk Network, Inc. Blackhawk Network Gift Card Agreement dated 8/21/2014 $0.00

113 100200 The Gymboree Corporation Bloomreach, Inc. Master Services Agreement dated 6/30/2015 $7,516.67

114 100198 The Gymboree Corporation Bloomreach, Inc. Sales Order No. 1 dated 6/30/2015 $0.00

Page 13 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 373 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

115 102641 The Gymboree Corporation

Blue Shield of California

Life & Health Insurance

Company

Policy of Group Excess Loss Insurance $0.00

116 100123 The Gymboree Corporation BMC Software, Inc. Enterprise Systems Management Product Order Form dated 3/31/2010 $0.00

117 100124 The Gymboree Corporation BMC Software, Inc. Master License Agreement dated 3/31/2010 $0.00

118 101628 Gymboree Retail Stores, Inc. 1732 BRANDOLINI CO STORE LEASE RE: STORE #1732 ‐  PROVIDENCE TOWN CENTER $4,657.83

119 100043 Gymboree Manufacturing,

Inc.

Brands Squared Pty.

Ltd.

Amendment # 1 to Franchise

Agreement dated 5/30/2016 $0.00

120 100263 Gymboree Manufacturing,

Inc.

Brands Squared Pty.

Ltd.

Confidentiality and Non‐Competition

Agreement dated 5/31/2016 $0.00

121 100045 Gymboree Manufacturing,

Inc.

Brands Squared Pty.

Ltd.

Franchise Agreement for Gymboree

Stores in Australia and New Zealand $0.00

122 100046 Gymboree Manufacturing,

Inc.

Brands Squared Pty.

Ltd.

Guaranty and Assumption of

Obligations dated 5/31/2016 $0.00

123 100721 The Gymboree Corporation Bridget Schickedanz Indemnification Agreement dated 2/1/2016 $0.00

Page 14 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 374 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

124 100758 The Gymboree Corporation Bridget Schickedanz Management Severance Plan Notice of Participation dated 2/1/2016 $0.00

125 100756 The Gymboree Corporation Bridget Schickedanz Promotion Offer Letter dated 2/1/2016 $0.00

126 101641 Gymboree Retail Stores, Inc. 1747 BROADSTONE LAND LLC STORE LEASE RE: STORE #1747 ‐  PALLADIO AT BROADSTONE $2,473.69

127 101640 Gymboree Retail Stores, Inc. 1747 BROADSTONE LAND LLC STORE LEASE RE: STORE #1747 ‐  PALLADIO AT BROADSTONE $2,473.69

128 100088 The Gymboree Corporation Buxton Consulting Consulting Agreement dated 4/19/2007 $0.00

129 100089 The Gymboree Corporation Buxton Consulting Exhibit ‐F (Contract Extension ‐ 3) (Statement of Work) dated 4/19/2007 $0.00

130 100087 The Gymboree Corporation Buxton Consulting Statement of Work dated 1/26/2017 $0.00

131 100047 Gymboree Manufacturing,

Inc. Buy Buy Baby Inc.

Addendum to Vendor Compliance

Guide and Quality Assurance Manual

dated 3/1/2016

$0.00

132 102642 The Gymboree Corporation

California Physicians’Service d/b/a Blue

Shield of California

Shared Advantage Agreement $0.00

133 102592 The Gymboree Corporation

California SecurityServices Inc. dba Elite

Universal Security, Inc.

Security Service Agreement $0.00

Page 15 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 375 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

134 100090 The Gymboree Corporation Caltronics Business Systems Lease Agreement dated 3/19/2014 $4,155.28

135 100098 The Gymboree Corporation Caltronics Business Systems Maintenance & Support Agreement ‐  Terms and Conditions dated 1/30/2014 $4,155.28

136 100097 The Gymboree Corporation Caltronics Business Systems Prestige Service Monthly Agreement dated 4/17/2014 $4,155.28

137 100095 The Gymboree Corporation Caltronics Business Systems Amendment No. 1 to Maintenance & Support Agreement ‐ Terms and Conditions dated 4/17/2014 $0.00

138 100100 The Gymboree Corporation Caltronics Business Systems Amendment to Lease Agreement dated 3/19/2014 $0.00

139 100094 The Gymboree Corporation Caltronics Business Systems Amendment to Lease Agreement dated 3/19/2017 $0.00

140 100092 The Gymboree Corporation Caltronics Business Systems Laser Printer ‐ Labor & Parts Coverage Statement of Work dated 1/30/2014 $0.00

141 100096 The Gymboree Corporation Caltronics Business Systems Order Form dated 3/19/2014 $0.00

142 102643 The Gymboree Corporation CaremarkPCS Health, L.L.C. 2017 Pricing Notice Letter $0.00

Page 16 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 376 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

143 102645 The Gymboree Corporation CaremarkPCS Health, L.L.C. Attachment to Pricing Notice Letter ‐  Amendment to Commitment

Agreement

$0.00

144 102644 The Gymboree Corporation CaremarkPCS Health, L.L.C. Unexecuted 2017 Pricing Notice Letter $0.00

145 100731 The Gymboree Corporation Carla Feely Indemnification Agreement dated 2/1/2015 $0.00

146 100712 The Gymboree Corporation Carla Feely Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

147 100740 The Gymboree Corporation Carla Feely Promotion Offer Letter dated 2/1/2015 $0.00

148 102492 Gymboree Retail Stores, Inc. 6376 CARLYLE‐CYPRESS TUSCALOOSA I, LLC STORE LEASE RE: STORE #6376 ‐  MIDTOWN VILLAGE $6,189.38

149 101495 Gymboree Retail Stores, Inc. 908 CARUSO AFFILIATED STORE LEASE RE: STORE #0908 ‐  GROVE AT FARMERS MARKET $31,162.01

150 101494 Gymboree Retail Stores, Inc. 908 CARUSO AFFILIATED STORE LEASE RE: STORE #0908 ‐  GROVE AT FARMERS MARKET $31,162.01

151 101668 Gymboree Retail Stores, Inc. 1769 CENTERCAL PROPERTIES STORE LEASE RE: STORE #1769 ‐  STATION PARK $6,833.90

Page 17 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 377 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

152 100152 Gym‐Card, LLC Ceridian Stored Value Solutions, Inc. Distributor Agreement dated 7/1/2011 $0.00

153 100150 Gym‐Card, LLC Ceridian Stored Value Solutions, Inc. Incentive Gift Card Agreement dated 10/5/2010 $0.00

154 100151 Gym‐Card, LLC Ceridian Stored Value Solutions, Inc. Second Amendment to Services Agreement dated 5/3/2010 $0.00

155 100153 Gym‐Card, LLC Ceridian Stored Value Solutions, Inc. Third Amendment to Services Agreement dated 8/1/2012 $0.00

156 100132 The Gymboree Corporation Certegy Check Services, Inc. Fifth Amendment to Welcome Check Warranty Agreement dated 4/1/2008 $0.00

157 100134 The Gymboree Corporation Certegy Check Services, Inc. First Amendment to Collection Services Agreement dated 10/1/2003 $0.00

158 100128 The Gymboree Corporation Certegy Check Services, Inc. First Amendment to Welcome Check Warranty Agreement dated 10/1/2003 $0.00

159 100131 The Gymboree Corporation Certegy Check Services, Inc. Fourth Amendment to Welcome Check Warranty Agreement dated 10/1/2006 $0.00

Page 18 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 378 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

160 100266 The Gymboree Corporation Certegy Check Services, Inc. Letter regarding Price Increase under Welcome Check Warranty Agreement dated 3/31/2014 $0.00

161 100133 The Gymboree Corporation Certegy Check Services, Inc. Second Amendment to Collection Services Agreement dated 2/1/2010 $0.00

162 100129 The Gymboree Corporation Certegy Check Services, Inc. Second Amendment to Welcome Check Warranty Agreement dated 10/1/2004 $0.00

163 100127 The Gymboree Corporation Certegy Check Services, Inc. Seventh Amendment to Welcome Check Warranty Agreement dated 7/1/2011 $0.00

164 100126 The Gymboree Corporation Certegy Check Services, Inc. Sixth Amendment to Welcome Check Warranty Agreement dated 2/1/2010 $0.00

165 100130 The Gymboree Corporation Certegy Check Services, Inc. Third Amendment to Welcome Check Warranty Agreement dated 10/1/2005 $0.00

166 100049 The Gymboree Corporation Channel M, Inc. Video Service Agreement dated 5/1/2009 $0.00

167 100010 The Gymboree Corporation Chartwell Staffing Solutions Agreement for Provision of Recruiting and Placement Services dated 3/7/2016 $6,456.12

Page 19 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 379 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

168 100734 The Gymboree Corporation Chris Lu Indemnification Agreement dated 10/24/2011 $0.00

169 100742 The Gymboree Corporation Chris Lu Management Severance Plan Notice of Participation dated 1/22/2013 $0.00

170 100715 The Gymboree Corporation Chris Lu Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

171 100743 The Gymboree Corporation Chris Lu Revised Offer Letter dated 10/24/2011 $0.00

172 100209 The Gymboree Corporation CloudAnalytics Master Subscription IX Cloud SaaS Agreement dated 1/27/2016 $110,467.00

173 100208 The Gymboree Corporation CloudAnalytics

Order Form #3 to Master Subscription

IX Cloud SaaS Agreement dated

10/25/2016

$0.00

174 100210 The Gymboree Corporation CloudAnalytics

Order Form to Master Subscription IX

Cloud SaaS Agreement dated

1/27/2016

$0.00

175 100212 The Gymboree Corporation CloudAnalytics, LLC

Amendment #1 to Master

Subscription IX Cloud SaaS Agreement

dated 1/27/2016

$0.00

176 100211 The Gymboree Corporation CloudAnalytics, LLC

Amendment No. 1 to Order Form #4

for Labor Scheduling Module dated

2/28/2017

$0.00

Page 20 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 380 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

177 100656 The Gymboree Corporation CM Resources LLC Consulting Agreement dated 7/2/2013 $0.00

178 100658 The Gymboree Corporation CM Resources LLC Statement of Work dated 7/2/2013 $0.00

179 100184 The Gymboree Corporation

Cognizant Technology

Solutions U.S.

Corporation

Master Outsourcing Services

Agreement dated 1/26/2015 $1,350,915.96

180 100188 The Gymboree Corporation

Cognizant TechnologySolutions U.S.Corporation

Amendment #2 to Statement of Work

for T&M Resources ‐ 2016 BI Reports

Project dated 11/12/2016

$0.00

181 100189 The Gymboree Corporation

Cognizant Technology

Solutions U.S.

Corporation

Amendment #5 to Statement of Work

for T&M Resources ‐ 2016 BI Reports

Project dated 3/1/2017

$0.00

182 100192 The Gymboree Corporation

Cognizant TechnologySolutions U.S.Corporation

Statement of Work Agreement

Accounts Payable & Sales Audit dated

3/10/2015

$0.00

183 100183 The Gymboree Corporation

Cognizant TechnologySolutions U.S.Corporation

Statement of Work Agreement HRIS &

Payroll dated 3/10/2015 $0.00

184 100191 The Gymboree Corporation

Cognizant TechnologySolutions U.S.Corporation

Statement of Work for Customer

Service dated 3/11/2015 $0.00

185 100185 The Gymboree Corporation

Cognizant TechnologySolutions U.S.Corporation

Statement of Work for Omni Channel

Program, Legacy Integration & Data

Migration dated 12/5/2016

$0.00

Page 21 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 381 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

186 100186 The Gymboree Corporation

Cognizant Technology

Solutions U.S.

Corporation

Statement of Work for Omni Channel

Program, System Integration Testing

dated 12/5/2016

$0.00

187 100190 The Gymboree Corporation

Cognizant Technology

Solutions U.S.

Corporation

Statement of Work Number: CTS0001

for Application & Infrastructure

Management Services dated

1/26/2015

$0.00

188 100187 The Gymboree Corporation

Cognizant Technology

Solutions U.S.

Corporation

Statement of Work‐ T&M Resources‐ 

Omni Channel‐ BSA‐ OMS dated

2/20/2017

$0.00

189 100286 Gymboree Retail Stores, Inc. Comdata Stored Value Solutions, Inc. Services Agreement General Terms and Conditions dated 6/1/2008 $0.00

190 100321 The Gymboree Corporation Comdata Stored Value Solutions, Inc. Distributor Agreement dated 6/1/2008 $0.00

191 100137 The Gymboree Corporation

CompuwareCorporation / Gomez,

Inc.

Gomez Order Form dated 9/1/2010 $0.00

192 100144 The Gymboree Corporation Concur Technologies, Inc. Business Services Agreement dated 9/30/2009 $0.00

193 100148 The Gymboree Corporation Concur Technologies, Inc. Sales Order Form and Amendment to Business Services Agreement dated 6/6/2014 $0.00

194 100146 The Gymboree Corporation Concur Technologies, Inc. Sales Order Form dated 9/30/2009 $0.00

Page 22 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 382 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

195 101599 Gymboree Retail Stores, Inc. 1711 CORDES & COMPANY STORE LEASE RE: STORE #1711 ‐  CHINO HILLS, SHOPPES @ $9,660.22

196 102487 Gymboree Retail Stores, Inc. 6372 CORDES & COMPANY STORE LEASE RE: STORE #6372 ‐  CHINO HILLS, SHOPPES @ $6,573.01

197 100704 The Gymboree Corporation CoStar Realty Information, Inc. CoStar Real Estate Manager, Inc. Application Services and Professional Services Agreement $2,712.62

198 100102 The Gymboree Corporation Costco Wholesale Canada Ltd. Standard Terms Canada (2005) $0.00

199 100101 The Gymboree Corporation Costco Wholesale Canada Ltd. Wholesale Standard Terms $0.00

200 100165 The Gymboree Corporation CountWise, LLC Master Service Agreement dated 10/28/2013 $28,188.70

201 100168 Giraffe Intermediate B, Inc. CountWise, LLC Attachment A dated 10/28/2013 $0.00

202 100166 The Gymboree Corporation CountWise, LLC Amendment # 1 to Master Services Agreement dated 6/1/2016 $0.00

203 101654 Gymboree Retail Stores, Inc. 1759 CROSSPOINT REALTY SERVICES, INC STORE LEASE RE: STORE #1759 ‐  VINTAGE OAKS $5,869.75

204 100197 The Gymboree Corporation Curebit Inc. d/b/a Talkable Order Form and Addendum to Terms of Service Agreement dated 5/22/2016 $20,000.00

Page 23 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 383 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

205 100196 The Gymboree Corporation Curebit Inc. d/b/a Talkable Order Form and Addendum to Terms of Services dated 3/31/2015 $0.00

206 100700 The Gymboree Corporation 525 Market CUSHMAN WAKEFIELD OF CALIFORNIA, INC.

CORPORATE LEASE RE: 525 MARKET

STREET ‐ MASTER LANDLORD (525MARKET)

$0.00

207 102646 The Gymboree Corporation

Custom Benefit

Programs, Inc. d/b/aUNIVERS Workplace

Enrollment & Workplace Service

Agreement $89.22

208 102647 The Gymboree Corporation

Custom BenefitsPrograms, Inc. dba

UNIVERS

Outbound Voice Messaging Program ‐ 

Direction and Confirmation $0.00

209 102573 Gym‐Card, LLC Customer Motivators, LLC Standard Terms of Agreement Gymboree B2B Gift Card Sales $0.00

210 100109 The Gymboree Corporation CyberSource Corporation CyberSource Internet Commerce Services Agreement dated 10/12/1999 $10,302.02

211 100108 The Gymboree Corporation CyberSource Corporation CyberSource PCI Addendum dated 9/18/2007 $0.00

212 100104 The Gymboree Corporation CyberSource Corporation Fifth Amendment to the Internet Commerce Services Agreement dated 10/13/2016 $0.00

213 100110 The Gymboree Corporation CyberSource Corporation First Amendment to the CyberSource Internet Commerce Services Agreement dated 6/22/2005 $0.00

Page 24 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 384 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

214 100105 The Gymboree Corporation CyberSource Corporation Fourth Amendment to the Internet Commerce Services Agreement dated 8/23/2012 $0.00

215 100112 The Gymboree Corporation CyberSource Corporation Fourth Amendment to the Internet Commerce Services Agreement dated 8/27/2012 $0.00

216 100103 The Gymboree Corporation CyberSource Corporation Reseller Agreement dated 9/7/2000 $0.00

217 100111 The Gymboree Corporation CyberSource Corporation Second Amendment to the CyberSource Internet Commerce Services Agreement dated 7/18/2007 $0.00

218 100113 The Gymboree Corporation CyberSource Corporation Third Amendment to the CyberSource Internet Services Agreement dated 7/1/2009 $0.00

219 100207 The Gymboree Corporation Cyclotron, Inc. Exchange Migration: Exhibit C to the Services Agreement dated 9/6/2016 $0.00

220 102493 Gymboree Retail Stores, Inc. 6376 CYPRESS EQUITIES STORE LEASE RE: STORE #6376 ‐  MIDTOWN VILLAGE $6,189.38

221 100055 The Gymboree Corporation D. Koot & Associates

Amendment # 2 to the Duty Drawback

Services Agreement dated

12/10/2013

$0.00

Page 25 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 385 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

222 102588 The Gymboree Corporation D.W. Nicholson Corp. Master Agreement for Planned Maintenance Service $0.00

223 102589 The Gymboree Corporation D.W. Nicholson Corp. Statement of Work (Exhibit A to Services Agreement) $0.00

224 100726 The Gymboree Corporation Dana Todorovic Indemnification Agreement dated 11/4/2013 $0.00

225 100708 The Gymboree Corporation Dana Todorovic Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

226 100667 The Gymboree Corporation Daniel J. Griesemer Employment Agreement dated 5/22/2017 $0.00

227 100728 The Gymboree Corporation Daniel J. Griesemer Indemnification Agreement dated 5/22/2017 $0.00

228 100719 The Gymboree Corporation Daniel O’Shaughnessy Indemnification Agreement dated 5/1/2016 $0.00

229 100754 The Gymboree Corporation Daniel O’Shaughnessy Management Severance Plan Notice of Participation dated 5/1/2016 $0.00

230 100753 The Gymboree Corporation Daniel O’Shaughnessy Promotion Offer Letter dated 4/13/2016 $0.00

231 101600 Gymboree Retail Stores, Inc. 1711 DASPIN & AUMENT, LLP STORE LEASE RE: STORE #1711 ‐  CHINO HILLS, SHOPPES @ $9,660.22

Page 26 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 386 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

232 102488 Gymboree Retail Stores, Inc. 6372 DASPIN & AUMENT, LLP STORE LEASE RE: STORE #6372 ‐  CHINO HILLS, SHOPPES @ $6,573.01

233 100287 The Gymboree Corporation Data Securities International, Inc. Flexsafe Escrow Agreement dated 5/20/1998 $0.00

234 102590 The Gymboree Corporation Data Specialties, Inc. Services Agreement $0.00

235 102591 The Gymboree Corporation Data Specialties, Inc. Statement of Work (Exhibit A to Services Agreement) $0.00

236 102576 Gymboree Manufacturing,

Inc. DataSafe, Inc. Storage and Service Agreement for Account 72053 $60.00

237 102575 Gymboree Manufacturing,

Inc. DataSafe, Inc. Datasafe Document Destruction Addendum re Account 72053 $0.00

238 101830 Gymboree Retail Stores, Inc. 5031 DAVID G. MCDONOUGH, ESQ. STORE LEASE RE: STORE #5031 ‐  SETTLERS GREEN OUTLET VILLAGE $7,035.76

239 100724 The Gymboree Corporation David Sondergeld Indemnification Agreement dated 12/19/2013 $0.00

240 100706 The Gymboree Corporation David Sondergeld Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

241 100761 The Gymboree Corporation David Sondergeld Promotion Offer Letter dated 10/19/2014 $0.00

Page 27 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 387 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

242 100760 The Gymboree Corporation David Sondergeld Promotion Offer Letter dated 12/1/2013 $0.00

243 102577 Gym‐Card, LLC DCI Incentives, LLC Standard Terms of Agreement Gymboree B2B Gift Card Sales $0.00

244 100759 The Gymboree Corporation Dean Silbersack Amended Employment Offer Letter dated 12/6/2013 $0.00

245 100723 The Gymboree Corporation Dean Silbersack Indemnification Agreement dated 1/31/2014 $0.00

246 100705 The Gymboree Corporation Dean Silbersack Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

247 100732 The Gymboree Corporation Deborah Holmgren Indemnification Agreement dated 5/1/2016 $0.00

248 100713 The Gymboree Corporation Deborah Holmgren Management Severance Plan Notice of Participation dated 5/1/2016 $0.00

249 100747 The Gymboree Corporation Deborah Klaus

Management Change of Control Plan

Notice of Participation dated

8/5/2008

$0.00

250 100422 The Gymboree Corporation Deloitte & Touche LLP Engagement Letter for Audit of Financial Statements dated 1/24/2017 $0.00

Page 28 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 388 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

251 100488 The Gymboree Corporation Deloitte Tax LLP (Draft) Engagement Letter for Tax Advisory Services dated 4/20/2017 $0.00

252 102635 The Gymboree Corporation Delta Dental of California Application for DeltaCare $0.00

253 102633 The Gymboree Corporation Delta Dental of California Dental Policy Multi State Rider $0.00

254 102634 The Gymboree Corporation Delta Dental of California Dental Policy Multi State Rider $0.00

255 102632 The Gymboree Corporation Delta Dental of California Dental Policy Rider $0.00

256 102648 The Gymboree Corporation Delta Health Systems Administrative Agreement $0.00

257 100626 The Gymboree Corporation Demand Known, Inc. Service Agreement dated 9/16/2016 $0.00

258 100625 The Gymboree Corporation Demand Known, Inc.

Statement of Work for a Subscription‐

based Top‐Down Planning and Open‐

to‐Buy Solution dated 9/21/2016

$0.00

259 100288 The Gymboree Corporation Demandware, Inc. Master Agreement for Cloud Services dated 10/5/2016 $17,419.35

260 100629 The Gymboree Corporation Demandware, Inc.

Client Services Statement of Work for

Site Readiness Assessment and

Launch Readiness Boot Camp dated

9/30/2016

$0.00

Page 29 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 389 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

261 100289 The Gymboree Corporation Demandware, Inc. Cloud Services Order Form ‐ Digital Commerce Services dated 9/30/2016 $0.00

262 100291 Gymboree Retail Stores, Inc. DHL Express (USA), Inc. U.S. Origin Service Agreement dated 8/10/2015 $875.91

263 101438 Gymboree Retail Stores, Inc. 642 DINSMORE & SHOHL LLP STORE LEASE RE: STORE #0642 ‐  DEERFIELD TOWNE CENTER $8,371.80

264 100154 The Gymboree Corporation Diversified Distribution Systems, Inc. ("DDS") Letter Amending Notice Period for Termination dated 3/31/2014 $0.00

265 100532 The Gymboree Corporation Diversified Distribution Systems, Inc. ("DDS") Store Supply Distribution Agreement dated 7/1/2011 $0.00

266 100193 Gymboree Manufacturing,

Inc.

Dixon DC

DIXON VAUGHNHOLDINGS LLC, C/O

NEARON ENTERPRISES

LEASE AGREEMENT DATED 5/5/2015

(DIXON WAREHOUSE) $2,064.58

267 100606 The Gymboree Corporation Dixon DC

DIXON VAUGHN

HOLDINGS LLC, C/ONEARON ENTERPRISES

GUARANTY OF LEASE DATED 5/5/2015

(DIXON WAREHOUSE) $0.00

268 100606 The Gymboree Corporation Dixon DC

DIXON VAUGHNHOLDINGS LLC, C/ONEARON ENTERPRISES

GUARANTY OF LEASE DATED 5/5/2015

(DIXON WAREHOUSE) $0.00

269 102649 The Gymboree Corporation Doctor on Demand, Inc. Services Agreement $0.00

270 100564 The Gymboree Corporation Drishticon Inc. Consulting Agreement dated 12/16/2013 $0.00

Page 30 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 390 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

271 100561 The Gymboree Corporation Drishticon Inc. Exhibit A19 Statement of Work dated 1/12/2017 $0.00

272 100562 The Gymboree Corporation Drishticon Inc. Exhibit A21 Statement of Work dated 3/24/2017 $0.00

273 100563 The Gymboree Corporation Drishticon Inc. Statement of Work dated 2/28/2017 $0.00

274 100627 The Gymboree Corporation dTank Letter of Commitment re: Fixture and Millwork Program dated 2/21/2017 $0.00

275 102578 The Gymboree Corporation Dunbar Armored, Inc. Dunbar Armored, Inc. Service Contract $6,230.52

276 100669 The Gymboree Corporation Dunbar Armored, Inc. Amendment and Rider to Service Contract dated 6/9/2017 $0.00

277 100431 The Gymboree Corporation E*Trade Financial Corporate Services, Inc. Amendment #1 to the Equity Edge Online for Partially Outsourced Private Clients Agreement dated 4/4/2012 $0.00

278 100429 The Gymboree Corporation E*TRADE Financial Corporate Services, Inc. Amendment #2 to Equity Edge Online for Partially Outsourced Private Clients Agreement dated 7/18/2016 $0.00

279 100428 The Gymboree Corporation E*Trade Financial Corporate Services, Inc. Employee Brokerage Services Terms and Conditions $0.00

Page 31 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 391 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

280 100432 The Gymboree Corporation E*Trade Financial Corporate Services, Inc. Employee Brokerage Services Terms and Conditions dated 4/12/2006 $0.00

281 100293 The Gymboree Corporation E*Trade Financial Corporate Services, Inc. Equity Edge Online for Partially Outsourced Private Clients Agreement dated 4/4/2012 $0.00

282 100430 The Gymboree Corporation E*Trade Financial Corporate Services, Inc. Equity Edge Software and Employee Brokerage Services Purchase Order Form dated 4/12/2006 $0.00

283 100433 The Gymboree Corporation E*TRADE Financial Corporate Services, Inc. Equity Edge and Employee Brokerage Services ‐ Purchase Order Form $0.00

284 100434 The Gymboree Corporation eGain Communications Corporation

Addendum No. 2 to eGain

Communications Corporation

Software License Agreement dated

8/24/2009

$0.00

285 100435 The Gymboree Corporation eGain Communications Corporation Software License and Services Agreement dated 6/19/2000 $0.00

286 100436 The Gymboree Corporation eGain Corporation Addendum 3 eGain Cloud Services dated 1/14/2015 $0.00

287 100437 The Gymboree Corporation eGain Corporation Renewal Notice dated 3/3/2017 $0.00

288 100515 The Gymboree Corporation Emerging Blue Services Agreement dated 7/16/2014 $14,125.00

Page 32 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 392 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

289 100508 The Gymboree Corporation Eminess Design, LLC Consulting Agreement dated 10/22/2009 $0.00

290 100507 The Gymboree Corporation Eminess Design, LLC

Statement of Work (Exhibit B to the

Consulting Agreement) dated

8/23/2010

$0.00

291 100504 The Gymboree Corporation Eminess Design, LLC

Statement of Work (Exhibit C to the

Consulting Agreement) dated

8/23/2010

$0.00

292 100505 The Gymboree Corporation Eminess Design, LLC

Statement of Work (Exhibit D to the

Consulting Agreement) dated

7/20/2012

$0.00

293 100506 The Gymboree Corporation Eminess Design, LLC

Statement of Work (Exhibit F to the

Consulting Agreement) dated

10/22/2014

$0.00

294 100549 The Gymboree Corporation Ensighten User Agreement dated 10/25/2012 $0.00

295 100510 The Gymboree Corporation EnterpriseCube, Inc. Consulting Agreement dated 4/18/2008 $60,000.00

296 100030 Gymboree Manufacturing,

Inc.

enVista InteractiveSolutions, LLC dba

Enspire Commerce

Master Software as a Service

Agreement dated 4/18/2016 $3,209.39

297 100033 Gymboree Manufacturing,

Inc.

enVista Interactive

Solutions, LLC dba

Enspire Commerce

Professional Services Statement of

Work dated 4/18/2016 $0.00

Page 33 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 393 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

298 100032 Gymboree Manufacturing,

Inc.

enVista Interactive

Solutions, LLC dba

Enspire Commerce

Service Level Agreement $0.00

299 100031 Gymboree Manufacturing,

Inc.

enVista Interactive

Solutions, LLC dba

Enspire Commerce

Software Service Subscription Form

dated 4/25/2016 $0.00

300 100483 The Gymboree Corporation Ernst & Young LLP Engagement Letter dated 6/4/2015 $0.00

301 100482 The Gymboree Corporation Ernst & Young LLP Retainer Agreement Letter dated 4/21/2017 $0.00

302 100267 The Gymboree Corporation Eurosort, Inc. Equipment Services Agreement dated 4/18/2015 $455.56

303 100480 The Gymboree Corporation Eurosort, Inc. Software License Agreement dated 12/4/2009 $455.56

304 100481 The Gymboree Corporation Eurosort, Inc. Support Agreement Proposal dated 12/5/2011 $455.56

305 101976 Gymboree Retail Stores, Inc. 5163 EUROWEST PROPERTIES, INC. STORE LEASE RE: STORE #5163 ‐ ESSEX SHOPPES & CINEMA $2,000.00

306 100376 The Gymboree Corporation Eveline D. Koot & Associates Amendment #1 to the Duty Drawback Services Agreement dated 10/8/2010 $0.00

307 100377 The Gymboree Corporation Eveline D. Koot & Associates Amendment #2 to the Duty Drawback Services Agreement dated 12/10/2013 $0.00

Page 34 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 394 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

308 100249 The Gymboree Corporation Eveline D. Koot & Associates Duty Drawback Services Agreement dated 11/12/2007 $0.00

309 100378 The Gymboree Corporation Eveline D. Koot & Associates Subscription and License Agreement for SAAS / CLOUD for K'Tara Import Products dated 3/24/2014 $0.00

310 100294 The Gymboree Corporation Everglades Direct, Inc. d/b/a G.Neil Companies Purchase and Supply Agreement dated 7/10/2007 $2,826.97

311 102358 Gymboree Retail Stores, Inc. 6273 EXCEL GARDENS LLC STORE LEASE RE: STORE #6273 ‐  DOWNTOWN AT THE GARDENS $8,424.67

312 100495 The Gymboree Corporation

Experian MarketingSolutions, Inc. dba

Experian QAS

Experian QAS Professional Services

Statement of Work, and Quote HF‐

ITV50 dated 7/11/2013

$0.00

313 100496 The Gymboree Corporation

Experian MarketingSolutions, Inc. dba

Experian QAS

Experian QAS Professional Services

Statement of Work, and Quote HF‐

ITVAK dated 7/11/2013

$0.00

314 100500 The Gymboree Corporation

Experian MarketingSolutions, Inc. dba

Experian QAS

Experian QAS Professional Services

Statement of Work, and Quote

Professional Services ‐ Integration

Consulting ‐ ISTWatch dated10/21/2013

$0.00

315 100501 The Gymboree Corporation

Experian MarketingSolutions, Inc. dba

Experian QAS

Special Terms in Relation to the WAS

Ltd. License Terms and Conditions

dated 4/20/2009

$0.00

Page 35 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 395 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

316 102151 Gymboree Retail Stores, Inc. 6108 F. MAXWELL EVANS STORE LEASE RE: STORE #6108 ‐  LACENTERRA @ CINCO RANCH $8,378.62

317 100380 The Gymboree Corporation 71 Stevenson F1 STEVENSON, LLC FIRST AMENDMENT TO LEASE DATED 7/6/2015 (71 STEVENSON) $0.00

318 100379 The Gymboree Corporation 71 Stevenson F1 STEVENSON, LLC

SECOND AMENDMENT TO LEASE

AGREEMENT DATED 11/18/2016 (71

STEVENSON)

$0.00

319 100264 The Gymboree Corporation 71 Stevenson F1 STEVENSON, LLC

CONSENT AND AGREEMENT

REGARDING SUBLEASE DATED

11/29/2016 (71 STEVENSON)

$0.00

320 100381 Gymboree Manufacturing,

Inc.

Fashion Depot Draft of Wholesale Agreement for Mexico $0.00

321 100016 Gymboree Retail Stores, Inc. Federal Express Corporation FedEx Pricing Agreement dated 5/26/2016 $0.00

322 100017 Gymboree Manufacturing,

Inc.

Federal ExpressCorporation Carrier Agreement dated 6/23/2011 $0.00

323 100017 The Gymboree Corporation Federal Express Corporation Carrier Agreement dated 6/23/2011 $0.00

324 100775 The Gymboree Corporation Federal Insurance Company Insurance Policy re: Fiduciary Liability $0.00

325 100777 The Gymboree Corporation Federal Insurance Company Insurance Policy re: Special Risk $0.00

Page 36 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 396 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

326 102001 Gymboree Retail Stores, Inc. 5187 FEDERAL REALTY STORE LEASE RE: STORE #5187 ‐  ASSEMBLY ROW $8,180.23

327 100419 The Gymboree Corporation

FedEx Trade Networks

Transport & Brokerage,

Inc.

Terms and Conditions of Service $0.00

328 102650 The Gymboree Corporation Flex‐Plan Services, Inc. Administrative Services Agreement $0.00

329 102652 The Gymboree Corporation Flex‐Plan Services, Inc. Amendment 1 to Health Reimbursement Arrangement $0.00

330 102653 The Gymboree Corporation Flex‐Plan Services, Inc. Amendment 1 to the Administrative Services Agreement $0.00

331 102651 The Gymboree Corporation Flex‐Plan Services, Inc. Group Application & Adoption Agreement $0.00

332 102594 The Gymboree Corporation FloStor Engineering, Inc. Amendment No. 1 to Equipment Services Agreement $0.00

333 102596 The Gymboree Corporation FloStor Engineering, Inc. Equipment Services Agreement $0.00

334 102597 The Gymboree Corporation FloStor Engineering, Inc. Statement of Work re: Retail Unit Sortation System $0.00

335 101564 Gymboree Retail Stores, Inc. 986 FORBES TAUBMAN ORLANDO, LLC STORE LEASE RE: STORE #0986 ‐ MALL AT MILLENIA $0.00

Page 37 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 397 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

336 101553 Gymboree Retail Stores, Inc. 973 FORBES/COHEN STORE LEASE RE: STORE #0973 ‐ THE GARDENS $13,139.24

337 100578 The Gymboree Corporation Forecast Horizon, Inc. Price Optimization Agreement dated 7/1/2015 $33,666.01 

338 100575 The Gymboree Corporation Forecast Horizon, Inc.

Amendment 1 to Forecast Horizon

Price Optimization Agreement dated

7/1/2015

$0.00 

339 100576 The Gymboree Corporation Forecast Horizon, Inc. Amendment 2 to Price Optimization Agreement dated 7/1/2016 $0.00 

340 100577 The Gymboree Corporation Forecast Horizon, Inc. Sneakpeek Agreement dated 2/18/2014 $0.00 

341 100250 The Gymboree Corporation 71 Stevenson FORWARD ONE, LLC LEASE AGREEMENT DATED 8/1/2015 (71 STEVENSON) $0.00

342 102580 Gym‐Card, LLC Fundstream Inc. Gift Card Agreement $0.00

343 100668 The Gymboree Corporation Garda CL Central, Inc. Amendment to Armored Car Service Agreement dated 3/11/2017 $37,511.30

344 100509 The Gymboree Corporation

Garda CL Central, Inc.

FKA AT Systems Central,

Inc.

Amendment to Armored Car Service

Agreement dated 12/14/2009 $0.00

345 100438 The Gymboree Corporation Gartner, Inc. Service Agreement dated 1/1/2017 $0.00

Page 38 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 398 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

346 100476 The Gymboree Corporation Gary D. Nelson Associates Services Agreement dated 2/9/2009 $23,143.31

347 101974 Gymboree Retail Stores, Inc. 5162 GATEWAY BUENA PARK, INC STORE LEASE RE: STORE #5162 ‐  MARINA SQUARE OUTLET $11,316.00

348 100749 The Gymboree Corporation Gerardo Cortina Employment Offer Letter dated 4/13/2016 $0.00

349 100729 The Gymboree Corporation Gerardo Cortina Indemnification Agreement dated 5/1/2016 $0.00

350 100710 The Gymboree Corporation Gerardo Cortina Management Severance Plan Notice of Participation dated 5/1/2016 $0.00

351 100383 Gym‐Card, LLC

Gift Certificate Center,

Inc. (D.B.A. Hallmark

Insights)

Amendment No. 1 to Merchant

Agreement dated 2/1/2010 $0.00

352 100382 Gym‐Card, LLC

Gift Certificate Center,

Inc. (D.B.A. Hallmark

Insights)

Merchant Agreement dated

11/9/2009 $0.00

353 102581 Gym‐Card, LLC Giftcertificates.ca Gift Card Agreement $0.00

354 101972 Gymboree Retail Stores, Inc. 5161 GILAD DEVELOPMENT STORE LEASE RE: STORE #5161 ‐ LODI STATION OUTLET $3,188.11

355 100443 The Gymboree Corporation Goldman, Sachs & Co. Amendment to Confidentiality Letter Agreement dated 1/29/2005 $0.00

Page 39 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 399 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

356 100442 The Gymboree Corporation Goldman, Sachs & Co. Confidentiality Letter Agreement dated 1/29/2015 $0.00

357 100384 The Gymboree Corporation Gomez, Inc. dba Dynatrace LLC Standard Terms and Conditions Incorporated by Reference in Order Form $0.00

358 102639 The Gymboree Corporation Google Inc. Advertising Service Agreement $219,724.65

359 100056 The Gymboree Corporation Gordon Brothers Retail Partners, LLC Letter Agreement Governing Inventory Disposition dated 5/1/2017 $0.00

360 101676 Gymboree Retail Stores, Inc. 1776 GOULSTON & STORRS, P.C STORE LEASE RE: STORE #1776 ‐  MARKET STREET AT LYNNFIELD $11,702.05

361 102638 The Gymboree Corporation Great American Group, LLC Consulting Agreement $0.00

362 100678 Gym‐Card, LLC Great Lakes Scrip Center, LLC Amendment No. 1 to Standard Terms of Agreement Gymboree Scrip Gift Card Sales dated 1/1/2009 $0.00

363 100677 Gym‐Card, LLC Great Lakes Scrip Center, LLC Standard Terms of Agreement Gymboree Scrip Gift Card Sales dated 9/3/2008 $0.00

364 101741 Gymboree Retail Stores, Inc. 2147 GREATER LAKESIDE CORP. STORE LEASE RE: STORE #2147 ‐  LAKESIDE MALL (LA) $8,718.10

Page 40 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 400 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

365 100586 The Gymboree Corporation GSPANN Technologies, Inc . Consulting Agreement dated 8/20/2014 $0.00

366 102656 The Gymboree Corporation Guidespark, Inc. Form of Order Form $0.00

367 102654 The Gymboree Corporation Guidespark, Inc. Invoice for HR Video Library $0.00

368 102655 The Gymboree Corporation Guidespark, Inc. Master Subscription Agreement $0.00

369 102399 Gymboree Retail Stores, Inc. 6300 GUMBERG ASSET MANAGEMENT CORP STORE LEASE RE: STORE #6300 ‐  SOUTHLAND MALL (FL) $4,458.34

370 100347 Gym‐Card, LLC Gymboree Retail Stores, Inc. Promissory Note and Written Consent of The Managers in Lieu of Meeting dated 12/12/2012 $0.00

371 100349 Gym‐Card, LLC Gymboree Retail Stores, Inc. Promissory Note and Written Consent of The Managers in Lieu of Meeting dated 9/27/2013 $0.00

372 100348 Gymboree Retail Stores, Inc. Gym‐Card, LLC

Promissory Note and Written Consent

of The Managers in Lieu of Meeting

dated 12/12/2012

$0.00

373 100350 Gymboree Retail Stores, Inc. Gym‐Card, LLC

Promissory Note and Written Consent

of The Managers in Lieu of Meeting

dated 9/27/2013

$0.00

Page 41 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 401 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

374 100386 The Gymboree Corporation Harland Clarke Corp. Amendment No. 4 to Purchase Agreement dated 8/8/2014 $0.00

375 100385 The Gymboree Corporation Harland Clarke Corp. Purchase Agreement dated 2/6/2008 $0.00

376 102657 The Gymboree Corporation Hawaii Medical Service Association 2017 Open Enrollment Letter $0.00

377 102659 The Gymboree Corporation Hawaii Medical Service Association Agreement for Group Plan $0.00

378 102658 The Gymboree Corporation Hawaii Medical Service Association Group Plan Summary, Group No. 72492 $0.00

379 102660 The Gymboree Corporation Hawaii Medical Service Association Group Plan Summary, Group No. 72493 $0.00

380 102661 The Gymboree Corporation Health Plan Hawaii Agreement for Group Plan $0.00

381 102663 The Gymboree Corporation HealthCare Impact Associates, LLC Form Fulfillment Services Addendum $0.00

382 102662 The Gymboree Corporation HealthCare Impact Associates, LLC Software and Service Agreement $0.00

383 100387 The Gymboree Corporation Heroku, inc. Data Processing Addendum dated 12/22/2016 $0.00

384 101700 Gymboree Retail Stores, Inc. 2109 HIGHLAND VILLAGE, LP STORE LEASE RE: STORE #2109 ‐  HIGHLAND VILLAGE $10,627.31

Page 42 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 402 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

385 101978 Gymboree Retail Stores, Inc. 5164 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5164 ‐  OUTLET SHOPPES AT ATLANTA $7,968.71

386 101994 Gymboree Retail Stores, Inc. 5181 HORIZON GROUP PROPERTIES INC. STORE LEASE RE: STORE #5181 ‐  OUTLET SHOPPES OF THE BLUEGRASS $7,569.16

387 100427 The Gymboree Corporation

Howroyd‐Wright

Employment Agency,Inc. dba AppleOne

Employment Services

Amendment No. 1 To Agreement or

Provision of Recruiting and Placement

Services dated 2/1/2007

$0.00

388 100426 The Gymboree Corporation

Howroyd‐WrightEmployment Agency,Inc. dba AppleOne

Employment Services

Amendment Number 3 to Agreement

for Provision of Recruiting and

Placement Services dated 10/13/2013

$0.00

389 100425 The Gymboree Corporation

Howroyd‐WrightEmployment Agency,Inc. dba AppleOne

Employment Services

Amendment Number One to

Agreement for Provision of Recruiting

dated 10/16/2009

$0.00

390 100445 The Gymboree Corporation IBM Corporation Transaction Document dated 4/1/2016 $312,718.50

391 100444 The Gymboree Corporation IBM Corporation IBM Firm Order Letter $0.00

392 100774 The Gymboree Corporation Illinois Union Insurance Company Insurance Policy re: Premises Pollution Liability $0.00

393 101386 Gymboree Retail Stores, Inc. 603 IMI COLORADO SPRINGS LLC STORE LEASE RE: STORE #0603 ‐  SHOPS AT BRIARGATE $9,253.05

Page 43 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 403 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

394 100018 The Gymboree Corporation IMKO Workforce Solutions Agreement for Provisions of Recruiting and Placement Services dated 8/5/2014 $13,920.21

395 100388 Gym‐Card, LLC InComm Letter re Increase in Fees dated 1/1/2011 $0.00

396 100251 Gym‐Card, LLC InComm Canada Prepaid, Inc. Gift Card Distribution Agreement dated 12/29/2010 $0.00

397 100295 Gymboree Retail Stores, Inc.

IneractiveCommunications

International, Inc.

Assignment and Assumption of Gift

Card Agreement dated 1/1/2009 $0.00

398 100295 Gym‐Card, LLC

IneractiveCommunicationsInternational, Inc.

Assignment and Assumption of Gift

Card Agreement dated 1/1/2009 $0.00

399 101680 Gymboree Retail Stores, Inc. 1779

INLAND WESTERN

LANSING EASTWOODLLC

STORE LEASE RE: STORE #1779 ‐ 

EASTWOOD TOWNE CENTER $7,452.77

400 100635 The Gymboree Corporation InMoment, Inc. inmoment Order Form #1 dated 4/1/2017 $18,777.00

401 100602 The Gymboree Corporation Insight Global, LLC Statement of Work (to the Services Agreement) dated 4/15/2017 $12,093.00

402 100601 The Gymboree Corporation Insight Global, LLC

Statement of Work (Exhibit Z ‐ 

Amendment 4 to the Services

Agreement) dated 4/15/2017

$0.00

Page 44 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 404 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

403 100304 Gymboree Retail Stores, Inc.

InteractiveCommunications

International, Inc.

Gift Card Distribution Agreementdated 4/26/2007 $776.56

404 100301 Gymboree Retail Stores, Inc.

InteractiveCommunicationsInternational, Inc.

Amendment to Gift Card Distribution

Agreement dated 1/17/2008 $0.00

405 100303 Gymboree Retail Stores, Inc.

InteractiveCommunicationsInternational, Inc.

First Addendum to Gift Card

Distribution Agreement dated9/19/2007

$0.00

406 100300 Gymboree Retail Stores, Inc.

InteractiveCommunicationsInternational, Inc.

Fourth Amendment to Gift Card

Distribution Agreement dated8/12/2008

$0.00

407 100299 Gymboree Retail Stores, Inc.

InteractiveCommunicationsInternational, Inc.

Letter re Assignment and Assumption

of Gift Card Agreement dated

1/1/2009

$0.00

408 100302 Gymboree Retail Stores, Inc.

InteractiveCommunicationsInternational, Inc.

Second Addendum to Gift Card

Distribution Agreement dated

4/26/2007

$0.00

409 100296 Gym‐Card, LLC

InteractiveCommunicationsInternational, Inc.

Amendment No. 6 to Gift Card

Distribution Agreement dated4/26/2013

$0.00

410 100297 Gym‐Card, LLC

InteractiveCommunicationsInternational, Inc.

Fifth Amendment to Gift Card

Distribution Agreement dated11/13/2009

$0.00

Page 45 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 405 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

411 100298 Gym‐Card, LLC

InteractiveCommunicationsInternational, Inc.

Letter re Assignment and Assumption

of Gift Card Agreement dated

1/1/2009

$0.00

412 100448 The Gymboree Corporation

Iron Mountain

InformationManagement, Inc.

Customer Agreement dated 2/1/2008 $6,974.56

413 100447 The Gymboree Corporation

Iron Mountain

InformationManagement, Inc.

Renewal Schedule B Records

Management ‐ Store Media dated

2/1/2011

$0.00

414 100446 The Gymboree Corporation

Iron Mountain

InformationManagement, Inc.

Renewal Schedule C Records

Management ‐ Corporate Media

dated 2/22/2011

$0.00

415 100451 The Gymboree Corporation

Iron Mountain

InformationManagement, LLC

Statement of Work for Shred Event

dated 3/28/2017 $0.00

416 100454 The Gymboree Corporation Jackson Vereen Studios, Inc. Amendment No. 1 to Statement of Work to Services agreement dated 10/3/2012 $0.00

417 100455 The Gymboree Corporation Jackson Vereen Studios, Inc. Photography Services Agreement dated 4/1/2010 $7,020.00

418 101655 Gymboree Retail Stores, Inc. 1759 JCC CALIFORNIA PROPERTIES, LLC STORE LEASE RE: STORE #1759 ‐  VINTAGE OAKS $5,869.75

419 100305 The Gymboree Corporation JDA Software, Inc. Customer Agreement dated 3/17/2011 $0.00

Page 46 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 406 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

420 100308 The Gymboree Corporation JDA Software, Inc.

Schedule 1‐A, Initial Software and

Maintenance Schedule dated3/17/2011

$0.00

421 100306 The Gymboree Corporation JDA Software, Inc. Services Agreement dated 1/10/2000 $0.00

422 100307 The Gymboree Corporation JDA Software, Inc. Software License Agreement dated 1/7/2000 $0.00

423 100456 The Gymboree Corporation JDA Software, Inc. Statement of Work 2015‐1008 dated 10/14/2015 $0.00

424 100720 The Gymboree Corporation Jessica Ross Indemnification Agreement dated 7/30/2015 $0.00

425 100757 The Gymboree Corporation Jessica Ross Management Severance Plan Notice of Participation dated 7/30/2015 $0.00

426 101973 Gymboree Retail Stores, Inc. 5161

JONES WALDOHOLBROOK &

MCDONOUGH

STORE LEASE RE: STORE #5161 ‐ LODI

STATION OUTLET $3,188.11

427 100701 The Gymboree Corporation 525 Market

JP MORGAN ASSET

MANAGEMENT,GLOBAL REAL ASSETS ‐ 

REAL ESTATE AMERICAS

CORPORATE LEASE RE: 525 MARKET

STREET ‐ MASTER LANDLORD (525

MARKET)

$0.00

428 101167 Gymboree Retail Stores, Inc. 379 JSH PROPERTIES INC / DRA ADVISORS STORE LEASE RE: STORE #0379 ‐  REDMOND TOWN CENTER $10,778.81

Page 47 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 407 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

429 100725 The Gymboree Corporation Julie A. Thompson Indemnification Agreement dated 12/1/2014 $0.00

430 100763 The Gymboree Corporation Julie A. Thompson Management Severance Plan Notice of Participation dated 11/20/2014 $0.00

431 100762 The Gymboree Corporation Julie A. Thompson Promotion Offer Letter dated 12/1/2014 $0.00

432 100707 The Gymboree Corporation Julie Thompson Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

433 100647 The Gymboree Corporation Kabushiki Kaisha Salesforce.com Data Processing Addendum dated 12/22/2016 $0.00

434 100937 Gymboree Retail Stores, Inc. 151 KAHALA CENTER COMPANY STORE LEASE RE: STORE #0151 ‐  KAHALA MALL $8,898.77

435 100936 Gymboree Retail Stores, Inc. 151 KAHALA CENTER COMPANY STORE LEASE RE: STORE #0151 ‐  KAHALA MALL $8,898.77

436 102664 The Gymboree Corporation Kaiser Foundation Health Plan, Inc. Renewal of Group Agreement $0.00

437 102665 The Gymboree Corporation Kaiser Foundation Health Plan, Inc. Renewal of Group Agreement $0.00

438 100460 The Gymboree Corporation Kewill

Addendum to Kewill Software License

and Support Agreement dated

10/30/2008

$0.00

Page 48 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 408 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

439 100461 The Gymboree Corporation Kewill Kewill Support and Maintenance Services Agreement dated 5/24/2005 $0.00

440 100309 The Gymboree Corporation Kewill Solutions North America, Inc. Professional Services Agreement dated 11/28/2005 $0.00

441 100310 The Gymboree Corporation Kewill Solutions North America, Inc. Scope of Work dated 11/30/2005 $0.00

442 100722 The Gymboree Corporation Kimberly C. Sentovich Indemnification Agreement dated 5/4/2015 $0.00

443 100735 The Gymboree Corporation Kimberly Holtz MacMillan Indemnification Agreement dated 10/20/2009 $0.00

444 100716 The Gymboree Corporation Kimberly Holtz MacMillan Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

445 100750 The Gymboree Corporation Kimberly MacMillan Management Severance Plan Notice of Participation dated 1/8/2013 $0.00

446 100751 The Gymboree Corporation Kimberly MacMillan Promotion Offer Letter dated 9/8/2006 $0.00

447 100737 The Gymboree Corporation Kimberly Sentovich Employment Offer Letter dated 5/25/2014 $0.00

448 102325 Gymboree Retail Stores, Inc. 6252 KIMCO STORE LEASE RE: STORE #6252 ‐  FAIRWAY MARKETPLACE $6,093.17

Page 49 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 409 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

449 101521 Gymboree Retail Stores, Inc. 938 KIRKBRIDE PROPERTIES STORE LEASE RE: STORE #0938 ‐ 1202 BURLINGAME AVENUE $8,551.24

450 101520 Gymboree Retail Stores, Inc. 938 KIRKBRIDE PROPERTIES STORE LEASE RE: STORE #0938 ‐ 1202 BURLINGAME AVENUE $8,551.24

451 100636 The Gymboree Corporation Kount Inc. Master Services Agreement dated 2/7/2017 $21,875.00

452 100311 The Gymboree Corporation Kovarus, Inc. Customer Master Services Agreement dated 3/31/2014 $65,782.89

453 100558 The Gymboree Corporation Kovarus, Inc. Statement of Work dated 12/16/2016 $0.00

454 100559 The Gymboree Corporation Kovarus, Inc. Statement of Work dated 5/20/2016 $0.00

455 100421 The Gymboree Corporation KPMG LLP

Engagement Letter for Internal Audit

Co‐Source Sarbanes‐Oxley Assistance

Services dated 12/20/2016

$22,718.00

456 100420 The Gymboree Corporation KPMG LLP Tax Restructuring Consulting Engagement Letter dated 3/20/2017 $22,718.00

457 102068 Gymboree Retail Stores, Inc. 6050 KRE COLONIE OWNER LLC STORE LEASE RE: STORE #6050 ‐  COLONIE CENTER MALL $6,714.57

Page 50 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 410 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

458 100469 The Gymboree Corporation Kronos Incorporated

Amendment 1 to the Workforce

Central‐Software as a Service Terms

and Conditions dated 6/1/2016

$0.00

459 100468 The Gymboree Corporation Kronos Incorporated Statement of Work for Kronos Cloud Services dated 5/1/2016 $0.00

460 101379 Gymboree Retail Stores, Inc. 593 LA CANADA INVESTMENTS, LLC STORE LEASE RE: STORE #0593 ‐ LOS GATOS $9,594.88

461 102152 Gymboree Retail Stores, Inc. 6108 LACENTERRA AT CINCO RANCH, L.P. STORE LEASE RE: STORE #6108 ‐  LACENTERRA @ CINCO RANCH $8,378.62

462 101992 Gymboree Retail Stores, Inc. 5180 LAUGHLIN, PETERSON & LANG STORE LEASE RE: STORE #5180 ‐  NEBRASKA CROSSING OUTLETS $7,289.34

463 101478 Gymboree Retail Stores, Inc. 691 LAW OFFICES OF DAVID SKRILOW STORE LEASE RE: STORE #0691 ‐  SOUTHLANDS TOWN CENTER $7,291.67

464 100059 The Gymboree Corporation LearnIT! Training Partnership Package Master Agreement dated 2/22/2013 $3,405.00

465 101614 Gymboree Retail Stores, Inc. 1720 LEGACY ASSET MGMT, LLC STORE LEASE RE: STORE #1720 ‐  STREETS OF BRENTWOOD $8,003.87

466 101319 Gymboree Retail Stores, Inc. 542 LENNAR COMMERCIAL SERVICES, LLC STORE LEASE RE: STORE #0542 ‐  AVENUE EAST COBB $6,992.06

Page 51 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 411 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

467 102615 Gymboree Manufacturing,

Inc.

LF Centennial Pte Ltd Amendment #3 to Buying Agent

Agreement $106,963.19

468 102616 The Gymboree Corporation LF Centennial Pte Ltd Letter Agreement $0.00

469 102612 Giraffe Intermediate B, Inc. LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

470 102613 Gymboree Manufacturing,

Inc.

LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

471 102609 Gymboree Operations, Inc. LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

472 102607 Gymboree Retail Stores, Inc. LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

473 102610 Gym‐Card, LLC LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

474 102614 Gym‐Mark, Inc. LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

Page 52 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 412 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

475 102608 S.C.C. Wholesale, Inc. LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

476 102617 The Gymboree Corporation LF Credit Pte Ltd. Letter Agreement $0.00

477 102611 The Gymboree Corporation LF Credit Pte Ltd.

Waiver and Amendment No. 2 to

Amended and Restated Credit

Agreement

$0.00

478 101633 Gymboree Retail Stores, Inc. 1738 LINCOLN PROPERTY COMPANY STORE LEASE RE: STORE #1738 ‐  SHOPPES AT WYOMISSING $5,583.63

479 100782 The Gymboree Corporation

Lloyd’s Underwriter

Syndicate 1919 CVS and

Liberty SpecialtyMarkets

Insurance Policy re: Primary Side A DIC

Directors $0.00

480 100768 The Gymboree Corporation Lloyd's of London ‐  Various Syndicates Insurance Policy re: Cargo Stock Throught 1st Excess $0.00

481 100769 The Gymboree Corporation Lloyd's of London ‐  Various Syndicates Insurance Policy re: Cargo Stock Throught 2nd Excess $0.00

482 100770 The Gymboree Corporation Lloyd's of London ‐  Various Syndicates Insurance Policy re: Cargo Stock Throught 3rd Excess $0.00

483 100779 The Gymboree Corporation

Lloyds of London

(syndicate #2623)through Beazley

Insurance Policy re: Cyber Excess $0.00

484 100536 The Gymboree Corporation LogicSource, Inc. Amended and Restated Master Agreement dated 5/1/2016 $33,611.23

Page 53 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 413 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

485 100537 The Gymboree Corporation LogicSource, Inc.

Amended and Restated Statement of

Work 1: Sourcing and Procurement

Services dated 5/1/2016

$0.00

486 100620 The Gymboree Corporation Lyons Consulting Group, LLC Professional Services Statement of Work dated 12/5/2016 $0.00

487 101697 Gymboree Retail Stores, Inc. 2108 MADISON MARQUETTE RETAIL SERVICES, LLC STORE LEASE RE: STORE #2108 ‐  MARLTON SQUARE $6,615.00

488 100824 Gymboree Retail Stores, Inc. 39 MALL MANAGEMENT OFFICE STORE LEASE RE: STORE #0039 ‐  MONTCLAIR PLACE $6,000.00

489 100702 The Gymboree Corporation 71 Stevenson MANATT, PHELPS & PHILLIPS, LLP CORPORATE LEASE RE: 71 STEVENSON ‐ SUBLANDLORD (71 STEVENSON) $0.00

490 102605 The Gymboree Corporation MarkMonitor, Inc. Domain Solution Center Services Agreement and Order Form $690.00

491 102606 The Gymboree Corporation MarkMonitor, Inc. Estimate dated 1/6/2004 $0.00

492 101667 Gymboree Retail Stores, Inc. 1768 MCA PROMENADE OWNER, LLC STORE LEASE RE: STORE #1768 ‐  PROMENADE AT COCONUT CREEK $5,938.13

493 100666 The Gymboree Corporation 525 Market MEDIVATION, INC., C/O PFIZER AMENDED AND RESTATED SUBLEASE AGREEMENT RE: 525 MARKET DATED 5/10/2017 (525 MARKET) $0.00

Page 54 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 414 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

494 100748 The Gymboree Corporation Mera Chung Amended Employment Offer Letter dated 4/3/2013 $0.00

495 100718 The Gymboree Corporation Mera Chung Indemnification Agreement dated 5/1/2014 $0.00

496 100649 The Gymboree Corporation Meredith Consulting, LLC Independent Contractor Services Agreement and related Statement of Work dated 4/24/2017 $0.00

497 101686 Gymboree Retail Stores, Inc. 1782 MERIDIAN CENTERCAL, LLC STORE LEASE RE: STORE #1782 ‐  VILLAGE AT MERIDIAN $4,232.17

498 101685 Gymboree Retail Stores, Inc. 1782 MERIDIAN CENTERCAL, LLC STORE LEASE RE: STORE #1782 ‐  VILLAGE AT MERIDIAN $4,232.17

499 100585 The Gymboree Corporation Merkle Inc.

Statement of Work: Comparison

Shopping Engine Services dated

3/6/2017

$12,805.00

500 101710 Gymboree Retail Stores, Inc. 2122 METROVATION STORE LEASE RE: STORE #2122 ‐ THE GROVE AT SHREWSBURY $7,151.67

501 100764 The Gymboree Corporation Michelle Walsh Employment Offer Letter dated 7/31/2013 $0.00

502 100727 The Gymboree Corporation Michelle Walsh Indemnification Agreement dated 9/23/2013 $0.00

Page 55 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 415 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

503 100709 The Gymboree Corporation Michelle Walsh Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

504 100765 The Gymboree Corporation Michelle Walsh Management Severance Plan Notice of Participation dated 7/31/2013 $0.00

505 100341 The Gymboree Corporation Microsoft Corporation Microsoft Products and Services Agreement dated 8/26/2015 $20,509.89

506 100472 The Gymboree Corporation MicroStrategy Master Service License Agreement dated 10/6/2014 $0.00

507 100665 The Gymboree Corporation Monster Worldwide, Inc. Master Services Agreement No. 8945843 dated 5/30/2017 $18,834.25

508 100664 The Gymboree Corporation Monster Worldwide, Inc. Monster Talent Management System Proposal dated 5/30/2017 $0.00

509 100671 The Gymboree Corporation Monster Worldwide, Inc. Sales Order Form dated 5/30/2017 $0.00

510 100663 The Gymboree Corporation Monster Worldwide, Inc. Statement of Work, Talent Gateway ‐  Enterprise Edition dated 2/24/2017 $0.00

511 100457 The Gymboree Corporation Monster Worldwide, Inc. fka Monster, Inc. Amendment to the Services Agreement dated 3/11/2010 $0.00

Page 56 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 416 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

512 100320 The Gymboree Corporation Monster, Inc.

Services Agreement for Job Postings,

Resume Database Licenses, CareerSite Hostings and Talent Management

Suite Products dated 2/28/2008

$18,834.25

513 100458 The Gymboree Corporation Monster, Inc. Amendment to the Services Agreement dated 2/27/2009 $0.00

514 100392 The Gymboree Corporation Montreal Fashion Group, S.A. Amendment No. 1 to International Retail Store Franchise Agreement dated 3/21/2014 $0.00

515 100390 The Gymboree Corporation Montreal Fashion Group, S.A. Amendment No. 1 to the International Retail Store Franchise Agreement dated 3/31/2014 $0.00

516 100395 The Gymboree Corporation Montreal Fashion Group, S.A. Assignment and Assumption of Agreement dated 5/1/2015 $0.00

517 100389 The Gymboree Corporation Montreal Fashion Group, S.A. International Retail Store Franchise Agreement dated 3/21/2013 $0.00

518 100394 The Gymboree Corporation Montreal Fashion Group, S.A. Terms and Conditions of Sale $0.00

519 100590 The Gymboree Corporation Moov Corporation Platform Subscription Agreement dated 9/19/2014 $9,000.00

520 100592 The Gymboree Corporation Moov Corporation Order Form ‐ Platform as a Service dated 9/25/2014 $0.00

Page 57 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 417 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

521 100591 The Gymboree Corporation Moov Corporation Renewal Order Form ‐ Platform as a Service dated 9/20/2016 $0.00

522 101701 Gymboree Retail Stores, Inc. 2109 MP SHOPS AT HIGHLAND VILLAGE, LLC STORE LEASE RE: STORE #2109 ‐  HIGHLAND VILLAGE $10,627.31

523 100396 The Gymboree Corporation Mr. Lewis Klessel Engagement Letter for Audit of Financial Statements dated 1/24/2017 $0.00

524 100417 The Gymboree Corporation National Processing Company Merchant Agreement dated 10/4/1999 $0.00

525 100767 The Gymboree Corporation

National Union FireInsurance Company of

Pittsburgh, Pa.

Insurance Policy re: Cargo Stock

Throught Primary $0.00

526 100776 The Gymboree Corporation

National Union FireInsurance Company of

Pittsburgh, Pa.

Insurance Policy re: Commercial Crime $0.00

527 101986 Gymboree Retail Stores, Inc. 5171 NED MANAGEMENT LIMITED PARTNETSHIP STORE LEASE RE: STORE #5171 ‐ PALM BEACH FASHION OUTLETS $11,348.07

528 101769 Gymboree Retail Stores, Inc. 2822 NED MANAGEMENT LIMITED PARTNETSHIP STORE LEASE RE: STORE #2822 ‐ PALM BEACH FASHION OUTLETS $6,667.79

529 100612 The Gymboree Corporation Nextvisiton dba Cloudanalytics (US) Order Form #4 ‐ Attachment to Master Subscription IX Cloud SaaS Agreement dated 11/1/2016 $0.00

Page 58 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 418 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

530 100322 Gymboree Manufacturing,

Inc.

North Bay Distribution,

Inc.

Logistics Service Agreement dated

4/13/2016 $75,813.61

531 101479 Gymboree Retail Stores, Inc. 691 NORTHWOOD RETAIL LLC STORE LEASE RE: STORE #0691 ‐  SOUTHLANDS TOWN CENTER $7,291.67

532 101480 Gymboree Retail Stores, Inc. 691 NWSL TOWN CENTER, LLC STORE LEASE RE: STORE #0691 ‐  SOUTHLANDS TOWN CENTER $7,291.67

533 100336 The Gymboree Corporation OnCard Marketing, Inc. dba RevTrax Technology Platform & Services Agreement dated 8/24/2010 $4,030.29

534 100530 The Gymboree Corporation OnCard Marketing, Inc. dba RevTrax Attachment 3 ‐ Spring Campaign Fees dated 3/7/2011 $0.00

535 100650 The Gymboree Corporation One Workplace Letter Agreement re One Workplace Office Project dated 4/19/2017 $0.00

536 100323 The Gymboree Corporation One Workplace Progress Payment Invoice and Quotation 512382 dated 4/11/2017 $0.00

537 100651 The Gymboree Corporation One Workplace Terms and Conditions of Sales Agreement dated 4/25/2017 $0.00

538 100580 The Gymboree Corporation Optimizely, Inc. Master Subscription Agreement dated 8/1/2014 $5,150.00

539 100579 The Gymboree Corporation Optimizely, Inc. Optimizely Order Form dated 8/1/2014 $0.00

Page 59 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 419 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

540 100524 The Gymboree Corporation Oracle America, Inc. Oracle License and Services Agreement dated 12/19/2012 $442,176.22

541 100526 The Gymboree Corporation Oracle America, Inc. Amendment One dated 12/19/2012 $0.00

542 100525 The Gymboree Corporation Oracle America, Inc. Ordering Document dated 11/29/2013 $0.00

543 100527 The Gymboree Corporation Oracle America, Inc. Ordering Document dated 12/19/2012 $0.00

544 101993 Gymboree Retail Stores, Inc. 5180 OTB DESTINATION STORE LEASE RE: STORE #5180 ‐  NEBRASKA CROSSING OUTLETS $7,289.34

545 100327 The Gymboree Corporation OwnerIQ, Inc. Blended Pool Service Addendum dated 4/13/2015 $0.00

546 100328 The Gymboree Corporation OwnerIQ, Inc. Branded Audience Addendum dated 4/13/2015 $0.00

547 100329 The Gymboree Corporation OwnerIQ, Inc. Cooperative Advertising Addendum dated 4/13/2015 $0.00

548 100326 The Gymboree Corporation OwnerIQ, Inc. Master Services Agreement dated 4/13/2015 $0.00

549 101867 Gymboree Retail Stores, Inc. 5064 PA OUTLET MANAGEMENT STORE LEASE RE: STORE #5064 ‐  ROCKVALE OUTLETS $6,343.76

Page 60 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 420 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

550 102016 Gymboree Retail Stores, Inc. 5613 PA OUTLET MANAGEMENT STORE LEASE RE: STORE #5613 ‐  ROCKVALE OUTLETS $4,637.33

551 101756 Gymboree Retail Stores, Inc. 2811 PA OUTLET MANAGEMENT STORE LEASE RE: STORE #2811 ‐  ROCKVALE OUTLETS $3,866.73

552 102069 Gymboree Retail Stores, Inc. 6050 PACIFIC RETAIL CAPITAL PARTNERS STORE LEASE RE: STORE #6050 ‐  COLONIE CENTER MALL $6,714.57

553 100609 The Gymboree Corporation PARC Consulting, LLC Master Service Agreement dated 9/8/2015 $0.00

554 100730 The Gymboree Corporation Parnell Eagle Indemnification Agreement dated 12/2/2013 $0.00

555 100711 The Gymboree Corporation Parnell Eagle Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

556 100741 The Gymboree Corporation Parnell Elaine Eagle Employment Offer Letter dated 12/2/2013 $0.00

557 100733 The Gymboree Corporation Patricia Lesser Indemnification Agreement dated 2/15/2010 $0.00

558 100744 The Gymboree Corporation Patricia Lesser

Management Change of Control Plan

Notice of Participation dated

12/1/2016

$0.00

Page 61 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 421 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

559 100714 The Gymboree Corporation Patricia Lesser Management Severance Plan Notice of Participation dated 4/1/2015 $0.00

560 100745 The Gymboree Corporation Patricia Lesser Promotion Offer Letter dated 1/29/2016 $0.00

561 100489 The Gymboree Corporation Payment Software Company, Inc. Business Assessment Agreement Appendix A‐ Addendum 10 dated 3/29/2012 $0.00

562 100490 The Gymboree Corporation Payment Software Company, LLC Business Assessment Agreement dated 10/4/2006 $0.00

563 100491 The Gymboree Corporation Payment Software Company, LLC Statement of Work dated 11/3/2006 $0.00

564 100338 The Gymboree Corporation 525 Market PFIZER, INC. REDLINE RESPONSE RE SUBLEASE DATED 7/1/2017 (525 MARKET) $0.00

565 100631 The Gymboree Corporation Pierry, Inc. Master Services Agreement dated 12/30/2016 $0.00

566 100459 The Gymboree Corporation Pitney Bowes Inc. On Call Equipment Maintenance Agreement Renewal dated 6/1/2012 $390.27

567 102626 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 6 to Video Service Agreement dated 7/11/2016 $87,833.75

568 100520 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 1 to Video Service Agreement dated 10/19/2010 $0.00

Page 62 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 422 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

569 100521 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 2 to Video Service Agreement dated 5/31/2011 $0.00

570 100522 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 3 to Video Service Agreement dated 5/23/2013 $0.00

571 100523 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 4 to Video Service Agreement dated 5/5/2014 $0.00

572 102625 The Gymboree Corporation PlayNetwork, Inc. Amendment No. 5 to Video Service Agreement dated 5/1/2015 $0.00

573 101387 Gymboree Retail Stores, Inc. 603 POAG LIFESTYLE CENTERS, LLC STORE LEASE RE: STORE #0603 ‐  SHOPS AT BRIARGATE $9,253.05

574 102636 The Gymboree Corporation Practising Law Institute ("PLI") Agreement re Privileged Membership Program dated 4/13/2017 $9,400.00

575 102666 The Gymboree Corporation Pre‐Paid Legal Services, Inc. Fringe Benefit & Payroll Deduction Authorization $2,133.80

576 100397 The Gymboree Corporation Proof HQ ProofHQ Order Form dated 11/6/2015 $0.00 

577 100398 The Gymboree Corporation Proof HQ Terms of Service dated 5/1/2015 $0.00 

Page 63 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 423 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

578 101321 Gymboree Retail Stores, Inc. 542

PRUDENTIAL

INSURANCE COMPANY

OFAMERICA/PRUDENTIALREAL ESTATE

INVESTORS

STORE LEASE RE: STORE #0542 ‐ 

AVENUE EAST COBB $6,992.06

579 101320 Gymboree Retail Stores, Inc. 542

PRUDENTIAL

INSURANCE COMPANY

OFAMERICA/PRUDENTIAL

REAL ESTATE

INVESTORS

STORE LEASE RE: STORE #0542 ‐ 

AVENUE EAST COBB $6,992.06

580 100652 Gymboree Retail Stores, Inc. Purolator, Inc.

Amendment #1 to Purolator Discount

Program Agreement dated

11/10/2016

$0.00

581 100330 Gymboree Retail Stores, Inc. Purolator, Inc. Purolator Volume Discount Program dated 9/1/2016 $0.00

582 100781 The Gymboree Corporation

QBE Syndicate1886/Liberty SpecialtyMarkets/XL InsuranceCompany SE

Insurance Policy re: Excess Directors

and Officers Liability and Corporate

Reimbursement Insurance,

Organizational Liability, Derivative

Demands

$0.00

583 102667 The Gymboree Corporation Quantum Health Services Coordinated Care Programs, LLC Fee Proposal $0.00

584 101439 Gymboree Retail Stores, Inc. 642 RAMCO‐GERSHENSON PROPERTIES INC STORE LEASE RE: STORE #0642 ‐  DEERFIELD TOWNE CENTER $8,371.80

585 100334 The Gymboree Corporation Rapt Studio General Conditions for the Contract for Construction dated 3/23/2017 $72,660.50

Page 64 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 424 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

586 100333 The Gymboree Corporation Rapt Studio Authorization for Services Number 1 dated 3/7/2017 $0.00

587 100332 The Gymboree Corporation Rapt Studio Authorization for Services Number 2 dated 3/7/2017 $0.00

588 100331 The Gymboree Corporation Rapt Studio Authorization for Test Fit Services dated 3/22/2017 $0.00

589 100589 The Gymboree Corporation Rapt Studio Exhibit B to the Services Agreement, Statement of Work dated 10/16/2014 $0.00

590 101615 Gymboree Retail Stores, Inc. 1720 RED LEGACY, LLC STORE LEASE RE: STORE #1720 ‐  STREETS OF BRENTWOOD $8,003.87

591 101168 Gymboree Retail Stores, Inc. 379 REDMOND TOWN CENTER STORE LEASE RE: STORE #0379 ‐  REDMOND TOWN CENTER $10,778.81

592 100399 The Gymboree Corporation Retail Security Services, Inc. Gymboree Store Maintenance Master Services Agreement dated 4/14/2017 $24,659.42

593 100400 The Gymboree Corporation Retail Security Services, Inc. Work Authorization dated 4/14/2017 $0.00

594 100413 The Gymboree Corporation RingCentral, Inc. Professional Services Agreement dated 4/24/2017 $68,585.01

Page 65 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 425 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

595 100412 The Gymboree Corporation RingCentral, Inc. Office Plan Purchase Agreement dated 4/24/2017 $0.00

596 100415 The Gymboree Corporation RingCentral, Inc. Plan Purchase Order Form dated 4/24/2017 $0.00

597 100414 The Gymboree Corporation RingCentral, Inc.

Statement of Work for

Implementation Services dated

4/24/2017

$0.00

598 101670 Gymboree Retail Stores, Inc. 1771 RIVER SHOPS LLC STORE LEASE RE: STORE #1771 ‐ OLD MILL DISTRICT $5,585.83

599 100634 The Gymboree Corporation Rocketrip Order Form dated 12/7/2016 $0.00

600 101681 Gymboree Retail Stores, Inc. 1779 RPAI SOUTHWEST MGMT LLC STORE LEASE RE: STORE #1779 ‐  EASTWOOD TOWNE CENTER $7,452.77

601 101975 Gymboree Retail Stores, Inc. 5162 RREEF FUNDS STORE LEASE RE: STORE #5162 ‐  MARINA SQUARE OUTLET $11,316.00

602 100616 The Gymboree Corporation Runzheimer International Ltd. Master Service Agreement dated 3/11/2016 $12,306.25

603 100617 The Gymboree Corporation Runzheimer International Ltd. Amendment #1 to Statement of Work dated 3/11/2016 $0.00

604 100615 The Gymboree Corporation Runzheimer International Ltd. Exhibit A Statement of Work dated 3/11/2016 $0.00

Page 66 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 426 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

605 100402 The Gymboree Corporation SADA Systems, Inc. Google Maps API Order Form dated 3/10/2017 $0.00

606 100401 The Gymboree Corporation SADA Systems, Inc. Work Customer Agreement $0.00

607 100565 The Gymboree Corporation Salesforce.com EMEA Limited Data Processing Addendum dated 12/22/2016 $0.00

608 100566 The Gymboree Corporation Salesforce.com Singarpore Pte Ltd Data Processing Addendum dated 12/22/2016 $0.00

609 100571 The Gymboree Corporation Salesforce.com, inc. Amendment 1 to Master Subscription Agreement dated 12/22/2016 $0.00

610 100573 The Gymboree Corporation Salesforce.com, inc. Data Processing Addendum dated 12/22/2016 $0.00

611 100569 The Gymboree Corporation Salesforce.com, inc. Master Subscription agreement dated 1/31/2014 $0.00

612 100570 The Gymboree Corporation Salesforce.com, inc. Order Form and Service Terms and Conditions dated 1/1/2017 $0.00

613 100567 The Gymboree Corporation Salesforce.com, inc. Order Form dated 1/1/2017 $0.00

614 100574 The Gymboree Corporation Salesforce.com, inc. Canada Corporation Data Processing Addendum dated 12/22/2016 $0.00

Page 67 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 427 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

615 100662 The Gymboree Corporation Sandler, Travis & Rosenberg, P.A. First Sale Proposal dated 10/17/2016 $3,500.00

616 100611 The Gymboree Corporation Savills Studley Project Advisory Services Agreement dated 12/1/2016 $0.00

617 100424 The Gymboree Corporation SDI Group USA Maintenance Agreement Renewal dated 8/11/2012 $0.00

618 100423 The Gymboree Corporation SDI Group USA

Renewal of Equipment and Software

Maintenance Agreement dated7/14/2012

$0.00

619 100473 The Gymboree Corporation Service Channel Master Services Agreement Product Order Form dated 2/1/2017 $0.00

620 100535 The Gymboree Corporation ServiceNow

Master License and Professional

Services Agreement dated

12/19/2011

$0.00

621 101831 Gymboree Retail Stores, Inc. 5031 SETTLERS' R2, INC. STORE LEASE RE: STORE #5031 ‐  SETTLERS GREEN OUTLET VILLAGE $7,035.76

622 100581 The Gymboree Corporation Shadow PR

Public Relations Agreement for the

Gymboree Corporation dated

8/1/2014

$18,843.53

623 100583 The Gymboree Corporation Shadow PR Amendment #4 to the Public Relations Agreement dated 3/1/2017 $0.00

Page 68 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 428 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

624 100582 The Gymboree Corporation Shadow PR Amendment #5 to the Public Relations Agreement dated 3/28/2017 $0.00

625 102587 The Gymboree Corporation Shred Works, Inc. Services Agreement $2,280.00

626 102586 The Gymboree Corporation Shred Works, Inc. Amendment No. 1 to Services Agreement $0.00

627 100403 The Gymboree Corporation Shutterfly, Inc. Promotion Agreement dated 3/15/2017 $0.00

628 100477 The Gymboree Corporation Silverpop Systems Inc. License and Distribution Agreement dated 3/31/2006 $0.00

629 100478 The Gymboree Corporation Silverpop Systems Inc.

Second Amendment to License and

Distribution Agreement dated6/22/2009

$0.00

630 100479 The Gymboree Corporation Silverpop Systems Inc.

Third Amendment to License and

Distribution Agreement dated6/1/2010

$0.00

631 100553 The Gymboree Corporation Slalom, LLC Master Services Agreement $319,042.12

632 100554 The Gymboree Corporation Slalom, LLC

Statement of Work 0002,

Omnichannel Program Leadershipdated 12/27/2016

$0.00

Page 69 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 429 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

633 101325 Gymboree Retail Stores, Inc. 544 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #0544 ‐  SOUTHLAKE TOWN SQUARE $9,748.28

634 101324 Gymboree Retail Stores, Inc. 544 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #0544 ‐  SOUTHLAKE TOWN SQUARE $9,748.28

635 101552 Gymboree Retail Stores, Inc. 972 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #0972 ‐  SOUTHLAKE TOWN SQUARE $6,678.78

636 101551 Gymboree Retail Stores, Inc. 972 SLTS GRAND AVENUE II, LP STORE LEASE RE: STORE #0972 ‐  SOUTHLAKE TOWN SQUARE $6,678.78

637 101518 Gymboree Retail Stores, Inc. 935 SOMERSET COLLECTION LP STORE LEASE RE: STORE #0935 ‐  SOMERSET NORTH $16,092.50

638 100335 The Gymboree Corporation Source Planning & Construction, Inc. Standard Form Agreement between Owner and Contractor dated 3/21/2017 $305,570.60

639 100640 The Gymboree Corporation Source Planning & Construction, Inc. Amendment No. 1 to March 23, 2017 Agreement dated 4/20/2017 $0.00

640 100639 The Gymboree Corporation Source Planning & Construction, Inc. Confidential Information Agreement dated 3/23/2017 $0.00

641 100825 Gymboree Retail Stores, Inc. 39 SPINOSO REAL ESTATE GROUP STORE LEASE RE: STORE #0039 ‐  MONTCLAIR PLACE $6,000.00

642 100223 The Gymboree Corporation Standard Tel Networks, LLC Invoice dated 11/11/2008 $0.00

Page 70 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 430 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

643 100221 The Gymboree Corporation Standard Tel Networks, LLC Master Service & Support Agreement dated 11/11/2008 $0.00

644 100224 The Gymboree Corporation Standard Tel Networks, LLC Site‐Specific Schedule A ‐ Gold Plus Service Support dated 11/11/2008 $0.00

645 100342 The Gymboree Corporation Star Staffing

Agreement for Provision of Recruiting

and Placement Services dated

2/14/2014

$17,947.38

646 100060 The Gymboree Corporation Sterling Testing Systems Inc. Service Agreement dated 10/1/2007 $6,621.63

647 102333 Gymboree Retail Stores, Inc. 6258 STONE BROTHERS & ASSOCIATES STORE LEASE RE: STORE #6258 ‐  STONECREEK VILLAGE $5,263.69

648 102332 Gymboree Retail Stores, Inc. 6258 STONE BROTHERS & ASSOCIATES STORE LEASE RE: STORE #6258 ‐  STONECREEK VILLAGE $5,263.69

649 100493 The Gymboree Corporation Stored Value Systems, Inc. Services Agreement for Gymbucks Coupons dated 5/16/2005 $71,915.96

650 100492 Gym‐Card, LLC Stored Value Systems, Inc. First Amendment to Services Agreement dated 1/15/2010 $0.00

651 100494 Gym‐Card, LLC Stored Value Systems, Inc. Third Party Card Personalization Services Schedule dated 2/16/2010 $0.00

652 100416 The Gymboree Corporation STS Systems, Ltd. Flexsafe Escrow Agreement dated 5/20/1998 $0.00

Page 71 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 431 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

653 100533 The Gymboree Corporation Symantec Corporation

Amendment to the Managed Security

Services Certificate Terms dated

1/30/2017

$0.00

654 102631 The Gymboree Corporation Symetra Life Insurance Company Group Life Insurance $0.00

655 102629 The Gymboree Corporation Symetra Life Insurance Company LTD Policy Description $0.00

656 102628 The Gymboree Corporation Symetra Life Insurance Company STD and LTD Policy $0.00

657 102630 The Gymboree Corporation Symetra Life Insurance Company STD Policy Description $0.00

658 100552 The Gymboree Corporation Taxware International, Inc. Internet License Agreement dated 10/1/1999 $0.00

659 101987 Gymboree Retail Stores, Inc. 5172 TERRA BROKERAGE STORE LEASE RE: STORE #5172 ‐ GRAN PLAZA OUTLETS $7,189.08

660 101698 Gymboree Retail Stores, Inc. 2108 TH REAL ESTATE AMERICAS STORE LEASE RE: STORE #2108 ‐  MARLTON SQUARE $6,615.00

661 101742 Gymboree Retail Stores, Inc. 2147 THE FEIL ORGANIZATION STORE LEASE RE: STORE #2147 ‐  LAKESIDE MALL (LA) $8,718.10

662 100529 The Gymboree Corporation The Retail Equation, Inc. Services and License Agreement dated 8/26/2010 $5,034.71

Page 72 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 432 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

663 100528 The Gymboree Corporation The Retail Equation, Inc.

Amendment Number Five to Return

Authorization Services Order Form

dated 4/4/2017

$0.00

664 100674 The Gymboree Corporation The Siegfried Group, LLP Master Services Agreement dated 5/17/2017 $0.00

665 100673 The Gymboree Corporation The Siegfried Group, LLP Project Order Number 1 dated 6/7/2017 $0.00

666 100672 The Gymboree Corporation The Siegfried Group, LLP Project Order Number 2 dated 6/12/2017 $0.00

667 100404 The Gymboree Corporation The Toronto‐Dominion Bank Corporate Merchant Services Agreement dated 4/1/2016 $0.00

668 101910 Gymboree Retail Stores, Inc. 5102 THE WOODMONT CO. STORE LEASE RE: STORE #5102 ‐  OUTLETS AT TULARE $7,306.02

669 100020 The Gymboree Corporation ThinkSmart Data Services, LLC Services Agreement dated 12/1/2014 $0.00

670 102598 The Gymboree Corporation Thomson Reuters (Markets) LLC Appendix A to Service Order ‐  Thomson Reuters Vendor of Record Terms and Conditions $0.00

671 102637 The Gymboree Corporation Tiger Capital Group, LLC Consulting Agreement $0.00

672 100471 The Gymboree Corporation TranSource Proposal dated 7/1/2014 $17,557.73

Page 73 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 433 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

673 100470 The Gymboree Corporation TranSource Proposal dated 7/8/2014 $0.00

674 100773 The Gymboree Corporation

TRAVELERS PROPERTYCASUALTY COMPANYOF AMERICA

Insurance Policy re: Excess Liability $0.00

675 100766 The Gymboree Corporation

Travelers PropertyCasualty Company of

America (a Stock

Company)

Insurance Policy re: Property ‐ U.S.

including Global DIC $0.00

676 100226 The Gymboree Corporation Trintech, Inc.

Exhibit A‐1 to Subscription Services

Agreement‐ Test Instance dated

4/13/2017

$0.00

677 100227 The Gymboree Corporation Tripwire, Inc. Enterprise License Agreement dated 6/13/2007 $0.00

678 101948 Gymboree Retail Stores, Inc. 5142 TSO VERO BEACH, LP STORE LEASE RE: STORE #5142 ‐ VERO BEACH OUTLETS $2,571.03

679 100265 The Gymboree Corporation U.S Bank National Bank Association Co‐Branded Credit Card Agreement dated 5/1/2014 $0.00

680 100676 The Gymboree Corporation U.S. Bank National Association 2014 Co‐Branded Credit Card Agreement dated 5/1/2014 $0.00

681 100405 The Gymboree Corporation UltraSports International S.A. Assignment and Assumption of Agreement dated 5/1/2015 $0.00

682 100255 The Gymboree Corporation Unisource Worldwide, Inc. Addendum #1 to Customer Dedicated Stock Agreement dated 8/21/2013 $0.00

Page 74 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 434 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

683 100254 The Gymboree Corporation Unisource Worldwide, Inc. Customer Dedicated Stock Agreement dated 7/22/2013 $0.00

684 100273 Gymboree Retail Stores, Inc. United Parcel Service, Inc. Amendment No. 1 to UPS Incentive Program Agreement dated 1/3/2015 $0.00

685 100274 Gymboree Retail Stores, Inc. United Parcel Service, Inc. Amendment No. 2 to UPS Incentive Program Agreement dated 1/3/2015 $0.00

686 100272 Gymboree Retail Stores, Inc. United Parcel Service, Inc. UPS Incentive Program Agreement dated 4/7/2014 $0.00

687 100276 Gymboree Retail Stores, Inc. UPS Expedited Mail Services, Inc. UPS Mail Innovations Services Agreement dated 4/7/2014 $0.00

688 100474 Gymboree Manufacturing,

Inc.

UPS Supply Chain

Solutions, Inc.

Collateral Agreement dated

12/1/2011 $0.00

689 100474 The Gymboree Corporation UPS Supply Chain Solutions, Inc. Collateral Agreement dated 12/1/2011 $0.00

690 100230 The Gymboree Corporation USI Insurance Services of Northern California Brokerage/Consulting Services Letter Agreement dated 1/1/2008 $14,385.24

691 102668 The Gymboree Corporation USI Insurance Services of Northern California Brokerage/Consulting Letter Agreement $0.00

692 100619 The Gymboree Corporation Viawest, Inc. Master Service Agreement dated 2/24/2016 $41,282.22

Page 75 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 435 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

693 100618 The Gymboree Corporation Viawest, Inc. Viawest Order Form dated 5/1/2016 $0.00

694 100599 The Gymboree Corporation Vibes Media, LLC Vibes Catapult Agreement dated 9/5/2014 $1,364.00

695 100600 The Gymboree Corporation Vibes Media, LLC Amendment Two to the Vibes Catapult Agreement dated 8/22/2016 $0.00

696 100407 The Gymboree Corporation Visa U.S.A. Inc.

Amendment #1 to Promotional Co‐

Branded Card Agreement dated6/1/2014

$0.00

697 100258 The Gymboree Corporation Visa U.S.A. Inc. First Amendment to Merchant Services Agreement $0.00

698 100256 The Gymboree Corporation Visa U.S.A. Inc.

Marketing Data Sheet Incorporatedinto the Visa Checkout Merchant

Services Agreement dated

12/12/2014

$0.00

699 100257 The Gymboree Corporation Visa U.S.A. Inc.

Second Amendment to Merchant

Services Agreement dated

10/27/2016

$0.00

700 100259 The Gymboree Corporation Visa U.S.A. Inc. Visa Checkout Merchant Services Agreement dated 9/26/2014 $0.00

701 100260 The Gymboree Corporation Visa U.S.A. Inc. Visa Co‐Brand Merchant Incentive Agreement dated 6/1/2014 $0.00

Page 76 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 436 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

702 102669 The Gymboree Corporation Vision Service Plan Group Vision Service Plan $0.00

703 100409 The Gymboree Corporation Vitara LLC Services Agreement dated 4/27/2017 $0.00

704 100408 The Gymboree Corporation Vitara LLC

Statement of Work under Agreement

to Perform Consulting Services dated

5/1/2017

$0.00

705 101953 Gymboree Retail Stores, Inc. 5146 VORNADO BERGEN MALL LLC STORE LEASE RE: STORE #5146 ‐  BERGEN TOWN CENTER $13,439.49

706 101954 Gymboree Retail Stores, Inc. 5146 VORNADO REALTY TRUST STORE LEASE RE: STORE #5146 ‐  BERGEN TOWN CENTER $13,439.49

707 102670 The Gymboree Corporation Wellness Corporate Solutions, LLC Services Agreement $0.00

708 100511 The Gymboree Corporation WG Security Products, Inc. Services and Purchase Agreement dated 10/9/2009 $7,976.98

709 100512 The Gymboree Corporation WG Security Products, Inc.

Exhibit B to the Services and Purchase

Agreement by and Between WG

Security Products, Inc. and The

Gymboree Corporation dated

10/9/2009

$0.00

710 100513 The Gymboree Corporation WG Security Products, Inc. Sales Agreement dated 11/9/2009 $0.00

Page 77 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 437 of 538
Exhibit D ‐ Schedule of Assumed Executory Contracts and Unexpired Leases

Row

ID

Gymboree

Contract ID Debtor Entity Store No. Counterparty

Description of Assumed Contracts or

Leases Cure Cost A

711 101523 Gymboree Retail Stores, Inc. 941 WP GLIMCHER INC. STORE LEASE RE: STORE #0941 ‐ THE ARBORETUM AT GREAT HILLS $1,264.79

712 101677 Gymboree Retail Stores, Inc. 1776 WS ASSET MANAGEMENT, INC STORE LEASE RE: STORE #1776 ‐  MARKET STREET AT LYNNFIELD $11,702.05

713 100411 The Gymboree Corporation Zebra Technologies International LLC Services Agreement dated 12/16/2016 $0.00

714 101904 Gymboree Retail Stores, Inc. 5097 ZFS HOLDING 2005, LLC STORE LEASE RE: STORE #5097 ‐ ZION FACTORY STORES $6,791.80 

715 100607 The Gymboree Corporation Zulily, Inc. Vendor Terms and Conditions dated 2/12/2015 $0.00

Page 78 of 78

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc M

 Document Page 438 of 538
EXHIBIT E

List of Retained Causes of Action

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 439 of 538
Retained Causes of Action

Article IV, Section M of the Plan provides as follows:1

In accordance with section 1123(b) of the Bankruptcy Code, but subject in all 

respects to Article VIII, Article IV, and Article I.A, hereof, the Reorganized Debtors 

shall retain and may enforce all rights to commence and pursue, as appropriate, any 

and all Causes of Action (including all Avoidance Actions), whether arising before or 

after the Petition Date, including any actions specifically enumerated in the Plan 

Supplement, and such rights to commence, prosecute, or settle such Causes of Action 

shall be preserved notwithstanding the occurrence of the Effective Date. 

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in the 

Reorganized Debtors’ sole discretion. No Entity may rely on the absence of a 

specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to 

any Cause of Action against it as any indication that the Debtors or the Reorganized 

Debtors will not pursue any and all available Causes of Action against it. The 

Debtors or the Reorganized Debtors, as applicable, expressly reserve all rights to 

prosecute any and all Causes of Action against any Entity, except as otherwise 

expressly provided in the Plan. Unless any Causes of Action against an Entity are 

expressly waived, relinquished, exculpated, released, compromised, or settled under 

the Plan or pursuant to a Bankruptcy Court order, the Debtors or Reorganized 

Debtors, as applicable, 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.

In accordance with section 1123(b)(3) of the Bankruptcy Code, except as otherwise 

provided herein, any Causes of Action that a Debtor may hold against any Entity shall 

vest in the Reorganized Debtors. The applicable Reorganized Debtors, through their 

authorized agents or representatives, shall retain and may exclusively enforce any and 

all such Causes of Action. The Reorganized 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, and to decline to do any of the foregoing without the consent or 

approval of any third party or further notice to or action, order, or approval of the 

Bankruptcy Court. 

Notwithstanding and without limiting the generality of Article IV.M of the Plan, the 

following Exhibit E(i) through Exhibit E(vii) (each of which is attached hereto) include specific 

types of Causes of Actions expressly preserved by the Debtors and the Reorganized Debtors. 

For the avoidance of doubt, the specific types of Causes of Action listed in the following exhibits 

 

1 Capitalized terms used but undefined herein shall have the meanings ascribed to them in the First Amended 

Joint Chapter 11 Plan of Reorganization of the Gymboree Corporation and Its Debtor Affiliates 

[Docket No. 447] (as amended from time to time, the “Plan”).

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 440 of 538
2

are indicative, but are in no way exclusive, of the causes of action retained in connection with the 

Plan.

The Debtors reserve all rights to amend, revise, or supplement this Exhibit E to the Plan 

Supplement, and any of the documents and designations contained herein, at any time before the 

Effective Date of the Plan, or any such other date as may be provided for by the Plan or by order 

of the Bankruptcy Court; provided that any such amendment, revision, or supplement shall be 

subject to the consent of the Required Consenting Creditors.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 441 of 538
EXHIBIT E(i)

Claims, Defenses, Cross-Claims, and Counter-Claims 

Related to Litigation and Possible Litigation

Exhibit E(i) includes Entities that are party to or that the Debtors believe may become 

party to litigation, arbitration, or any other type of adversarial proceeding or dispute resolution 

proceeding, whether formal or informal, judicial or non-judicial. Unless otherwise released 

under Article VIII of the Plan, the Debtors expressly reserve all Causes of Action against or 

related to all Entities that are party to or that may in the future become party to litigation, 

arbitration, or any other type of adversarial proceeding or dispute resolution proceeding, whether 

formal or informal, judicial or non-judicial, regardless of whether such Entity is included on 

Exhibit E(i).

In addition, Exhibit E(i) includes claims and Causes of Action the Debtors expressly 

retain based in whole or in part upon any and all contracts and leases to which any Debtor, 

Reorganized Debtor, or Reorganized Gymboree is a party or pursuant to which any Debtor, 

Reorganized Debtor, or Reorganized Gymboree has any rights whatsoever. Notwithstanding the

foregoing, the Debtors retain all such claims and Causes of Action regardless of whether such 

contract or lease is included on Exhibit E(i). The claims and Causes of Actions reserved 

include, without limitation, Causes of Action against vendors, suppliers of goods or services, or 

any other parties: (a) for overpayments, back charges, duplicate payments, improper holdbacks, 

deposits, warranties, guarantees, indemnities, recoupment, or setoff; (b) for wrongful or improper 

termination, suspension of services or supply of goods, or failure to meet other contractual or 

regulatory obligations; (c) for failure to fully perform or to condition performance on additional 

requirements under contracts with any one or more of the Debtors; (d) for payments, deposits, 

holdbacks, reserves, or other amounts owed by any creditor, utility, supplier, vendor, insurer, 

surety, factor, lender, bondholder, lessor, or other party; (e) for any liens, including mechanic’s, 

artisan’s, materialmen’s, possessory, or statutory liens held by any one or more of the Debtors; 

(f) arising out of environmental or contaminant exposure matters against landlords, lessors, 

environmental consultants, environmental agencies, or suppliers of environmental services or 

goods; (g) counter-claims and defenses related to any contractual obligations; (h) any turnover 

actions arising under section 542 or 543 of the Bankruptcy Code; and (i) for unfair competition, 

interference with contract or potential business advantage, breach of contract, infringement of 

intellectual property, or any business tort claims. Additionally, on July 18, 2017, each of the 

Debtors filed its Schedules, which included, among other things, claims and Causes of Action 

each of the Debtors had reflected as a liability on its books and records, and its Statement of 

Financial Affairs, which details certain information regarding each Debtor’s property 

(collectively, the “SoFAs”). Unless otherwise released under Article VIII of the Plan, the 

Debtors expressly reserve all claims and Causes of Action against any Entity listed on (a) with 

respect to the Schedules, Schedule A/B, Schedule D, Schedule E, Schedule F, Schedule G, and 

Schedule H of each Debtor and (b) the SoFA of each Debtor, in each case to the extent such 

Entities owe or may in the future owe money to the Debtors or the Reorganized Debtors.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 442 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

AMERICAN EXPRESS MERCHANT 

DISCOUNT FEE ANTITRUST 

LITIGATION

PAYMENT CARD INTERCHANGE FEE 

SETTLEMENT

P.O. BOX 2530

PORTLAND, OR 97208-2530

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ARDEN SILVERMAN DBA 

CAPITAL ASSET PROTECTION

23679 CALABASAS RD. #677

CALABASAS, CA 91302

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BANK OF NEW YORK MELLON 

CORP. FOREIGN EXCHANGE 

TRANSACTIONS LITIG.

IN RE BANK OF NEW YORK MELLON 

CORP. FOREX TRANSACTIONS 

LITIGATION

C/O GARDEN CITY GROUP, LLC, 

CLAIMS ADMINISTRATOR

P.O. BOX 10170

DUBLIN, OH 43017-3170

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BAXLEY, CHRISTA EEOC, JACKSON AREA OFFICE

JOYCE B. SIMELTON, INVESTIGATOR

100 WEST CAPITOL STREET, SUITE 338

JACKSON, MS 39269

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BENAYOUN, LILA S. RUBENSTEIN & RYNECKI

SCOTT RYNECKI

16 COURT STREET

BROOKLYN, NY 11241

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BORSH, SHILOH STONEBARGER LAW, APC

75 IRON POINT CIRCLE, STE. 145

FOLSOM, CA 95630

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BORSH, SHILOH KEARNEY LITTLEFIELD, LLP

3436 N. VERDUGO RD., STE. 230

GLENDALE, CA 91208

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BRANUM, ROSE DIVISION OF LABOR STANDARDS 

ENFORCEMENT

7718 MEANY AVE.

BAKERSFIELD, CA 93308

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BROOKS, TRACY U.S. EQUAL EMPLOYMENT 

OPPORTUNITY COMMISSION

LITTLE ROCK OFFICE

820 S LOUISIANA ST # 200

LITTLE ROCK, AR 72201

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 443 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

BROWN, LAMAR HALPERIN & HALPERIN, P.C.

18 EAST 48TH STREET

NEW YORK, NY 10017

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

BUFORD HEATING AND AIR 1705 OAK STREET

PADUCAH, KY 42001

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CARLSON LYNCH SWEET KILPELA 

& CARPENTER

1133 PENN AVENUE, 5TH FLOOR

PITTSBURGH, PA 15222

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CASTILLO, REBECCA LAW OFFICES OF JOSEPH R. 

MANNING, JR.

JOSEPH R. MANNING, JR.

4667 MACARTHUR BLVD., SUITE 150

NEWPORT BEACH, CA 92660

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CATHODE RAY TUBE (CRT) 

ANTITRUST LITIGATION

CRT CLAIMS ADMINISTRATOR

C/O GILARDI & CO. LLC

P.O. BOX 43455

PROVIDENCE, RI 02940-3455

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CHANG CHEN, YAN STANLEY SHEN

SHEN LAW FIRM

2037 IRVING STREET, SUITE 206

SAN FRANCISCO, CA 94122

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CHOATE, TRICIA PAUL CRILLEY

6520 PLATT AVE, SUITE 303

WEST HILLS, CA 91307-3218

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

CIPRO SETTLEMENT C/O AB DATA LTD

PO BOX 173017

MILWAUKEE, WI 53217

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

COGAR, SANDRA EQUAL EMPLOYMENT OPPORTUNITY 

COMMISSION

OHIO CIVIL RIGHTS COMMISSION, 

RHODES STATE OFFICE TOWER

30 EAST BROAD STREET, 5TH FLOOR

COLUMBUS, OH 43215

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

COOPER, LINDSEY INDIVIDUALLY 

AND AS GUARDIAN AND NEXT 

FRIEND OF C.R.C., A MINOR

ROMANO & ASSOCIATES, PLLC

230 CAPITOL STREET, STE. 200

CHARLESTON, WV 25301

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 444 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

DANIELS, NICOLE LAW OFFICES OF CARLOS J. 

CASTANEDA

8129 FLORENCE AVENUE, SUITE 201

DOWNEY, CA 90240

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

DEANGELIS, KATHLEEN EQUAL EMPLOYMENT OPPORTUNITY 

COMMISSION

1 NEWARK CENTER, 21ST FLOOR

NEWARK, NJ 07102-5233

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

DENNIS, COURTNEY CARLSON LYNCH SWEET & KILPELA

402 WEST BROADWAY, 29TH FLOOR

SAN DIEGO, CA 92101

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

DUVUYST, DEBRA LAW OFFICES OF JONATHAN F. 

MARSHALL

157 BROAD ST., STE. 111

RED BANK, NJ 07701

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

DYNAMIC RANDOM ACCESS 

MEMORY (DRAM) ANTITRUST 

LITIGATION

DRAM INDIRECT PURCHASER 

ANTITRUST LITIGATION – 8291

P.O. BOX 8097

FARIBAULT, MN 55021-9497

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ESSENTIAL ETHERNET 719 FRONT ST., STE. 122

TYLER, TX 75702

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ETCHISON, TAMARA CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

FOREIGN EXCHANGE 

BENCHMARK RATES ANTITRUST 

LITIG.

SETTLEMENT RECOVERY GROUP LLC

480 WASHINGTON BLVD., 29TH 

FLOOR

JERSEY CITY, NJ 07310

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

FOWLER, SALLY LAWLESS & LAWLESS

THERESE M. LAWLESS

201 CALIFORNIA ST., SUITE 350

SAN FRANCISCO, CA 94111

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

GEOGRAPHIC LOCATION 

INNOVATIONS LLC

KIZZIA JOHNSON PLLC

1910 PACIFIC AVE, STE 13000

DALLAS, TX 75201

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 445 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

GRUBER V. LG PHILIPS LCD CO. CANADIAN LCD PRICE-FIXING CLASS 

ACTION CLAIMS ADMINISTRATOR

NPT RICEPOINT CLASS ACTION 

SERVICES

PO BOX 3355

LONDON, ON N6A 4K3

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

HALLORAN-MCKENNA, KAREN 3351 CLUB DRIVE

LOS ANGELES, CA 90064

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

HELFERICH PATENT LICENSING, 

LLC

LAW OFFICES OF STEVEN G. LISA, LTD.

55 W. MONROE ST., SUITE 3210

CHICAGO, IL 60603

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

HONJEN DBA PROSPECT CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

INNOVATIO IP VENTURES NIRO, HALLER & NIRO

181 WEST MADISON ST., STE. 4600

CHICAGO, IL 60602

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

JOERGER, TYLER CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

JONES, JAHLEY V. RUBENSTEIN LAW, P.A.

ATTN JESSICA J. GONZALEZ-MONGE, 

ESQ.

189 SOUTH ORANGE AVE., STE. 1150

ORLANDO, FL 32801

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

KELLEY, TREVOR THE ORD FIRM, P.C.

ATTN JAMES K. ORD, III

PO BOX 16266

SALT LAKE CITY, UT 84116

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

KLEEN PRODS LLC V. 

PACKAGING CORP OF AM.

CONTAINERBOARD PRODUCTS CLASS 

ACTION

C/O A.B. DATA, LTD.

P.O. BOX 173014

MILWAUKEE, WI 53217

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

KOSUTH, MARIAN LAW OFFICES OF ROSEMARIE ARNOLD

1386 PALISADE AVENUE

FORT LEE, NJ 07024

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 446 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

KWAN, CARISSA PATRICK D. SKAHAN

355 SOUTH GRAND AVENUE, 40TH 

FLOOR

LOS ANGELES, CA 90071

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

LAIR, QUINETTA BURNS & ASSOCIATES, PLLC

YANCY BURNS

P.O. BOX 16409

JACKSON, MS 39236

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

LEDET, TIMITRIA LABOR COMMISSIONER, STATE OF 

CALIFORNIA

DEPARTMENT OF INDUSTRIAL 

RELATIONS, DIVISION OF LABOR 

STANDARDS ENFORCEMENT

2031 HOWE AVENUE, SUITE 100

SACRAMENTO, CA 95825

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

LITHIUM ION BATTERIES, CIVIL 

ACTION

LITHIUM BATTERIES INDIRECT 

PURCHASER SETTLEMENTS

C/O KCC CLASS ACTION SERVICES

P.O. BOX 43454

PROVIDENCE, RI 02940-3455

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

MOORE, AUDREY HANNA, BROPHY, MACLEAN, 

MCALEER & JENSON LLP

WILLIAM STEUBER

251 RHODE ISLAND ST., SUITE 201

SAN FRANCISCO, CA 94103

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

MOORE, AUDREY LAW OFFICES OF GRUNDMAN AND 

DEANE

MARK P. GRUNDMAN, ESQ.

100 PRINGLE AVENUE, SUITE 220

SAN FRANCISCO, CA 94596

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

MORAN, ERICK CUSTODIO & DUBEY LLP

448 S. HILL ST., SUITE 612

LOS ANGELES, CA 90013

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

NEOMEDIA TECHNOLOGIES O'KELLY & ERNST, LLC

901 N. MARKET ST., STE. 1000

WILMINGTON, DE 19801

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

NEW YORK COMPENSATION 

INSURANCE RATING BOARD

733 THIRD AVE, 5TH FLOOR

NEW YORK, NY 10017

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 447 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

JAMES MULLIGAN

639 GRANITE STREET, FLOOR 4

BRAINTREE, MA 02184

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

KENNETH C. SHEDDEN

639 GRANITE STREET, FLOOR 4

BRAINTREE, MA 02184

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

COREY BENDER, REGIONAL SAFETY 

DIRECTOR

10515 BATTLEVIEW PARKWAY

MANASSAS, VA 20109

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

MAIN STREET CENTRE

600 EAST MAIN STREET, SUITE 207

RICHMOND, VA 23219

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

DEPARTMENT OF INDUSTRIAL 

RELATIONS

DIV. OF OCCUPATIONAL SAFETY AND 

HEALTH, SF DISTRICT OFFICE

544 GOLDEN GATE AVE, SUITE 9516

SAN FRANCISCO, CA 94102

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

DEPARTMENT OF INDUSTRIAL 

RELATIONS, AMERICAN CANYON 

DISTRICT OFFICE

KATHY GARNER, DISTRICT MANAGER

3419 BROADWAY STREET, SUITE H8

AMERICAN CANYON, CA 94503

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

OCCUPATIONAL SAFETY AND 

HEALTH ADMNISTRATION

SHELBY O’NAN, OSH COMPLIANCE 

OFFICER I

KENTUCKY LABOR CABINET, 

OCCUPATIONAL SAFETY & HEALTH

1047 US 127 SOUTH

FRANKFORT, KY 40601

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ONE STOP FACILITIES 

MAINTENANCE CORP & 

SUBCONTRACTORS

275 MADISON AVE

6TH FL, STE 603

NEW YORK, NY 10016-1011

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

POUND, JOHN C. ASHBY & GEDDES

500 DELAWARE AVE., 8TH FLOOR

PO BOX 1150

WILMINGTON, DE 19899

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 448 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

PRATER, AMY U.S. EQUAL EMPLOYMENT 

OPPORTUNITY COMMISSION

PHILADELPHIA OFFICE

801 MARKET STREET, SUITE 1300

PHILADELPHIA, PA 19107-3127

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

PRECISION ASSOCIATES INC. ET 

AL. V. PANALPINA WORLD 

TRANSPORT (HOLDING) LTD, ET 

AL.

FREIGHT FORWARDERS SETTLEMENT

C/O FREIGHT FORWARDERS CLAIMS 

ADMINISTRATOR

PO BOX 3747

PORTLAND, OR 97208-3747

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

RE POLYURETHANE FOAM 

ANTITRUST LITIGATION

C/O GCG

P.O. BOX 9907

DUBLIN, OH 43017-5807

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

REYES, MARIA LAW OFFICE OF KENNETH A. 

GOLDMAN

15300 VENTURE BLVD., STE 207

SHERMAN OAKS, CA 91403

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

RIOS, ROY PACIFIC TRIAL ATTORNEYS, PC

ATTN VICTORIA C. KNOWLES, ESQ.

4100 NEWPORT PLACE DRIVE, STE. 

800

NEWPORT BEACH, CA 92660

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ROMERO, TATIANA 3602 CARDIFF AVE.

LOS ANGELES, CA 90034

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

SANDERSON, LATOYA T. 12 FOLSOM ST. #1

BOSTON, MA 02125

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

SKOLL-BOFILL, RACHEL ALAN M CASS & ASSOCIATES

225 BROADWAY RM 505

NEW YORK, NY 10007

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

SPIRONIAS, ANTONIA JAMES E. NEYMAN & ASSOCIATES, 

P.C.

76 CANAL STREET, 4TH FLOOR

BOSTON, MA 02114

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

TFT-LCD (FLAT PANEL) 

ANTITRUST LITIGATION

LCD CLASS ACTION

C/O RUST CONSULTING

P.O. BOX 24659

WEST PALM BEACH, FL 33416

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 449 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(i) Schedule

PARTY/CASE ADDRESS NATURE

TRANSPACIFIC PASSENGER AIR 

TRANSPORTATION ANTITRUST 

LITIGATION

TRANSPACIFIC AIR SETTLEMENT

PO BOX 2209

FARIBAULT, MN 55021-1609

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

TRAYWICK, NOELLE ATTORNEYS FOR DISABLES 

AMERICANS GROUP LLC

4001 CARMICHAEL RD., STE. 570

MONTGOMERY, AL 36116

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

VINCENT, GRANT OUTTEN GOLDEN

JENNY SCHWARTZ

ONE EMBARCADERO CENTER 38TH 

FLOOR

SAN FRANCISCO, CA 94111

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

WEBVENTION 505 EAST TRAVIS STREET, SUITE 209

MARSHALL, TX 75670

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

YBARRA, KASSANDRA COMMISSIONER DEJESUS

DIVISION OF LABOR STANDARDS 

ENFORCEMENT

100 PASEO DE SAN ANTONIO # 120

SAN JOSE, CA 95113

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

ZANDIEH, GOLI KHIM BARRETT, DEPUTY LABOR 

COMMISSIONER

DIVISION OF LABOR STANDARDS 

ENFORCEMENT

605 WEST SANTA ANA BLVD., BLDG. 

28

SANTA ANA, CA 92701

CLAIMS, DEFENSES, CROSSCLAIMS, AND COUNTER-CLAIMS 

RELATED TO LITIGATION AND 

POSSIBLE LITIGATION

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 450 of 538
2

EXHIBIT E(ii)

Claims Related to Deposits, Adequate Assurance Postings, and Other Collateral Postings

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action 

based in whole or in part upon any and all postings of a security deposit, adequate assurance 

payment, or any other type of deposit or collateral, regardless of whether such posting of security 

deposit, adequate assurance payment, or other type of deposit or collateral is specifically 

identified herein. Without limiting the generality of the foregoing, the Debtors expressly reserve 

all Causes of Action against the Entities identified in Exhibit E(ii) attached hereto.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 451 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

ADOBE SYSTEMS 

INCORPORATED

75 REMITTANCE DRIVE

SUITE 1025

CHICAGO, IL 60675-1025

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #381 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #419 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #499 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #5068 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #5093 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #594 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #607 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #6086 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #6087 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #6242 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 452 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

AMEREN MISSOURI - #6275 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #69 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMEREN MISSOURI - #925 P.O. BOX 66301

ST. LOUIS, MO 63166-6301

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AMERICAN EXPRESS ATT JUNE CONRAD

50-B PENINSULA CENTER BLVD., PMB 

35

ROLLING HILLS, CA 90274

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

APPLIED COMPUTER SOLUTIONS PO BOX 101721

PASADENA, CA 91189-1721

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

APTOS PO BOX 417411

BOSTON, MA 02241-7411

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

APTOS CANADA INC. C/O T60167U

PO BOX 66512

CHICAGO, IL 60666-0512

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AT&T - STORE #912 PO BOX 5082

CAROL STREAM, IL 60197-5082

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AT&T MOBILITY 1355 W. UNIVERSITY

MESA, AZ 85201

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AUTOMIC SOFTWARE INC P.O. BOX 202587

DALLAS, TX 75320

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

AZUL SYSTEMS, INC. 1600 PLYMOUTH STREET

MOUNTAIN VIEW, CA 94043

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 453 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

BANK OF AMERICA RUSSELL COURT

ST STEPHENS GREEN

DUBLIN 2, 12345

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

BARE ESCENTUALS BEAUTY INC. 900 THIRD AVENUE, 28TH FLOOR

NEW YORK, NY 10022

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

BMC SOFTWARE INC. PO BOX 301165

DALLAS, TX 75303-1165

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

BRAINTREE ELECTRIC LIGHT 

DEPT. - #6118

150 POTTER RD.

BRAINTREE, MA 02184

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

BUSINESS LICENSES LLC 21 ROBERT PITT DR

SUITE 310

MONSEY, NY 10952

CLAIMS RELATED TO DEPOSITS,

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CARBON BLACK DEPT. 3508

PO BOX 123508

DALLAS, TX 75312-3508

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CDW DIRECT, LLC PO BOX 75723

CHICAGO, IL 60675-5723

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CITY OF SUGARLAND - #6341 BILL PAYMENT CENTER

2700 TOWN CENTER BLVD. N

SUGAR LAND, TX 77479

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CITY WATER & LIGHT - STORE 

#6240

PO BOX 1289

JONESBORO, AR 72403-1289

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CLOUD ANALYTICS , LLC 2 PETERS CANYON,

STE #200,

IRVINE, CA 92606

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CONVENTUS CORPORATION 516 N. OGDEN AVE

STE 115

CHICAGO, IL 60642

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 454 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

CORPTAX, LLC PO BOX 35158

NEWARK, NJ 07193-5158

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

CYCLOTRON INC. 355 1ST STREET

S1008

SAN FRANCISCO, CA 94105

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DATA-MAIL, INC. 240 HARTFORD AVENUE

NEWINGTON, CT 06111

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DEMANDWARE, INC. 5 WALL STREET

BURLINGTON, MA 01803

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#1758

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#1773

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#2806

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#5014

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#5028

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#511

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#5138

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 455 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

DOMINION VIRGINIA POWER -

#6073

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#6106

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

#6322

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DOMINION VIRGINIA POWER -

564

PO BOX 26543

RICHMOND, VA 23290-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

DYNATRACE LLC PO BOX 74008118

CHICAGO, IL 60674-8118

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

E&Y DEPT. 6793

LOS ANGELES, CA 90084-6793

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

EGAIN COMMUNICATIONS 

CORP

DEPT CH 17070

PALATINE, IL 60055-7070

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

EMAGINED SECURITY, INC 2816 SAN SIMEON WY

SAN CARLOS, CA 94070

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

ENERGY WORKS LANCASTER -

STORE #199 - PARK CITY, PA

P.O. BOX 37290

BALTIMORE, MD 21297-3290

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

ENTIT SOFTWARE LLC PO BOX 936224

ATLANTA, GA 31193-6224

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

EUROSORT, INC. 55 NEW PLANT COURT

OWINGS MILLS, MD 21117

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 456 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

EXPERIAN MARKETING 

SOLUTIONS INC

PO BOX 881971

LOS ANGELES, CA 90088-1971

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHT -

STORE #2840

P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHT -

STORE 916

P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHTSTORE 1770P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHTSTORE 2141P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHTSTORE 5142P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FLORIDA POWER & LIGHTSTORE 5171P.O. BOX 821407

S FLORIDA, FL 33082-1407

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

FORESEE DEPT CH 19245

PALATINE, IL 60055-9245

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

GALLAGHER BASSETT SERVICES 15763 COLLECTIONS CENTER DR

CHICAGO, IL 60693

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

GEORGIA POWER - #5164 96 ANNEX

ATLANTA, GA 30396-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

HILCO 25285 NETWORK PLACE

CHICAGO, IL 60673-1252

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 457 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

HINGHAM MUNICIPAL LIGHTING 

PLANT - STORE #616

308 CUSHING STREET

HINGHAM, MA 02043-3709

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

HOEFLER & CO. 611 BROADWAY

ROOM 725

NEW YORK, NY 10012-2608

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

IBM CORPORATION P.O. BOX 61000, DEPT. 1896

SAN FRANCISCO, CA 94161-1896

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

IMPERVA 3400 BRIDGE PKWY

STE 200

REDWOOD SHORES, CA 94065

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

INCOMM 250 WILLIAMS ST NW

ATLANTA, GA 30303

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

JAPS-OLSON COMPANY 7500 EXCELSIOR BLVD

ST. LOUIS PARK, MN 55426

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

JDA - SW LICENSE WORLD HEADQUARTERS

14400 NORTH 87TH STREET

SCOTTSDALE, AZ 85260-3649

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

JDA SOFTWARE INC WORLD HEADQUARTERS

14400 NORTH 87TH STREET

SCOTTSDALE, AZ 85260-3649

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

KEWILL INC PO BOX 842467

BOSTON, MA 02284-2467

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

KOVARUS, INC PO BOX 396039

SAN FRANCISCO, CA 94139-6039

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

KPMG 1 STOKES PLACE

ST. STEPHEN'S GREEN

DUBLIN, 2

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 458 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

LAUREL WELLS INC 14 SOUTH STREET

CENTER MORICHES, NY 11934

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

LI & FUNG LIFUNG TOWER

888 CHEUNG SHA WAN ROAD

KOWLOON, HONG KONG 

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

MICRO STRATEGY SERVICES 

CORP.

P.O. BOX 409671

ATLANTA, GA 30384-9671

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

MOMENTIS SYSTEMS 75 QUEEN ST, SUITE 2300

MONTREAL, H3C2N6

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

NCR CORPORATION PO BOX 71540

SAN JUAN, 00936-8640

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

NICOR GAS - STORE #2844 BILL PAYMENT CENTER

PO BOX 1630

AURORA, IL 60507-1630

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

OPTIV SECURITY INC. PO BOX 28216 NETWORK PLACE

CHICAGO, IL 60673-1282

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

ORACLE AMERICA, INC BEA SYSTEMS, INC

7074 COLLECTION CENTER DRIVE

CHICAGO, IL 60693

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

PALMETTO UTILITIES INC. -

STORE 6164

1713 SUITE A WOODCREEK FARMS 

ROAD

ELGIN, S. CAROLINA 29045-8755

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

PERFORCE SOFTWARE FILE NO. 73862

P.O. BOX 60000

SAN FRANCISCO, CA 94160-3862

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

PG&E - #5951-DIXON 275 INDUSTRIAL RD

SAN CARLOS, CA 94070

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 459 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

PG&E - VARIOUS STORES 275 INDUSTRIAL RD

SAN CARLOS, CA 94070

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

RESOLVE 2302 MARTIN STREET

SUITE 225

IRVINE, CA 92612

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SALESFORCE.COM PO BOX 203141

DALLAS, TX 75320-3141

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SALESFORCE.COM INC PO BOX 203141

DALLAS, TX 75320-3141

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SAP AMERICA, INC 3999 WEST CHESTER PIKE

NEWTON SQUARE, PA 19073

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SDI INDUSTRIES INC 13000 PIERCE ST.

PACOIMA, CA 91331

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SERVICENOW INC 4810 EASTGATE MALL

SAN DIEGO, CA 92121

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SHI INTERNATIONAL CORP P.O. BOX 952121

DALLAS, TX 75395-2121

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SIRIUS COMPUTER SOLUTIONS P.O. BOX 224968

DALLAS, TX 75222-4968

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SOFTWAREONE 20875 CROSSROADS CIRCLE

SUITE 1

WAUKESHA, WI 53186

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SOUTHERN CALIFORNIA EDISON 

- VARIOUS STORES IN SO CAL

P.O. BOX 600

ROSEMEAD, CA 91771-0001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 460 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

SOVOS COMPLIANCE 

(PREVIOUSLY TAXWARE)

PO BOX 347977

PITTSBURGH, MA 15251-4977

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

SPLASH BI 3079 PEACHTREE INDUSTRIAL BLVD

DULUTH, GA 30079

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

TAX CREDIT COMPANY 6255 SUNSET BLVD

SUITE 2200

LOS ANGELES, CA 90028

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

THE SEGERDAHL CORPORATION 9279 PAYSPHERE CIRCLE

CHICAGO, IL 60674

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

THOMSON REUTER ( TAX & 

ACCOUNTING) INC

P.O. BOX 6016

CAROL STREAM, IL 60197-6016

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

TRINTECH 15851 DALLAS PARKWAY

SUITE 900

ADDISION, TX 75001

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

TRIPWIRE, INC 75 REMITTANCE DR

SUITE 3017

CHICAGO, IL 60675-3017

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

VERACODE INC DEPT CH 16573

PALATINE, IL 60055-6573

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

VERIFONE INC LOCKBOX #774060

4060 SOLUTIONS CENTER

CHICAGO, IL 60677

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

VERISK CRIME ANALYTICS 

(ASPECT)

PO BOX 27508

NEW YORK, NY 10087-7508

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

WORKING MACHINES 

CORPORATION

2170 DWIGHT WAY

BERKELEY, CA 94704

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 461 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(ii) Schedule

PARTY/CASE ADDRESS NATURE

ZENSAR TECHNOLOGIES 1415 W 22ND STREET

SUITE #925

OAK BROOK, IL 60523

CLAIMS RELATED TO DEPOSITS, 

ADEQUATE ASSURANCE 

POSTINGS, AND OTHER 

COLLATERAL POSTINGS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 462 of 538
EXHIBIT E(iii)

Claims Related to Liens

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action 

based in whole or in part upon any and all liens regardless of whether such lien is specifically 

identified herein. There is no schedule to this Exhibit E(iii).

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 463 of 538
EXHIBIT E(iv)

Claims Related to Customer Obligations

Unless otherwise released under Article VIII of the Plan, the Debtors expressly reserve 

all Causes of Action against or related to all former and current customers that owe or may in the 

future owe money to the Debtors or the Reorganized Debtors whether for unpaid invoices or any 

other matter whatsoever, including contracts. There is no schedule to this Exhibit E(iv).

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 464 of 538
EXHIBIT E(v)

Claims Related to Insurance Policies

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action 

based in whole or in part upon any and all insurance contracts and insurance policies to which 

any Debtor or Reorganized Debtor is a party or pursuant to which any Debtor or Reorganized 

Debtor has any rights whatsoever, regardless of whether such contract or policy is specifically 

identified herein, including Causes of Action against insurance carriers, reinsurance carrier, 

insurance brokers, underwriters, occurrence carriers, or surety bond issuers relating to coverage, 

indemnity, contribution, reimbursement, or any other matters. There is no schedule to this 

Exhibit E(v). 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 465 of 538
EXHIBIT E(vi)

Claims Related to Accounts Receivable and Accounts Payable

Exhibit E(vi) includes Entities that have recently or that currently owe money to the 

Debtors (other than customers, which are discussed in Exhibit E(iv)). Unless otherwise released 

under Article VIII of the Plan, the Debtors expressly reserve all Causes of Action against or 

related to all Entities that owe or that may in the future owe money to the Debtors or the 

Reorganized Debtors regardless of whether such Entity is included on Exhibit E(vi). 

Additionally, on July 18, 2017, each of the Debtors filed its Schedules, which included, among 

other things, claims and Causes of Action each of the Debtors had reflected as a liability on its 

books and records. The Debtors expressly reserve all claims and Causes of Action against any 

Entity listed on Schedule A/B, Schedule D, Schedule E, and Schedule F of each Debtor to the 

extent such Entities owe or may in the future owe money to the Debtors, the Reorganized 

Debtors, or Reorganized Gymboree. Furthermore, unless otherwise released under Article VIII 

of the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities 

who assert or may assert that the Debtors or the Reorganized Debtors owe money to them.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 466 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(vi) Schedule

PARTY/CASE ADDRESS NATURE

ALOHA SEAFOOD 1288 COLUMBUS AVENUE #310

SAN FRANCISCO, CA 94133

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

ARTISTIC CARTON CO. 1975 BIG TIMBER ROAD

ELGIN, IL 60123

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

BAKER, SARAH 1813 RIDGEVIEW DR

WICKLIFFE, OH 44092

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

BAYER RETAIL COMPANY, LLC PO BOX 2122

MEMPHIS, TN 38101-7500

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

BEST BUY BUSINESS 

ADVANTAGE ACCOUNT

7601 PENN AVE. S.

RICHFIELD, MN 55423-3645

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

CHECKVIEW CORPORATION PO BOX 776146

CHICAGO, IL 60677-6146

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

CPT LOUISVILLE I LLC PO BOX 743901

ATLANTA, GA 30384-3901

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

HARVARD BATTERY, INC. PO BOX 2622

CHERRY HILL, NJ 08034

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

KERR FLOORS INC 10581 BLOOMFIELD STREET

LOS ALAMITOS, CA 90720

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

NU-ERA GROUP, LLC B110179

PO BOX 790051

ST. LOUIS, MO 63179-0051

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

PIEDMONT SERVICE GROUP 29691 NETWORK PLACE

CHICAGO, IL 60673 - 1296

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

SOF' SOLUTIONS, INC PO BOX 667

DRAPER, UT 84020

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

STORED VALUE SOLUTIONS 3802 RELIABLE PARKWAY

CHICAGO, IL 60686-0038

CLAIMS RELATED TO ACCOUNTS 

RECEIVABLE AND ACCOUNTS 

PAYABLE

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 467 of 538
EXHIBIT E(vii)

Claims Related to Tax Refunds

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action 

against or related to all Entities that owe or that may in the future owe money related to tax 

refunds to the Debtors or Reorganized Debtors, regardless of whether such Entity is specifically 

identified herein. Furthermore, the Debtors expressly reserve all Causes of Action against or 

related to all Entities who assert or may assert that the Debtors or Reorganized Debtors owe 

taxes to them. Without limiting the generality of the foregoing, the Debtors expressly reserve all 

Causes of Action against the Entities identified in Exhibit E(vii) attached hereto.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 468 of 538
The Gymboree Corporation, et al.,

Retained Causes of Action

Exhibit E(vii) Schedule

PARTY/CASE ADDRESS NATURE

CITY OF SAN FRANCISCO 1 DR CARLTON B GOODLETT PL # 140

SAN FRANCISCO, CA 94102

CLAIMS RELATED TO TAX 

REFUNDS

US CUSTOMS 555 BATTERY ST

SAN FRANCISCO, CA 94111

CLAIMS RELATED TO TAX 

REFUNDS

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 469 of 538
EXHIBIT F

New Stockholders’ Agreement

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 470 of 538
Milbank Draft 

8/17/17 

#4834-9648-4940

STOCKHOLDERS AGREEMENT 

BY AND AMONG 

[GIRAFFE NEW HOLDING CO., INC.] 

AND 

THE STOCKHOLDERS (AS DEFINED HEREIN) 

DATED AS OF [●], 2017 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 471 of 538
 i 

TABLE OF CONTENTS 

Page 

ARTICLE I 

STOCKHOLDERS

Section 1.1 Stockholders ............................................................................................................ 1

ARTICLE II 

BOARD OF DIRECTORS; MANAGEMENT AND CONTROL OF BUSINESS

Section 2.1 Board of Directors................................................................................................... 2

Section 2.2 Restrictions on Authority of the Board ................................................................... 4

Section 2.3 Directors’ Non-exclusive Services ......................................................................... 6

Section 2.4 Reimbursement of Expenses ................................................................................... 6

ARTICLE III 

INFORMATION RIGHTS

Section 3.1 Information Rights of Stockholders; Records Required by the DGCL; 

Right of Inspection .................................................................................................. 6

Section 3.2 Information Rights of the Company ....................................................................... 8

ARTICLE IV 

PREEMPTIVE RIGHTS; REGISTRATION RIGHTS

Section 4.1 Preemptive Rights ................................................................................................... 8

Section 4.2 Registration Rights................................................................................................ 10

ARTICLE V 

MISCELLANEOUS

Section 5.1 Complete Agreement ............................................................................................ 11

Section 5.2 Certain Actions ..................................................................................................... 11

Section 5.3 Governing Law ..................................................................................................... 11

Section 5.4 No Assignment...................................................................................................... 11

Section 5.5 Binding Effect ....................................................................................................... 11

Section 5.6 Severability ........................................................................................................... 11

Section 5.7 No Partition ........................................................................................................... 11

Section 5.8 Additional Documents and Acts ........................................................................... 12

Section 5.9 No Employment Rights......................................................................................... 12

Section 5.10 Amendments; Termination of Equity Rights ........................................................ 12

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 472 of 538
 - ii - 

Section 5.11 No Waiver ............................................................................................................. 12

Section 5.12 Notices .................................................................................................................. 12

Section 5.13 Consent to Jurisdiction; WAIVER OF JURY TRIAL .......................................... 13

Section 5.14 No Third Party Beneficiary ................................................................................... 14

Section 5.15 Confidentiality ...................................................................................................... 14

Section 5.16 Business Opportunities ......................................................................................... 15

Section 5.17 Cumulative Remedies; Specific Performance ...................................................... 16

Section 5.18 Exhibits and Schedules ......................................................................................... 16

Section 5.19 Interpretation ......................................................................................................... 16

Section 5.20 Termination ........................................................................................................... 16

SCHEDULE I COMPETITORS 

EXHIBIT A DEFINITIONS 

EXHIBIT B CONFIDENTIALITY AGREEMENT 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 473 of 538
STOCKHOLDERS AGREEMENT 

This Stockholders Agreement (as amended, modified or supplemented from time to time, 

this “Agreement”) is made and entered into as of [●], 2017 (the “Effective Date”) by and among 

[Giraffe New Holding Co., Inc.], a Delaware corporation (the “Company”), and the Stockholders 

(as defined herein). Capitalized terms used, but not otherwise defined, herein have the meanings 

set forth in Exhibit A attached hereto and made a part hereof by reference. 

RECITALS 

A. The Company and certain other affiliated debtors (collectively, the “Debtors”) 

filed a plan of reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, on 

June 16, 2017, which was confirmed by the United States Bankruptcy Court for the Eastern 

District of Virginia on [●], 2017 (including all exhibits, schedules and supplements thereto and 

as amended from time to time in accordance with the terms thereof, the “Plan”). 

B. The Plan provides that the Company and the Stockholders will enter into a 

stockholders agreement to establish certain arrangements with respect to the Company Common 

Stock, and the Company and Stockholders are entering into this Agreement in furtherance of the 

aforesaid provisions of the Plan. 

C. As of the date hereof, the Stockholders hold in the aggregate all of the 

Outstanding Company Common Stock. 

D. The Plan provides that this Agreement shall be deemed to be valid, binding and 

enforceable in accordance with its terms, and each Stockholder shall be deemed to be bound 

hereby, in each case without the need for execution of this Agreement by any party hereto other 

than the Company. 

E. The parties hereto desire to enter into this Agreement to establish certain 

arrangements with respect to the Company Common Stock and other related corporate matters of 

the Company. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements 

hereinafter set forth and other good and valuable consideration, the receipt, adequacy and 

sufficiency of which are hereby acknowledged, the Company and the Stockholders, intending to 

be legally bound, hereby agree as follows: 

ARTICLE I 

STOCKHOLDERS 

Section 1.1 Stockholders. Except for the obligations contained in Section 5.15, a 

Person shall cease to be a Stockholder for all purposes upon the disposition of all of such 

Person’s Company Common Stock. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 474 of 538
 - 2 - 

ARTICLE II 

BOARD OF DIRECTORS; MANAGEMENT AND CONTROL OF BUSINESS 

Section 2.1 Board of Directors. 

(a) The Board, acting in accordance with the terms of this Agreement, shall have the 

right, power and authority to oversee the business and affairs of the Company and to do all things 

necessary or appropriate to manage the business and affairs of the Company, and the Board is 

hereby authorized to take any action of any kind and to do anything and everything the Board 

deems necessary or appropriate in accordance with the provisions of this Agreement, the 

Company’s Charter Documents and applicable law. At all times, the composition of any board 

of directors or equivalent of any Subsidiary of the Company shall be the same as that of the 

Board. 

(b) The Board shall be comprised of seven (7) Directors as follows: 

(i) the chief executive officer of the Company (the “Executive Director”), 

who shall initially be [●]; 

(ii) for so long as Brigade Capital Management and its Affiliates (“Brigade”) 

collectively hold at least the Minimum Designating Ownership, one (1) Director designated by 

Brigade (the “Brigade Director”), who shall initially be [●]; 

(iii) for so long as OppenheimerFunds, Inc. and its Affiliates (“Oppenheimer”) 

collectively hold at least the Minimum Designating Ownership, one (1) Director designated by 

Oppenheimer (the “Oppenheimer Director”), who shall initially be [●]; 

(iv) for so long as Searchlight Capital Partners, L.P. and its Affiliates 

(“Searchlight” and together with Brigade and Oppenheimer, the “Board Designators”) 

collectively hold at least the Minimum Designating Ownership, one (1) Director designated by 

Searchlight (the “Searchlight Director” and together with the Brigade Director and the 

Oppenheimer Director, the “Investor Directors”), who shall initially be [●]; and 

(v) three (3) Directors elected by the Stockholders in accordance with Section 

2.1(c)(iii) and the Company’s Charter Documents (the “At-Large Directors”), who shall initially 

be Ron Beegle of Carriage House Capital Advisors, LLC, [●] and [●].1

(c) Commencing as of the Effective Date, the Board shall be divided, with respect to 

the time for which the Directors shall severally hold office, into three (3) classes as follows: 

(i) the Executive Director and the [●] Director (or any replacement thereof selected in 

accordance with Section 2.1(f) and the Company’s Charter Documents) shall serve in Class I 

with an initial term expiring at the 2018 annual meeting of the Stockholders in accordance with 

the Company’s Charter Documents (the “Class I Directors”), (ii) the [●] Director and the [●] 

Director (or any replacement thereof selected in accordance with accordance with Section 2.1(f) 

 

1 Note to Draft: Remaining At-Large Directors to be designated by the Required Consenting Creditors prior to 

emergence. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 475 of 538
 - 3 - 

and the Company’s Charter Documents) shall serve in Class II with an initial term expiring at the 

2019 annual meeting of the Stockholders in accordance with the Company’s Charter Documents 

(the “Class II Directors”), and (iii) the At-Large Directors (or any replacement thereof selected 

in accordance Section 2.1(f) and the Company’s Charter Documents) shall serve in Class III with 

an initial term expiring at the 2020 annual meeting of the Stockholders in accordance with the 

Company’s Charter Documents (the “Class III Directors”). Commencing with the 2018 annual 

meeting of the Stockholders (in accordance with the Company’s Charter Documents), each 

Director that is elected by the Stockholders shall be elected for a three (3)-year term. 

(d) The Company and the Stockholders shall take all Necessary Action to ensure that 

(i) subject to the applicable Board Designator holding at least the Minimum Designating 

Ownership, each Investor Director designated by the applicable Board Designator shall hold 

office until the earlier to occur of (x) such Investor Director’s death, disability, or 

disqualification and (y) such Investor Director’s retirement, resignation, replacement or removal 

from the Board in accordance with Section 2.1(f) and the Company’s Charter Documents and 

(ii) each At-Large Director shall hold office until the annual meeting of the Stockholders to elect 

the Class III Directors in accordance with Section 2.1(c)(iii) and the Company’s Charter 

Documents or such shorter period resulting from any such At-Large Director’s (x) death, 

disability or disqualification or (y) retirement, resignation, replacement or removal. 

(e) If at any time (i) Brigade holds less than the Minimum Designating Ownership, 

(A) the representative designated by Brigade shall serve as the Brigade Director until the 

expiration of the then-current term of the Class [●] Directors or until such Director’s earlier 

death, disability, disqualification, retirement, resignation or removal, (B) at the subsequent 

election of Class [●] Directors, the Brigade Director shall be elected by the Stockholders in 

accordance with the Company’s Charter Documents (such Director who initially replaces the 

Brigade Director pursuant to this Section 2.1(e) or any Brigade Director thereafter, the 

“Replacement Brigade Director”), and (C) Brigade shall no longer be entitled to designate the 

Brigade Director, (ii) Oppenheimer holds less than the Minimum Designating Ownership, 

(A) the representative designated by Oppenheimer shall serve as the Oppenheimer Director until 

the expiration of the then-current term of the Class [●] Directors or until such Director’s earlier 

death, disability, disqualification, retirement, resignation or removal, (B) at the subsequent 

election of Class [●] Directors, the Oppenheimer Director shall be elected by the Stockholders in 

accordance with the Company’s Charter Documents (such Director who initially replaces the 

Oppenheimer Director pursuant to this Section 2.1(e) or any Oppenheimer Director thereafter, 

the “Replacement Oppenheimer Director”), and (C) Oppenheimer shall no longer be entitled to 

designate the Oppenheimer Director, or (iii) Searchlight holds less than the Minimum 

Designating Ownership, (A) the representative designated by Searchlight shall serve as the 

Searchlight Director until the expiration of the then-current term of the Class [●] Directors or 

until such Director’s earlier death, disability, disqualification, retirement, resignation or removal, 

(B) at the subsequent election of Class [●] Directors, the Searchlight Director shall be elected by 

the Stockholders in accordance with the Company’s Charter Documents (such Director who 

initially replaces the Searchlight Director pursuant to this Section 2.1(e) or any Searchlight 

Director thereafter, together with the Replacement Brigade Director and the Replacement 

Oppenheimer Director, the “Replacement Directors”), and (C) Searchlight shall no longer be 

entitled to designate the Searchlight Director. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 476 of 538
 - 4 - 

(f) Subject to the applicable Board Designator holding at least the Minimum 

Designating Ownership, (i) each Investor Director shall serve solely at the discretion of the 

Board Designator that designated such Investor Director and (ii) any Investor Director may be 

removed (which removal may occur at any time with or without cause) and replaced only by the 

Board Designator that designated such Director and any vacancy on the Board resulting from the 

death, disability, retirement, resignation, disqualification or removal of such Investor Director 

shall be filled only by such Board Designator, and the Company and the Stockholders shall take 

all Necessary Action as may be required to facilitate and implement the immediate appointment 

of such replacement Investor Director to the Board. If the chief executive officer of the 

Company is removed or resigns or is otherwise replaced as an officer of the Company, such 

person shall automatically, and without any action by the Board or the Stockholders, cease to be 

the Executive Director, and the Company’s successor chief executive officer appointed pursuant 

to the Company’s Charter Documents shall automatically become the Executive Director 

pursuant to Section 2.1(a)(i) and the Company and the Stockholders shall take all Necessary 

Action to ensure that such successor chief executive officer is elected as the Executive Director 

at the subsequent election of Class I Directors. The At-Large Directors and the Replacement 

Directors may be removed and replaced in accordance with the Company’s Charter Documents, 

and any vacancy on the Board resulting from the death, disability, retirement, resignation, 

disqualification or removal of any such Director shall be filled by the affirmative vote of a 

majority the Directors then serving on the Board. 

(g) A Director may resign from the Board at any time upon delivery of written notice 

to the Board and the Stockholder(s) that designated or elected him or her, and any such vacancy 

shall be filled in accordance with Section 2.1(f). 

Section 2.2 Restrictions on Authority of the Board. 

(a) Notwithstanding anything to the contrary in this Agreement, none of the 

following actions may be taken by the Company, directly or indirectly (and the Company shall 

cause its Subsidiaries to refrain from taking such actions) without a Stockholder Approval: 

(i) any merger, consolidation, reorganization or equity recapitalization of the 

Company or its Subsidiaries (other than mergers or consolidations of a wholly owned Subsidiary 

of the Company with another wholly owned Subsidiary of the Company or with the Company); 

(ii) any sale, assignment or other transfer of all or substantially all of the 

assets or properties of the Company and its Subsidiaries (in each case, on a consolidated basis) 

other than (x) sales, assignments and transfers between a wholly owned Subsidiary of the 

Company and the Company or another wholly owned Subsidiary of the Company or (y) a pledge 

of assets of the Company and its Subsidiaries in accordance with the exit term loan facility 

provided by the DIP Term Loan Lenders (as defined in the Plan) to be entered into by the 

Debtors or any of their successors on the terms set forth in the Exit Term Loan Facility Term 

Sheet attached as Annex IV to that certain Restructuring Support Agreement, dated June 11, 

2017, by and among the Debtors, the Sponsor and the Consenting Creditors (each as defined in 

the Plan); 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 477 of 538
 - 5 - 

(iii) any liquidation, dissolution or winding up, bankruptcy or consenting to the 

entry of a decree or order appointing a trustee, custodian, receiver, liquidator, assignee or similar 

official, in each case, of the Company or any material Subsidiary of the Company, or any action 

that would cause the foregoing; 

(iv) any amendment, modification or waiver of the Charter Documents of the 

Company or any of the Company’s material Subsidiaries other than (A) to correct any 

typographical or similar ministerial error, (B) to delete or add any provision required to be so 

deleted or added by any applicable law, (C) to cure any ambiguity or to correct or supplement 

any provision which may be inconsistent with any provision herein, and (D) to make any 

immaterial amendment or modification that is deemed necessary or appropriate by the Board, in 

each case set forth in clauses (A) through (D) above, which does not adversely affect the rights 

or obligations of any Stockholder, in its capacity as a Stockholder; provided that any such 

amendment that reasonably would be expected to disproportionately and adversely affect any 

Stockholder, in its capacity as a Stockholder, as compared to the other Stockholders, shall also 

require the prior written consent of each Stockholder so affected; 

(v) [on or prior to [●],] any initial public offering of Company Common Stock 

or other class of equity securities of the Company or the entry into any other transaction or 

permitting the occurrence of any other event (including any Transfer) that would result in or 

require the Company becoming subject to Section 13 of the Exchange Act in connection with the 

Company Common Stock or any other class of equity securities of the Company [(it being 

understood that, following [●], the actions set forth in this clause (viii) shall not require 

Stockholder Approval pursuant to this Section 2.2(a))]; provided that this Section 2.2(a)(viii) 

shall not apply to actions required of the Company pursuant to the Registration Rights 

Agreement; 

(vi) engagement in any material new line of business substantially unrelated to 

any business or activity of the Company or any of its Subsidiaries currently conducted as of the 

date hereof, or any business or activity that is reasonably similar thereto or a reasonable 

extension, development or expansion thereof, or is complementary, incidental, ancillary or 

related thereto; 

(vii) implementation of a new management Equity Incentive Plan or similar 

arrangement which could result, when combined with all other Equity Incentive Plans, in the 

aggregate issuance of more than [●] percent ([●]%) of the Outstanding Company Common 

Stock; or 

(viii) entry into any agreement, commitment or arrangement to effect, or 

requiring the Company or any of its Subsidiaries to effect, any of the foregoing. 

(b) Affiliate Transactions. Excluding transactions in accordance with Section 4.1, 

including Section 4.1(e), the Company shall not, and shall cause each of its Subsidiaries not to, 

enter into, modify (including by waiver) or terminate any transaction or series of related 

transactions, or agreement, with any holder of Company Common Stock that (together with its 

Affiliates) holds at least [●] percent ([●]%) of the Outstanding Company Common Stock or with 

any Director or officer of the Company, or with any Affiliate of any of the foregoing (any such 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 478 of 538
 - 6 - 

transaction or series of related transactions or agreements, an “Affiliate Transaction”), unless 

(i) a majority of the Directors then serving on the Board who are not party to, or affiliated with 

such holder, or Affiliate thereof, that is a party to, such Affiliate Transaction (such majority, a 

“Majority of Disinterested Directors”) reasonably determines that such Affiliate Transaction is 

on terms that are at least as favorable to the Company and its Subsidiaries as could reasonably be 

obtained from an independent third party, (ii) such Affiliate Transaction is approved by a 

Majority of Disinterested Directors, and (iii) if and to the extent that an Affiliate Transaction 

involves the aggregate payment to or by the Company and its Subsidiaries equal to or in excess 

of [five million] dollars ($[5,000,000]), in addition to meeting the requirements in clauses (i) and 

(ii), either (x) the Company has obtained an opinion from a nationally recognized accounting or 

investment banking firm (to be selected and paid by the Company) that is independent, with no 

direct or indirect financial interest in the Company or its Subsidiaries, or in the proposed 

Affiliate Transaction or any other party thereto, that the proposed Affiliate Transaction is fair to 

the Stockholders from a financial point of view or (y) Stockholder Approval is obtained with 

respect to such Affiliate Transaction (disregarding, for such purposes, any holder of Company 

Common Stock, or Affiliate thereof, that is a party to such Affiliate Transaction, and the shares 

of Company Common Stock held by such Persons). Notwithstanding the foregoing or anything 

to the contrary in this Agreement, except as required by applicable law, the Company’s 

performance of its obligations under the Backstop Commitment Agreement or in connection with 

the consummation of the Rights Offerings, in each case in accordance with the Plan, shall not 

require any further consent or approval of the Board or the Stockholders. 

Section 2.3 Directors’ Non-exclusive Services. No Director shall be required to 

manage the Company as his or her sole and exclusive function and any Director or Stockholder 

may have other business interests and may engage in other activities in addition to those relating 

to the Company. 

Section 2.4 Reimbursement of Expenses. Each Director shall be entitled to 

reimbursement from the Company of all expenses reasonably incurred and paid by such Director 

in connection with such Director’s services as a Director or otherwise incurred for the benefit of, 

or on behalf of, the Company. The Board may establish, from time to time, policies relating to 

expense reimbursement (including the types of expenses, such as retained counsel or other 

advisors, that will be reimbursable), which policies shall treat and apply to each Director (other 

than any employee of the Company serving as a Director) equally. 

ARTICLE III 

INFORMATION RIGHTS 

Section 3.1 Information Rights of Stockholders; Records Required by the DGCL; 

Right of Inspection. 

(a) Each Stockholder, other than any Stockholder that is a Competitor, shall have the 

right to receive the following information (which right the Company may satisfy by providing 

access to each Stockholder to a confidential website such as Intralinks and timely posting such 

information on such website (which website shall have a system of email notification of new 

postings and may require confirmation by viewers of the site of the confidentiality obligations set 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 479 of 538
 - 7 - 

forth in Section 5.15, a “Secure Site”)), and each Stockholder may share and discuss such 

information (along with any other information provided to Stockholders pursuant to this 

Agreement and otherwise made available to Stockholders via the Secure Site) with its Affiliates, 

directors, officers, partners, managers, stockholders, employees, investors and advisors as well as 

any bona fide prospective purchaser of Company Common Stock that (x) is not a Competitor and 

(y) has entered into, and delivered to the Company, a confidentiality agreement substantially in 

the form set forth on Exhibit B attached hereto regarding the treatment of such information (and 

for the avoidance of doubt, at its election, the Company may share and discuss such information 

with any prospective purchaser of Company Common Stock): 

(i) within [ninety (90)] days of the end of each fiscal year, copies of all 

annual financial statements and similar information of the Company and its Subsidiaries as of the 

end of such fiscal year, which financial statements shall (w) include a comparison to the prior 

fiscal year results; (x) be prepared in accordance with GAAP on a private company basis (for the 

avoidance of doubt, no SAS 100 review or compliance with any other requirement of Regulation 

S-X under the Securities Act shall be required in connection with such financial statements); 

(y) be audited by a nationally recognized accounting firm approved by the Board and 

accompanied by a report and opinion thereon by such accounting firm prepared in accordance 

with generally accepted auditing standards that is not subject to any qualification as to the scope 

of such audit or with respect to accounting principles followed by the Company or any of its 

Subsidiaries not in accordance with GAAP; and (z) be certified by the chief financial officer of 

the Company; and 

(ii) for each of the first three (3) fiscal quarters of each fiscal year of the 

Company, copies of all unaudited quarterly financial statements and similar information of the 

Company and its Subsidiaries as of the end of such fiscal quarter, which financial statements 

shall (x) include year-to-date results and a comparison to the corresponding period in the prior 

fiscal year; (y) be prepared in accordance with GAAP on a private company basis (for the 

avoidance of doubt, no SAS 100 review or compliance with any other requirement of Regulation 

S-X under the Securities Act shall be required in connection with such financial statements); and 

(z) be delivered no later than [forty-five (45)] days following the end of each such fiscal quarter. 

(b) During the term of the Company’s existence there shall be maintained in the 

Company’s principal office or at the office of the Company’s agents and representatives all 

records required to be kept pursuant to the DGCL, including (whether or not so required) a 

current list of the names, addresses and shares of Company Common Stock held by each of the 

Stockholders (including the dates on which each of the Stockholders became a Stockholder), 

copies of federal, state and local information or income tax returns for each of the Company’s 

tax years, copies of this Agreement and each of the Company’s Charter Documents, including all 

amendments thereto and restatements thereof, and correct and complete books and records of 

account of the Company. Prior to any termination of the Company’s existence, the Company 

shall use all reasonable efforts to ensure that, for a period of six (6) years after any such 

termination, such information, to the extent still in existence and available, may be obtained by a 

Stockholder’s request in writing to a legal advisor or agent of the Company to be designated 

prior to any such termination, with the cost (as reasonably determined by such legal advisor or 

agent) of accessing and providing such information being borne by the requesting Stockholder. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 480 of 538
 - 8 - 

(c) On written request stating the purpose, a Stockholder that (together with its 

Affiliates) holds at least [●] percent ([●]%) of the Outstanding Company Common Stock may 

make reasonable inquiries of management and examine, at any reasonable time during business 

hours, for any proper purpose reasonably related to such Stockholder’s interest as a Stockholder 

of the Company, and at the Stockholder’s expense, records of the Company and its Subsidiaries; 

provided that the Company may limit access to certain information if the Board reasonably 

deems such information to be competitively sensitive with respect to the Stockholder requesting 

such access or if granting such access could reasonably be expected in the loss or impairment of 

the Company to claim attorney client privilege, work product doctrine, or a similar protective 

privilege or doctrine with respect to the information, or to violate applicable law (provided that 

the Company shall use its reasonable best efforts to allow for such access in a way that would not 

have any of the foregoing effects). Upon written request by any Stockholder made to the 

Company, the Company shall provide or make available to such Stockholder without charge true 

copies of this Agreement, the Company’s Charter Documents, and all amendments thereto and 

restatements thereof, which documents may be provided to such Stockholder by posting them on 

a Secure Site. 

Section 3.2 Information Rights of the Company. The Company may from time to 

time, but a Stockholder may be compelled to answer no more frequently than once per calendar 

quarter (unless, with respect to clause (a) of this Section 3.2, required by applicable law), 

reasonably request of any or all Stockholders information (a) needed by the Company to comply 

with applicable law or any contract entered into by the Company or any of its Subsidiaries, 

including any financing arrangements, and/or (b) regarding such Stockholder’s “accredited 

investor” status (within the meaning of Regulation D promulgated under the Securities Act). 

ARTICLE IV 

PREEMPTIVE RIGHTS; REGISTRATION RIGHTS 

Section 4.1 Preemptive Rights. Any issuance of New Securities by the Company or 

any of its Subsidiaries, other than an issuance of Exempt Securities, shall be subject to the 

following provisions: 

(a) Right to Purchase New Securities. Except as otherwise provided in this Section 

4.1 (including Section 4.1(e)), the Company hereby grants to each Stockholder that (i) at the time 

of the relevant issuance, sale or distribution is an “accredited investor” within the meaning of 

Regulation D promulgated under the Securities Act and (ii) together with its Affiliates, holds of 

record as of the Preemptive Offer Record Date (as defined below) at least [●] percent ([●]%) of 

the Outstanding Company Common Stock (each such Stockholder, a “Qualified Stockholder”) 

the right to purchase its pro rata share of any and all issuances, sales or distributions of New 

Securities proposed to be made by the Company or any of its Subsidiaries as set forth herein. 

(b) Issuance Notice. The Company shall give each Qualified Stockholder written 

notice of the Company’s intention to issue or sell New Securities (as applicable, the “Offered 

Securities”) (which notice may be provided by posting the requisite information on a Secure Site 

and notifying (or causing notification to be delivered to) each such Qualified Stockholder of such 

posting in writing in accordance with Section 5.12) (the “Issuance Notice”), describing the type 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 481 of 538
 - 9 - 

and terms of the Offered Securities, the price at which such Offered Securities will be issued or 

sold and the general terms upon which the Company proposes to issue or sell such Offered 

Securities, including the anticipated date of such issuance, sale or distribution, the general use of 

proceeds thereof, a description of both the business purpose of the offering of such Offered 

Securities and the dilutive effects, if any, of such offering, the record date for determining 

Qualified Stockholders, which, if not specified in the Issuance Notice, shall be the date of the 

Issuance Notice (the “Preemptive Offer Record Date”), and such Qualified Stockholder’s pro 

rata share of such Offered Securities. Each Qualified Stockholder shall have ten (10) Business 

Days from the date the Issuance Notice is sent to deliver notice (the “Response Notice”) of its 

intention to purchase all or any portion of its pro rata share of the Offered Securities, based on 

the ratio of the shares of Company Common Stock held by such Qualified Stockholder on the 

Preemptive Offer Record Date to the number of shares of Company Common Stock held by all 

of the holders of Company Common Stock on the Preemptive Offer Record Date, and stating 

therein the quantity of Offered Securities it intends to purchase (each Qualified Stockholder who 

delivers a Response Notice hereunder is a “Purchaser” for purposes of this Section 4.1). Such 

Response Notice shall constitute the irrevocable agreement of such Purchaser to purchase the 

quantity of Offered Securities indicated in the Response Notice at the price and upon the terms 

stated in the Issuance Notice; provided, however, that if the Company is proposing to issue, sell 

or distribute securities for consideration other than all cash, and subject to the limitations on the 

rights set forth in this Section 4.1, the Company shall accept from such Purchaser either non-cash 

consideration that is reasonably comparable to the non-cash consideration proposed by the 

Company or the cash value of such non-cash consideration, in each case as determined in good 

faith by the Board. Any purchase of Offered Securities by a Purchaser pursuant to this Section 

4.1 shall be consummated on or prior to the later of (x) the date on which all other Offered 

Securities described in the applicable Issuance Notice are issued, sold or distributed and (y) the 

second (2nd) Business Day following delivery of the Response Notice by such Purchaser. 

(c) Reallotment Right. Each Purchaser shall have the further right to subscribe for all 

or any portion of the Offered Securities not subscribed for by Purchasers pursuant to 

Section 4.1(b) to which it may become entitled to purchase under this Section 4.1(c). The 

Response Notice may set forth an amount of additional Offered Securities (“Reallotment 

Securities”) that such Purchaser would be willing to purchase in the event that there is any 

under-subscription for the entire amount of such Offered Securities. In the event that there is 

such an under-subscription, the Company shall apportion the unsubscribed-for Offered Securities 

to those Purchasers whose Response Notices specified an amount of Reallotment Securities, 

which apportionment shall be made among such specifying Purchasers pro rata based upon the 

number of shares of Offered Securities initially subscribed for by each such specifying Purchaser 

relative to the number of shares of Offered Securities initially subscribed for by all such 

specifying Purchasers pursuant to Section 4.1(b); provided, however, that in no event will any 

such specifying Purchaser be obligated to purchase any amount of Reallotment Securities that is 

greater than the amount of additional Offered Securities that such specifying Purchaser stated 

that it would be willing to purchase in the Response Notice of such specifying Purchaser. 

(d) Sale to Other Persons. The Company shall have sixty (60) days from the date of 

the applicable Issuance Notice to consummate an issuance, sale or distribution of any Offered 

Securities which the Qualified Stockholders have not elected to purchase pursuant to Section 

4.1(b) to other Persons at a price and on terms and conditions not less favorable to the Company 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 482 of 538
 - 10 - 

than those contained in the Issuance Notice. In the event that the sale of Offered Securities is not 

fully consummated within such sixty (60)-day period, then the Company shall be obligated once 

again to offer the purchase rights set forth in this Section 4.1 before it may subsequently sell such 

Offered Securities (provided that such sixty (60)-day period shall automatically toll, but not for 

longer than one-hundred and eighty (180) days to the extent regulatory approval would be 

required for such Person to acquire such Offered Securities). 

(e) Exempt Securities. Notwithstanding the foregoing provisions of this Section 4.1, 

Qualified Stockholders shall not have the right to participate in the issuance, sale or distribution 

of any New Securities which are otherwise authorized to be issued in accordance with this 

Agreement (i) if such New Securities were issued as consideration in any merger, consolidation 

or combination with or acquisition of securities or assets of another Person in exchange for New 

Securities, (ii) if made upon conversion or exercise of any rights, convertible securities, options 

or warrants to purchase Company Common Stock or other capital stock of the Company, (iii) if 

made by any Subsidiary of the Company to the Company or any of its direct or indirect wholly 

owned Subsidiaries, (iv) if made as securities which are the subject of a registration statement 

being filed under the Securities Act pursuant to a Qualified IPO, (v) if made to Directors, 

officers, employees or consultants as compensation pursuant to any Equity Incentive Plans or as 

compensation for services rendered or to be rendered to the Company or any of its Subsidiaries 

or otherwise due to his or her status as a service provider to the Company or any of its 

Subsidiaries, (vi) if such New Securities were issued in connection with the Backstop 

Commitment Agreement, or in connection with the consummation of the Rights Offerings in 

accordance with the Plan, (vii) if such New Securities were issued in connection with any joint 

venture, strategic alliance or partnership or similar transaction or arrangement (in each case as 

determined by the Board acting in good faith) or (viii) if such New Securities were issued 

pursuant to any pro rata stock split or stock dividend (the New Securities described in the 

foregoing clauses (i) through (viii), “Exempt Securities”). 

(f) Accelerated Buyer Transactions. Nothing in this Section 4.1 shall prevent the 

Company or its Subsidiaries from issuing or selling to any Person (the “Accelerated Buyer”) any 

New Securities without first complying with the provisions of this Section 4.1; provided that in 

connection with such issuance or sale (i) the Company gives reasonably prompt notice to the 

Qualified Stockholders of such issuance (after such issuance has occurred), which notice shall 

describe in reasonable detail the New Securities purchased by the Accelerated Buyer and the 

purchase price thereof and (ii) the Accelerated Buyer and the Company enable the Qualified 

Stockholders to effectively exercise their respective rights under this Section 4.1 with respect to 

their purchase of their pro rata share of the New Securities issued to the Accelerated Buyer 

within fifteen (15) Business Days after receipt of the notice by the Qualified Stockholder of such 

issuance to the Accelerated Buyer on the terms specified in this Section 4.1. The Preemptive 

Offer Record Date for such issuance shall be the date such New Securities are issued to the 

Accelerated Buyer. 

Section 4.2 Registration Rights. The Stockholders shall have the registration rights 

set forth the Registration Rights Agreement. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 483 of 538
 - 11 - 

ARTICLE V 

MISCELLANEOUS 

Section 5.1 Complete Agreement. This Agreement, the Plan and the other 

agreements expressly referenced in this Agreement and the Plan constitute the complete and 

exclusive statement of agreement among the Stockholders with respect to the subject matter 

hereof. This Agreement supersedes all prior written and oral statements by and among the 

Stockholders or any of them, and except as otherwise specifically contemplated by this 

Agreement, no representation, statement, or condition or warranty not contained in this 

Agreement will be binding on the Stockholders or the Company or have any force or effect 

whatsoever. 

Section 5.2 Certain Actions. The Company by its execution hereof acknowledges 

that it has actual notice of the terms of this Agreement, consents hereto and hereby covenants 

with each of the Stockholders that it will at all times during the term of this Agreement be 

governed by the terms and provisions hereof in carrying out its business and affairs and, 

accordingly, shall give or cause to be given such notices, execute or cause to be executed such 

documents and do or cause to be done all such acts, matters and things as may from time to time 

be necessary or required to carry out the terms and intent hereof. 

Section 5.3 Governing Law. This Agreement and the rights of the parties hereunder 

will be governed by, interpreted, and enforced in accordance with the laws of the State of 

Delaware, without reference to conflicts of law principles that would require the application of 

the laws of another jurisdiction. 

Section 5.4 No Assignment. No party hereto may assign any of its respective rights 

or delegate any of its respective obligations under this Agreement, and any attempted assignment 

or delegation in violation of the foregoing shall be null and void. 

Section 5.5 Binding Effect. Subject to the provisions of this Agreement relating to 

transferability or assignment, this Agreement will be binding upon and inure to the benefit of the 

Company and each of the Stockholders, and their respective heirs, devisees, spouses, 

distributees, representatives, successors and permitted assigns. 

Section 5.6 Severability. If any provision of this Agreement is held to be illegal, 

invalid, or unenforceable under any present or future laws applicable to the Company effective 

during the term of this Agreement, such provision will be fully severable; this Agreement will be 

construed and enforced as if such illegal, invalid, or unenforceable provision had never 

comprised a part of this Agreement; and the remaining provisions of this Agreement will remain 

in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision 

or by its severance from this Agreement. 

Section 5.7 No Partition. The parties acknowledge that the assets and properties of 

the Company are not and will not be suitable for partition. Thus, each Stockholder (on behalf of 

such Stockholder and their respective successors and assigns) hereby irrevocably waives any and 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 484 of 538
 - 12 - 

all rights that such Stockholder may have to maintain any action for partition of such assets and 

properties, if any. 

Section 5.8 Additional Documents and Acts. Each party hereto agrees to execute 

and deliver such additional documents and instruments and to perform such additional acts as 

may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, 

provisions, and conditions of this Agreement and the transactions contemplated hereby. 

Section 5.9 No Employment Rights. Nothing in this Agreement shall confer upon 

any Person any right to be employed or to continue employment by the Company or any of its 

Affiliates, or interfere in any manner with any right of the Company or any of its Affiliates to 

terminate such employment at any time. 

Section 5.10 Amendments; Termination of Equity Rights. 

(a) All amendments to this Agreement will be in writing and subject to receipt of 

Stockholder Approval and approval by any other Stockholders whose approval is required 

pursuant to Section 5.10(b). 

(b) Any amendment or other modification that would adversely affect any 

Stockholder’s rights set forth in Section 2.1 or Section 3.1 shall require the written consent of 

each such Stockholder adversely affected; provided, however, that any amendment to Section 3.1 

that only provides for a reasonable extension of time for the delivery of the financial statements 

or the other information to be delivered pursuant thereto shall only require a Stockholder 

Approval. If any amendment or other modification would adversely affect the rights and 

obligations of any Stockholder in a manner disproportionate relative to any other Stockholder or 

would subject a Stockholder to any obligation or liability not shared by each of the other 

Stockholders, then such amendment or other modification shall not be effective without the 

written consent of such Stockholder. 

Section 5.11 No Waiver. No delay, failure or waiver by any party to exercise any right 

or remedy under this Agreement, and no partial or single exercise of any such right or remedy, 

will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy, nor will 

any single or partial exercise of such right or remedy limit, preclude, impair or waive any further 

exercise of such right or remedy or the exercise of any other right or remedy. 

Section 5.12 Notices. Except as otherwise provided elsewhere in this Agreement 

regarding notices by electronic mail or other electronic means to Stockholders and the Board and 

regarding proxies, all notices, requests, demands and other communications required or 

permitted to be given hereunder shall be in writing and shall be delivered (a) by personal 

delivery, (b) by a nationally recognized overnight courier service, (c) by telefacsimile or 

electronic mail, using equipment that provides written confirmation of delivery, or (d) by deposit 

in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested, to the 

Company at its principal executive office and to any Stockholder at the address then shown as 

the current address of such Stockholder specified on the Stockholder Registry. Any such notice 

shall be deemed to have been given on the date so delivered, if delivered personally, by 

overnight courier service or by electronic mail; or if by telefacsimile, on the first (1st) calendar 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 485 of 538
 - 13 - 

day following the transmission of such facsimile; or if mailed, four (4) calendar days after 

mailing. Any party may, at any time by giving five (5) calendar days’ prior written notice to the 

Company, specify a different address (physical or electronic) or telefacsimile number or 

electronic mail address for notice purposes by sending notice thereof in the foregoing manner. 

Any notice required to be given by the Company to Stockholders, including pursuant to Section 

228(e) of the DGCL, may be given by posting to a Secure Site (with email notification of such 

posting to each Stockholder), and shall be deemed to be delivered on the date such posting is 

made. 

Section 5.13 Consent to Jurisdiction; WAIVER OF JURY TRIAL. 

(a) Consent to Jurisdiction. The Company and each Stockholder (i) irrevocably 

submit to the exclusive jurisdiction of any state court in the State of Delaware, and the United 

States District Court for the District of Delaware (and the appropriate appellate courts), for the 

purposes of any suit, action or other proceeding arising out of this Agreement and (ii) agree to 

commence any such action, suit or proceeding either in the United States District Court for the 

District of Delaware or if such suit, action or other proceeding may not be brought in such court 

for jurisdictional reasons, in any state court in the State of Delaware. Notwithstanding the 

foregoing, any party hereto may commence an action, suit or proceeding with any governmental 

body anywhere in the world for the sole purpose of seeking recognition and enforcement of a 

judgment of any court referred to in the first sentence of this Section 5.13(a). The Company and 

each Stockholder further (x) agree that service of any process, summons, notice or document by 

U.S. registered mail to such party’s respective address set forth on the Stockholder Registry (or 

in the case of the Company, at the Company’s principal office) shall be effective service of 

process for any action, suit or proceeding in Delaware with respect to any matters to which it has 

submitted to jurisdiction in this Section 5.13(a) and (y) irrevocably and unconditionally waive 

any objection to the laying of venue of any action, suit or proceeding arising out of this 

Agreement in (A) any state court in the State of Delaware, or (B) the United States District Court 

for the District of Delaware, and hereby further irrevocably and unconditionally waive and agree 

not to plead or claim in any such court that any such action, suit or proceeding brought in any 

such court has been brought in an inconvenient forum. 

(b) WAIVER OF JURY TRIAL. THE COMPANY AND EACH STOCKHOLDER 

HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 

ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION 

DIRECTLY OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN 

RESPECT OF THIS AGREEMENT OR ANY SUCH STOCKHOLDER’S OWNERSHIP OF 

COMPANY COMMON STOCK. THE COMPANY AND EACH STOCKHOLDER 

(I) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 

COMPANY OR ANY STOCKHOLDER HAS REPRESENTED, EXPRESSLY OR 

OTHERWISE, THAT THE COMPANY OR SUCH STOCKHOLDER WOULD NOT, IN THE 

EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND 

(II) ACKNOWLEDGE THAT THE COMPANY AND EACH STOCKHOLDER HAVE BEEN 

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE 

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13(B). 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 486 of 538
 - 14 - 

Section 5.14 No Third Party Beneficiary. Except as expressly provided in Section 

5.5, this Agreement is made solely and specifically among and for the benefit of the parties 

hereto (including each Stockholder), and their respective successors and permitted assigns, and 

no other Person will have any rights, interest, or claims hereunder or be entitled to any benefits 

under or on account of this Agreement as a third party beneficiary or otherwise. 

Section 5.15 Confidentiality. 

(a) The terms of this Agreement, the identity of any Person with whom the Company 

may be holding discussions with respect to any investment, acquisition, disposition or other 

transaction, any information disclosed to or received by any Stockholder pursuant to Section 3.1 

or Exhibit B and all other business, financial or other information relating directly to the conduct 

of the business and affairs of the Company or its Subsidiaries or the relative or absolute rights or 

interests of any of the Stockholders (collectively, the “Confidential Information”) that has not 

been publicly disclosed by the Company is confidential and proprietary information of the 

Company, the disclosure of which may cause irreparable harm to the Company and the 

Stockholders. Accordingly, each Stockholder represents that it has not and agrees that it will not 

and will direct its stockholders, partners, directors, officers, agents, representatives, attorneys, 

accountants, advisors, employees, and Affiliates (collectively, its “Representatives”) not to, 

disclose to any Person any Confidential Information or confirm any statement made by third 

Persons regarding Confidential Information until the Company has publicly disclosed the 

Confidential Information; provided, however, that any Stockholder (or its Affiliates) may 

disclose such Confidential Information: (i) to the extent required by law (it being specifically 

understood and agreed that anything required to be set forth in a registration statement or any 

other document required to be filed pursuant to law will be deemed required by law, so long as 

the requirement to file such registration statement does not arise primarily in connection with a 

Transfer of securities of the Company), regulation, the listing standards of any national securities 

exchange or required or requested by any governmental authority having applicable jurisdiction, 

(ii) to the extent that the Confidential Information is publicly known or subsequently becomes 

publicly known other than through a breach of this Section 5.15(a) by such Stockholder, (iii) to 

the extent that the Confidential Information is already in possession of, or is subsequently 

received by, a Stockholder from a third party not known by the Stockholder to be subject to an 

obligation of confidentiality owed to the Company, or (iv) to a prospective Transferee that (x) is 

not known by such Stockholder to be a Competitor and (y) has entered into reasonable 

confidentiality arrangements enforceable by the Company as described in Section 3.1(a), subject 

to the terms and conditions of such arrangements. Notwithstanding the foregoing, each 

Stockholder may disclose Confidential Information to its Representatives (i) who such 

Stockholder determines in good faith need to know such information for the sole purpose of 

advising such Stockholder and (ii) who are informed by such Stockholder of the confidential 

nature of such information; provided that each Stockholder will be responsible for any violation 

of this Section 5.15 by any of its Representatives as if they were parties hereto. 

(b) Each Stockholder hereby consents in advance to any motion for any protective 

order brought by the Company or any other Stockholder represented as being intended by the 

movant to implement the purposes of this Section 5.15; provided that, if a Stockholder receives a 

request to disclose any Confidential Information under the terms of a valid and effective order 

issued by a court or governmental agency and the order was not sought by or on behalf of or 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 487 of 538
 - 15 - 

consented to by such Stockholder, then such Stockholder may disclose the Confidential 

Information to the extent required if the Stockholder as promptly as practicable (i) notifies the 

Company of the existence, terms and circumstances of the order, (ii) consults in good faith with 

the Company on the advisability of taking legally available steps to resist or to narrow the order 

and cooperates with the reasonable requests of the Company, at the Company’s sole cost and 

expense, in connection with the foregoing, and (iii) if disclosure of the Confidential Information 

is required, exercises its commercially reasonable efforts to obtain a protective order or other 

reliable assurance that confidential treatment will be accorded to the portion of the disclosed 

Confidential Information that the Company designates. The cost (including attorneys’ fees and 

expenses) of obtaining a protective order covering Confidential Information designated by the 

Company will be borne by the Company. 

(c) The covenants contained in this Section 5.15 will survive the Transfer of 

Company Common Stock of any Stockholder and the termination of this Agreement; provided, 

however, that this Section 5.15 will cease to be of any force and effect on the second (2nd) 

anniversary of the termination of this Agreement. 

Section 5.16 Business Opportunities. To the fullest extent permitted by Section 

122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly 

agreed in writing by the Company and any applicable Consenting Creditor (as defined in the 

Plan) (each, an “Investor” and together the “Investors”), the Company, on behalf of itself and its 

Subsidiaries, renounces and waives any interest or expectancy of the Company and its 

Subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any 

potential transactions, matters or business opportunities (including, without limitation, any 

business activities or lines of business that are the same as or similar to those pursued by, or 

competitive with, the Company or any of its Subsidiaries or any dealings with customers or 

clients of the Company or any of its Subsidiaries) that are from time to time presented to any of 

the Investors or any of their respective Representatives even if the transaction, matter or 

opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have 

pursued or had the ability or desire to pursue if granted the opportunity to do so and no such 

person shall be liable to the Company or any of its Subsidiaries or its Affiliates for breach of any 

fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such 

person pursues, acquires or participates in such business opportunity, directs such business 

opportunity to another person or fails to present such business opportunity, or information 

regarding such business opportunity, to the Company or its Subsidiaries. Without limiting the 

foregoing renunciation, the Company acknowledges that certain Investors are in the business of 

making investments in, and have investments in, other businesses similar to and that may 

compete with the Company’s businesses (“Competing Businesses”), and agrees that each such 

Investor shall have the right to make additional investments in or have relationships with other 

Competing Businesses independent of its investment in the Company. Any person purchasing or 

otherwise acquiring any interest in any shares of capital stock of the Company shall be deemed 

to have notice of and consented to the provisions of this Section 5.16. Neither the alteration, 

amendment or repeal of this Section 5.16, nor the adoption of any provision of this Agreement 

inconsistent with this Section 5.16, nor, to the fullest extent permitted by the laws of the State of 

Delaware, any modification of law, shall eliminate or reduce the effect of this Section 5.16 in 

respect of any business opportunity first identified or any other matter occurring, or any cause of 

action, suit or claim that, but for this Section 5.16, would accrue or arise, prior to such alteration, 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 488 of 538
 - 16 - 

amendment, repeal, adoption or modification. If any provision or provisions of this Section 5.16 

shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason 

whatsoever: (a) the validity, legality and enforceability of such provisions in any other 

circumstance and of the remaining provisions of this Section 5.16 (including, without limitation, 

each portion of any paragraph of this Section 5.16 containing any such provision held to be 

invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall 

not in any way be affected or impaired thereby and (b) to the fullest extent possible, the 

provisions of this Section 5.16 (including, without limitation, each such portion of any paragraph 

of this Section 5.16 containing any such provision held to be invalid, illegal or unenforceable) 

shall be construed so as to permit the Company to protect its Representatives from personal 

liability in respect of their good faith service to or for the benefit of the Company to the fullest 

extent permitted by law. This Section 5.16 shall not limit any protections or defenses available 

to, or indemnification or advancement rights of, any director or officer of the Company under 

this Agreement, the Charter Documents of the Company or applicable law. 

Section 5.17 Cumulative Remedies; Specific Performance. 

(a) The rights and remedies of any party hereto as set forth in this Agreement are not 

exclusive and are in addition to any other rights and remedies now or hereafter provided by law 

or at equity. 

(b) The parties hereto agree and acknowledge that money damages may not be an 

adequate remedy for any breach of the provisions of this Agreement and that, in addition to any 

other rights and remedies at law or in equity existing in its favor, any non-breaching party hereto 

shall be entitled to seek specific performance and/or other injunctive relief from any court of law 

or equity of competent jurisdiction (without posting any bond or other security) in order to 

enforce or prevent violation of the provisions of this Agreement. 

Section 5.18 Exhibits and Schedules. All Exhibits and Schedules attached hereto are 

hereby incorporated by reference into, and made a part of, this Agreement. 

Section 5.19 Interpretation. The titles and section headings set forth in this 

Agreement are for convenience only and shall not be considered as part of agreement of the 

parties hereto. When the context requires, the plural shall include the singular and the singular 

the plural, and any gender shall include all other genders or neuter. The words “include,” 

“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. 

No provision of this Agreement shall be interpreted or construed against any party because such 

party or its counsel was the drafter thereof. Any reference to the DGCL or other statutes or laws 

will include all amendments, modifications, or replacements of the specific sections and 

provisions concerned. Numbered or lettered articles, sections, and subsections herein contained 

refer to articles, sections, and subsections of this Agreement unless otherwise expressly stated. 

Section 5.20 Termination. This Agreement will be automatically effective as of the 

Effective Date and will continue in effect thereafter until the earlier to occur of (a) its termination 

by the unanimous written consent of all Stockholders, (b) the dissolution, liquidation or winding 

up of the Company and (c) the occurrence of a Public Listing. This Article V shall survive any 

termination of this Agreement. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 489 of 538
Schedule I – Page 1 

SCHEDULE I 

COMPETITORS 

[To be supplied.] 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 490 of 538
Exhibit A – Page 1 

EXHIBIT A 

DEFINITIONS 

As used in this Agreement, the following terms will have the following meanings, and all 

section references shall be to sections in this Agreement unless otherwise provided: 

“Accelerated Buyer” has the meaning set forth in Section 4.1(e). 

“Affiliate(s)” means with respect to any Person, (i) any other Person that directly or 

indirectly through one or more intermediaries controls, or is controlled by, or is under common 

control with, such Person (for the purposes of this definition, “control” (including, with 

correlative meanings, the terms “controlling,” “controlled by” and “under common control 

with”), as used with respect to any Person, means the possession, directly or indirectly, of the 

power to direct or cause the direction of the management or policies of such Person, whether 

through the ownership of voting securities, by agreement or otherwise); provided, however, that 

neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of 

the Stockholders (and vice versa), (ii) if such Person is an investment fund, an Affiliate shall 

include any other investment fund the primary investment advisor to which, or an Affiliate of 

such primary investment advisor, is the primary investment advisor to such Person and (iii) if 

such Person is a natural Person, any Family Member of such natural Person. 

“Affiliate Transaction” has the meaning set forth in Section 2.2(b). 

“Agreement” has the meaning set forth in the preamble. 

“At-Large Directors” has the meaning set forth in Section 2.1(b)(vi). 

“Backstop Commitment Agreement” has the meaning set forth in the Plan. 

“Board” means the board of directors of the Company. 

“Board Designators” has the meaning set forth in Section 2.1(b)(iv). 

“Brigade” has the meaning set forth in Section 2.1(b)(ii). 

“Brigade Director” has the meaning set forth in Section 2.1(b)(ii). 

“Business Day” means any day other than a Saturday, Sunday or date on which 

commercial banks in New York, New York are authorized by law to close for business. 

“Charter Documents” means, with respect to the Company, the certificate of 

incorporation and bylaws of the Company, as the same may be amended, supplemented, 

modified or restated from time to time, and with respect to any other Person, the articles of 

incorporation, bylaws, certificate of incorporation, certificate of formation, operating agreement, 

partnership agreement or any other similar incorporating or formation documents of such Person, 

as the same may be amended, supplemented, modified or restated from time to time. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 491 of 538
Exhibit A – Page 2 

“Class I Directors” has the meaning set forth in Section 2.1(c). 

“Class II Directors” has the meaning set forth in Section 2.1(c). 

“Class III Directors” has the meaning set forth in Section 2.1(c). 

“Company” has the meaning set forth in the preamble. 

“Company Common Stock” means the common stock, par value $[0.01] per share, of the 

Company. 

“Competing Businesses” has the meaning set forth in Section 5.16. 

“Competitor” means any of the Persons set forth on Schedule I attached hereto and any 

of their controlled Affiliates, which schedule may be modified by the Board in good faith from 

time to time. 

“Confidential Information” has the meaning set forth in Section 5.15(a). 

“Debtors” has the meaning set forth in the recitals. 

“Derivative Securities” means direct or indirect options, rights, warrants or securities 

convertible into or exercisable or exchangeable for, any Company Common Stock or any other 

capital stock of the Company. 

“DGCL” means the Delaware General Corporation Law, as the same may be amended 

from time to time. All references herein to sections of the DGCL shall include any 

corresponding provisions of succeeding law. 

“Director” means any member of the Board (other than any Person (if any) effecting 

observer rights on the Board). 

“Effective Date” has the meaning set forth in the preamble. 

“Equity Incentive Plans” means any equity incentive plans of the Company for Directors 

or officers or employees of the Company, including the Management Incentive Plan (as defined 

in the Plan). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to 

time. 

“Executive Director” has the meaning set forth in Section 2.1(b)(i). 

“Exempt Securities” has the meaning set forth in Section 4.1(d). 

“Family Member” means, with respect to any natural Person, such Person’s spouse and 

descendants (whether or not adopted) and any trust, family limited partnership or limited liability 

company that is and remains solely for the benefit of such Person’s spouse and/or descendants. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 492 of 538
Exhibit A – Page 3 

“GAAP” means the generally accepted accounting principles as in effect from time to 

time in the U.S. 

“Investor Directors” has the meaning set forth in Section 2.1(b)(iv). 

“Investor(s)” has the meaning set forth in Section 5.16. 

“IPO” means the first public offering of the Company pursuant to an effective 

Registration Statement under the Securities Act (other than on Forms S-4, S-8 or successors to 

such forms), covering the offer and sale of capital stock of the Company. 

“Issuance Notice” has the meaning set forth in Section 4.1(b). 

“Majority of Disinterested Directors” has the meaning set forth in Section 2.2(b). 

[“Minimum Designating Ownership” means (i) with respect to Brigade, [●] percent 

([●]%) of Outstanding Company Common Stock, (ii) with respect to Oppenheimer, [●] percent 

([●]%) of Outstanding Company Common Stock and (iii) with respect to Searchlight, [●] percent 

([●]%) of Outstanding Company Common Stock.] 

“Necessary Action” means, with respect to a specified result, all actions that are 

permitted by applicable law and reasonably necessary to cause such result, including (i) voting or 

providing a written consent or proxy with respect to Company Common Stock, (ii) causing the 

adoption of Stockholders’ resolutions and amendments to the applicable Charter Documents, 

(iii) causing the Directors (to the extent such Directors were nominated or designated by the 

Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such 

Directors may have as directors of the Company) to act in a certain manner or causing them to be 

removed in the event they do not act in such a manner, (iv) executing agreements and 

instruments and (v) making, or causing to be made, with governmental, administrative or 

regulatory authorities, all filings, registrations or similar actions that are required to achieve such 

result. 

“New Securities” means Company Common Stock and other capital stock and rights, 

convertible securities, options or warrants to purchase Company Common Stock or other capital 

stock issued subsequent to the Effective Date, whether or not authorized as of the Effective Date. 

“Oppenheimer” has the meaning set forth in Section 2.1(b)(iii). 

“Oppenheimer Director” has the meaning set forth in Section 2.1(b)(iii). 

“Outstanding Company Common Stock” means, as of any given time, the then issued 

and outstanding Company Common Stock, excluding (unless calculated on a fully diluted basis) 

any Derivative Securities and any unvested or restricted Company Common Stock issued 

pursuant to an Equity Incentive Plan. 

“Person” means an individual, partnership, limited liability company, corporation, joint 

venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 493 of 538
Exhibit A – Page 4 

heirs, executors, legal representatives, successors and assigns of such entity where the context 

requires. 

“Plan” has the meaning set forth in the recitals. 

“Preemptive Offer Record Date” has the meaning set forth in Section 4.1(b). 

“Public Listing” means the listing of Company Common Stock on a U.S. national 

securities exchange registered with the SEC (whether in connection with an initial public 

offering of Company Common Stock or otherwise). 

“Purchaser” has the meaning set forth in Section 4.1(b). 

“Qualified IPO” means a bona fide, marketed underwritten IPO after which closing such 

capital is quoted on the NASDAQ National Market or listed or quoted on the New York Stock 

Exchange or other national securities exchange acceptable to the Board and meeting one of the 

following two criteria: (i) the aggregate cash proceeds (net of underwriting discounts, 

commissions and offering expenses) of such offering to the Company exceed [one hundred 

million] dollars ($[100,000,000]), or (ii) at least [twenty] percent ([20]%) of the Outstanding 

Company Common Stock (calculated on a fully diluted basis, and for purposes of such 

calculation treating Company Common Stock issued in the IPO as Outstanding Company 

Common Stock) shall have been issued or sold to the public in connection with such IPO. 

“Qualified Stockholder” has the meaning set forth in Section 4.1(a). 

“Reallotment Securities” has the meaning set forth in Section 4.1(c). 

“Registration Rights Agreement” means that certain registration rights agreement, dated 

as of [●], 2017, by and among the Company and the investors party thereto. 

“Registration Statement” means any registration statement of the Company under the 

Securities Act which permits the public offering of any of the Registrable Securities (as defined 

in the Registration Rights Agreement), including the prospectus, amendments and supplements 

to such registration statement, including post-effective amendments, all exhibits and all material 

incorporated by reference or deemed to be incorporated by reference in such registration 

statement. 

“Replacement Brigade Director” has the meaning set forth in Section 2.1(e). 

“Replacement Oppenheimer Director” has the meaning set forth in Section 2.1(e). 

“Replacement Directors” has the meaning set forth in Section 2.1(e). 

“Representatives” has the meaning set forth in Section 5.15(a). 

“Response Notice” has the meaning set forth in Section 4.1(b). 

“Rights Offerings” has the meaning set forth in the Plan. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 494 of 538
Exhibit A – Page 5 

“Searchlight” has the meaning set forth in Section 2.1(b)(iv). 

“Searchlight Director” has the meaning set forth in Section 2.1(b)(iv). 

“SEC” means the Securities and Exchange Commission and any governmental body or 

agency succeeding to the functions thereof. 

“Secure Site” has the meaning set forth in Section 3.1(a). 

“Securities Act” means the Securities Act of 1933, as amended. 

“Stockholder” means each Person (other than the Company) who shall be a party to or 

bound by this Agreement, so long as such Person shall “beneficially own” (as such term is 

defined in Rule 13d-3 of the Exchange Act) any Company Common Stock. 

“Stockholder Approval” means the affirmative vote or written consent of the holders of 

at least a majority of the shares of Outstanding Company Common Stock (subject to any 

adjustments or limitations on voting as set forth in the Company’s Charter Documents). 

“Stockholder Registry” means a register of the Company indicating: (i) with respect to 

each issuance of Company Common Stock or other capital stock of the Company, the date of 

such issuance, the number of shares issued and the Stockholder to whom such shares were issued 

and (ii) with respect to each transfer of Company Common Stock or other capital stock of the 

Company, the date of such Transfer, the number of shares Transferred and the identity of each of 

the transferor and the transferee(s) thereof. 

“Subsidiary” means any Person the majority of the equity of which, directly, or indirectly 

through one or more other Persons, (a) the Company has the right to acquire or (b) is owned or 

controlled by the Company. As used in this definition, “control,” including, its correlative 

meanings, “controlled by” and “under common control with,” means possession, directly or 

indirectly, of power to direct or cause the direction of management or policies (whether through 

ownership of equity, by contract or otherwise). For the avoidance of doubt, Subsidiary shall 

include any Person that is included in the Company’s consolidated group for purposes of 

preparing the Company’s consolidated financial statements in accordance with GAAP. 

“Transfer” means the sale, sale of any option or contract to purchase, purchase of any 

option or contract to sell, grant of any option, right or warrant to purchase, assignment, loan, 

offer, transfer, exchange or other disposition of any shares of Company Common Stock, whether 

or not for value, and whether voluntarily, by operation of law or otherwise, and includes 

foreclosure. 

“U.S.” means the United States of America. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 495 of 538
 Exhibit B – Page 1 

EXHIBIT B 

FORM OF 

CONFIDENTIALITY AGREEMENT 

[●] 

[●] 

[●] 

[INSERT DATE] 

[INSERT NAME OF POTENTIAL TRANSFEREE] 

[INSERT ADDRESS OF POTENTIAL TRANSFEREE] 

Ladies and Gentlemen: 

In connection with the consideration by [INSERT NAME OF POTENTIAL 

TRANSFEREE] (“you” or “your”) of a potential investment in shares of the common stock, par 

value $0.01 per share, of [Giraffe New Holding Co., Inc.], a Delaware corporation (the 

“Company” and together with you, collectively, the “Parties” and each individually, a “Party”), 

or other securities of the Company (the “Transaction”), certain affiliates or stockholders of the 

Company, the Company or their respective representatives have furnished or may furnish you 

and your Representatives (as hereinafter defined) with non-public information regarding the 

Company, including, without limitation, information concerning the Company’s financial and 

operational performance, properties, prospects, activities and plans. You recognize and 

acknowledge that such information furnished or to be furnished to you and/or your 

Representatives in the future (whether oral or written) is proprietary to the Company and may 

include trade secrets or other highly confidential non-public business information the disclosure 

of which could harm the Company. In consideration for, and as a condition of, such non-public 

information being furnished to you (and your agents, representatives, attorneys, accountants, 

advisors, directors, officers, employees and affiliates, collectively, your “Representatives”), you 

agree to treat any and all information concerning the Company or any of its subsidiaries that has 

been or is to be furnished to you or your Representatives (regardless of the manner in which it is 

furnished, including, without limitation, in written or electronic format or orally, gathered by 

visual inspection or otherwise) by or on behalf of the Company or any of its affiliates or 

stockholders, together with any documents you create that contain or are based upon any such 

information, in whole or in part (collectively, “Company Information”), in accordance with the 

provisions of this letter agreement (this “Agreement”). 

The term “Company Information” does not include information that you can 

demonstrate: (i) is obtained by you or your Representatives from a third party, who, after 

reasonable inquiry, is not known by you to be bound by any duty of confidentiality to or 

confidential agreement with the Company or any other Person (as defined below) with respect to 

Company Information or is otherwise prohibited from transmitting the information to you by a 

contractual, legal, fiduciary or other obligation to the Company or any other Person; (ii) is or 

becomes part of the public domain (other than through a breach of this Agreement by you or any 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 496 of 538
 Exhibit B – Page 2 

of your Representatives); (iii) is independently ascertained or developed by or for you or your 

Representatives or any third party without use of or reference to Company Information; or (iv) is 

approved for public release by written authorization of the Company. For purposes of this 

Agreement, the term “Person” shall be broadly interpreted to include, without limitation, any 

individual, partnership, limited liability company, corporation, joint venture, trust, business trust, 

association or similar entity, whether domestic or foreign, and the heirs, executors, legal 

representatives, successors and assigns of such entity where the context requires. 

1. You hereby agree that you and your Representatives will, except to the extent 

required by applicable law or legal process, (a) keep the Company Information strictly 

confidential, (b) not disclose any of the Company Information in any manner whatsoever without 

the prior written consent of the Company and (c) not use the Company Information for any 

purpose other than considering and negotiating the Transaction; provided, however, that you may 

disclose any of such information to your Representatives (i) who need to know such information 

for the sole purpose of advising you and (ii) who are informed by you of the confidential nature 

of such information; provided, further, that you will (x) be responsible for any violation of this 

Agreement by any of your Representatives as if they were parties hereto and (y) provide the 

Company with the names of any your Representatives that receives Company Information. You 

agree to promptly notify the Company in writing of any unauthorized use or disclosure of the 

Company Information and such notice shall include a detailed description of the circumstances 

of the disclosure and the Persons involved. 

2. In the event that you or any of your Representatives are required by applicable 

law or legal process to disclose any of the Company Information, you will promptly notify 

(except where such notice would be legally prohibited) the Company in writing so that the 

Company may seek a protective order or other appropriate remedy and (except to the extent 

legally prohibited) will reasonably cooperate with the Company (at the Company’s expense) to 

limit the disclosure to the greatest extent possible consistent with such applicable law or legal 

process, including, without limitation, in appropriate circumstances, seeking reliable assurances 

that confidential or “attorneys eyes only” treatment shall be accorded the Company Information. 

Any such Company Information that is (x) not required to be disclosed or (y) accorded 

confidential treatment shall continue to be Company Information to which this Agreement shall 

continue to apply. You acknowledge and agree that, for purposes of this Agreement, there shall 

be no “applicable law” requiring you to disclose any Company Information solely by virtue of 

the fact that, absent such disclosure, you would be prohibited from purchasing, selling, or 

engaging in derivative transactions with respect to, any securities of the Company or otherwise 

proposing or making an offer to do any of the foregoing. 

3. All Company Information shall remain the property of the Company. Neither you 

nor any of your Representatives shall by virtue of disclosure to you or any of your 

Representatives, or your or any of your Representative’s use, of any Company Information 

acquire any rights with respect thereto, all of which rights (including, without limitation, all 

intellectual property rights) shall remain exclusively with the Company. 

4. If you determine that you do not wish to proceed with a Transaction, you will 

promptly advise the Company of that decision. As soon as possible upon the Company’s written 

request, you and your Representatives shall destroy (or at the Company’s option (in its sole 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 497 of 538
 Exhibit B – Page 3 

discretion) return to the Company) all Company Information that has been disclosed to you or 

any of your Representatives, except for any such Company Information stored on electronic 

backup media to the extent that such information cannot be expunged without unreasonable 

effort. Upon returning or destroying such Company Information, you shall provide written notice 

to the Company certifying compliance with the foregoing sentence. Notwithstanding the 

provisions of this paragraph, you acknowledge and agree that this Agreement will continue to 

apply to any returned, held, retained or destroyed Company Information on the terms set forth 

herein. 

5. You acknowledge and agree that all Company Information is furnished on an “AS 

IS” basis, without warranty of any kind. THE COMPANY AND ITS AFFILIATES 

EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER 

EXPRESS OR IMPLIED, REGARDING THE COMPANY INFORMATION, INCLUDING, 

WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF 

MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR 

PURPOSE. 

6. You acknowledge that an award of money damages would be inadequate for any 

breach of this Agreement by you or any of your Representatives and would cause the Company 

irreparable harm. Therefore, you hereby agree that, in the event of any breach or threatened 

breach of this Agreement by you or any of your Representatives, the Company will be entitled to 

seek equitable relief, including, without limitation, injunctive relief and specific performance, as 

remedies for any such breach or threatened breach without the requirement of posting a bond or 

other security. Such remedies will not be the exclusive remedies for any breach of this 

Agreement, but will be in addition to all other remedies available at law or in equity to the 

Company. 

7. This Agreement or any provision hereof may not be amended, modified or waived 

by course of dealing, usage in trade, conduct or any exchanges of communication, including, 

without limitation, e-mail or any other electronic or digital means, other than by amendment, in 

writing duly executed with the handwritten signatures of an authorized signatory of each of the 

Parties. The rights and remedies of the Parties are cumulative, and not alternative. Neither the 

failure nor any delay by any Party in exercising any right, power, or privilege under this 

Agreement will operate as a waiver of such right, power, or privilege, and no single or partial 

exercise of any such right, power, or privilege will preclude any other or further exercise of such 

right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum 

extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be 

discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right 

unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be 

applicable except in the specific instance for which it is given; and (c) no notice to or demand on 

one Party will be deemed to be a waiver of any obligation of such Party or of the right of the 

Party giving such notice or demand to take further action without notice or demand as provided 

in this Agreement. 

8. This Agreement constitutes the complete agreement between the Parties 

concerning the subject matter hereof and supersedes and cancels any and all prior 

communications and agreements between the Parties with respect thereto. This Agreement 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 498 of 538
 Exhibit B – Page 4 

relates only to the subject matter hereof and shall not be construed as an agreement to agree to 

enter into the Transaction or any transaction by either Party. The invalidity or unenforceability of 

any provision of this Agreement shall not affect the validity or enforceability of any other 

provisions of this Agreement, which shall remain in full force and effect. If any of the covenants 

or provisions of this Agreement are determined to be unenforceable by reason of its extent, 

duration, scope or otherwise, then the Parties contemplate that the court making such 

determination shall reduce such extent, duration, scope or other provision and enforce them in 

their reduced form for all purposes contemplated by this Agreement. 

9. Neither Party may assign any rights or delegate any duties under this Agreement 

without the prior written consent of the other Party, which consent shall be at the other Party’s 

sole discretion. Any such attempted assignment or delegation without the other Party’s prior 

written consent will be null and void ab initio. This Agreement will be binding upon the Parties 

and their respective authorized successors and assigns. 

10. You acknowledge and agree that no contract or agreement providing for any 

Transaction shall be deemed to exist between you and the Company or any of its affiliates or 

stockholders unless and until a final definitive agreement has been executed and delivered, and 

each Party hereby waives, in advance, any claims (including, without limitation, breach of 

contract) in connection with any Transaction unless and until a final definitive agreement has 

been executed and delivered with respect thereto. The Parties also agree that unless and until a 

final definitive agreement regarding a Transaction has been executed and delivered, neither Party 

will be under any legal obligation of any kind whatsoever with respect to such a Transaction by 

virtue of this Agreement, except for the matters specifically agreed to herein. You acknowledge 

and agree that the Company and its affiliates and stockholders reserve the right, in their sole 

discretion, to reject any and all proposals made by you or any of your Representatives with 

regard to the Transaction, and to terminate discussions and negotiations with you at any time. 

11. This Agreement shall be deemed to have been made and executed in the State of 

Delaware, and any dispute arising hereunder shall be governed by, and construed in accordance 

with, the laws of the State of Delaware, without regard to its conflict of laws rules. You and the 

Company (i) irrevocably submit to the exclusive jurisdiction of any state court in the State of 

Delaware and the United States District Court for the District of Delaware (and the appropriate 

appellate courts) for the purposes of any suit, action or other proceeding arising out of this 

Agreement and (ii) agree to commence any such action, suit or proceeding either in the United 

States District Court for the District of Delaware or if such suit, action or other proceeding may 

not be brought in such court for jurisdictional reasons, in any state court in the State of Delaware. 

12. EACH OF THE COMPANY AND YOU HEREBY WAIVES, TO THE 

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT OR YOU MAY 

HAVE TO A TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY 

ARISING OUT OF, INVOLVING OR OTHERWISE IN RESPECT OF THIS AGREEMENT. 

13. Any notice hereunder shall be made in writing by overnight courier, personal 

delivery, facsimile or email (if telephonically confirmed), in each case to: 

If to the Company: 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 499 of 538
 Exhibit B – Page 5 

[●] 

[●] 

[●] 

Attention: [●] 

Facsimile: [●] 

If to you: 

[INSERT ADDRESS OF POTENTIAL TRANSFEREE] 

Attention: 

Facsimile: 

Telephone: 

Email: 

14. This Agreement shall expire on the earlier of (i) the date of the last to occur of (x) 

a definitive agreement relating to the Transaction is entered into by you and either the Company 

or any of its affiliates or stockholders and (y) you have become a party to the Stockholders 

Agreement, dated as of [●], as amended from time to time, by and among the Company and the 

stockholders of the Company and (ii) the twenty-four (24) month anniversary of the date hereof. 

15. This Agreement may be executed in two (2) or more counterparts, each of which 

will be deemed to be an original and all of which taken together will be deemed to constitute this 

Agreement when a duly authorized representative of each Party has signed a counterpart. The 

Parties may sign and deliver this Agreement by facsimile or electronic (that is, .PDF) 

transmission. Each Party agrees that the delivery of this Agreement by facsimile or electronic 

transmission will have the same force and effect as delivery of original signatures. 

 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 500 of 538
 Exhibit B – Page 6 

Please confirm your agreement with the foregoing by signing and returning one copy of 

this Agreement to the undersigned, whereupon this letter agreement shall become a binding 

agreement between you and the Company. 

Very truly yours, 

[GIRAFFE NEW HOLDING CO., INC.]

By: 

 Name: 

 Title: 

Accepted and agreed as of the date first written above: 

[INSERT NAME OF POTENTIAL 

TRANSFEREE] 

By: 

 Name: 

 Title: 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 501 of 538
EXHIBIT G

Registration Rights Agreement

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 502 of 538
 K&E Draft 8/17/17 

DRAFT SUBJECT TO MATERIAL CHANGE

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (including all exhibits hereto and as may be 

amended, supplemented or amended and restated from time to time in accordance with the terms 

hereof, this “Agreement”) is made and entered into as of [●], 2017, by and among The Gymboree 

Corporation, a Delaware corporation (the “Company”), and the other parties signatory hereto and 

any additional parties identified on the signature pages of any joinder agreement executed and 

delivered pursuant hereto. 

WHEREAS, the Company and certain affiliated debtors filed a plan of reorganization 

pursuant to Chapter 11 of the United States Bankruptcy Code, on June 16, 2017, which was 

confirmed by the United States Bankruptcy Court for the Eastern District of Virginia on [●], 

2017 (including all exhibits, schedules and supplements thereto and as amended from time to 

time, the “Plan”); and 

WHEREAS, the Plan provides that the Company will enter into a registration rights 

agreement with each Holder (as defined below) and any Affiliates or Related Funds thereof that 

receive New Gymboree Common Shares; and 

WHEREAS, the Company and the Holders are entering into this Agreement in 

furtherance of the aforesaid provisions of the Plan. 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this 

Agreement, and for other good and valuable consideration, the receipt and adequacy of which are 

hereby acknowledged, the Company and each of the Holders agree as follows: 

1. Definitions. Capitalized terms used and not otherwise defined herein that are 

defined in the Plan have the meanings given such terms in the Plan. As used in this Agreement, 

the following terms shall have the following meanings: 

“Advice” has the meaning set forth in Section 16(c). 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly 

controlling, controlled by, or under common control with, such Person as of the date on which, 

or at any time during the period for which, the determination of affiliation is being made 

(including any Related Funds of such Person). For purposes of this definition, the term “control” 

(including the correlative meanings of the terms “controlled by” and “under common control 

with”), as used with respect to any Person, means the possession, directly or indirectly, of the 

power to direct or cause the direction of the management policies of such Person, whether 

through the ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning set forth in the Recitals. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration 

statement” as defined in Rule 405 promulgated under the Securities Act, as such definition may 

be amended from time to time. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 503 of 538
2 

“beneficially own” (and related terms such as “beneficial ownership” and “beneficial 

owner”) shall have the meaning given to such term in Rule 13d-3 under the Exchange Act, and 

any Person’s beneficial ownership of securities shall be calculated in accordance with the 

provisions of such Rule. 

“Board” means the Board of Directors of the Company or any authorized committee 

thereof. 

“Bought Deal” has the meaning set forth in Section 8(a). 

“Business Day” means any day, other than a Saturday or Sunday or a day on which 

commercial banks in New York City are authorized or required by law to be closed. 

“Commission” means the Securities and Exchange Commission. 

“Company” has the meaning set forth in the Preamble and includes the Company’s 

successors by merger, acquisition, reorganization or otherwise. 

“Counsel to the Holders” means (i) with respect to any Demand Registration, the counsel 

selected by the Holders of a majority of the Registrable Securities initially requesting such 

Demand Registration and (ii) with respect to any Underwritten Takedown or Piggyback 

Offering, the counsel selected by the Majority Holders. 

“Demand Registration” has the meaning set forth in Section 5(a). 

“Demand Registration Request” has the meaning set forth in Section 5(a). 

“Effective Date” means the date that a Registration Statement filed pursuant to this 

Agreement is first declared effective by the Commission. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules 

and regulations promulgated thereunder. 

“Form S-1” means Form S-1 under the Securities Act, or any other form hereafter 

adopted by the Commission for the general registration of securities under the Securities Act. 

“Form S-3” means Form S-3 under the Securities Act, or any other form hereafter 

adopted by the Commission having substantially the same usage as Form S-3. 

“Form S-4” means Form S-4 under the Securities Act, or any other form hereafter 

adopted by the Commission having substantially the same usage as Form S-4. 

“Form S-8” means Form S-8 under the Securities Act, or any other form hereafter 

adopted by the Commission having substantially the same usage as Form S-8. 

“FINRA” has the meaning set forth in Section 10. 

“Grace Period” has the meaning set forth in Section 7(a)(B). 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 504 of 538
3 

“Holder” or “Holders” means any party to the Backstop Commitment Agreement that is 

also a party signatory to this Agreement, other than the Company, and any additional parties 

identified on the signature pages of any joinder agreement executed and delivered pursuant to 

this Agreement. A Person shall cease to be a Holder hereunder at such time as it ceases to hold 

any Registrable Securities. 

“Indemnified Party” has the meaning set forth in Section 12(c). 

“Indemnifying Party” has the meaning set forth in Section 12(c). 

“Initial Shelf Expiration Date” has the meaning set forth in Section 2(f). 

“Initial Shelf Registration Statement” has the meaning set forth in Section 2(a). 

“Lockup Period” has the meaning set forth in Section 11(a). 

“Losses” has the meaning set forth in Section 12(a). 

“Majority Holders” means, with respect to any Underwritten Offering, the holders of a 

majority of the Registrable Securities to be included in such Underwritten Offering held by all 

Holders that have made the request requiring the Company to conduct such Underwritten 

Offering (but not including any Holders that have exercised “piggyback” rights hereunder to be 

included in such Underwritten Offering). 

“New Gymboree Common Shares” means the common shares of the Company to be 

issued pursuant to the Plan. 

“Other Holder” has the meaning set forth in Section 8(b). 

“Person” means an individual or corporation, partnership, trust, incorporated or 

unincorporated association, joint venture, limited liability company, joint stock company, 

government (or an agency or subdivision thereof) or other entity of any kind. 

“Piggyback Notice” has the meaning set forth in Section 8(a). 

“Piggyback Offering” has the meaning set forth in Section 8(a). 

“Plan” has the meaning set forth in the Recitals. 

“Plan Effective Date” shall mean the date on which the Plan becomes effective. 

“Proceeding” means an action, claim, suit, investigation or proceeding (including, 

without limitation, an investigation or partial proceeding, such as a deposition), whether 

commenced or threatened. 

“Prospectus” means the prospectus included in a Registration Statement (including, 

without limitation, a prospectus that includes any information previously omitted from a 

prospectus filed as part of an effective registration statement in reliance upon Rule 430A 

promulgated under the Securities Act), as amended or supplemented by any prospectus 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 505 of 538
4 

supplement, with respect to the terms of the offering of any portion of the Registrable Securities 

covered by a Registration Statement, and all other amendments and supplements to the 

Prospectus, including post-effective amendments, and all material incorporated by reference or 

deemed to be incorporated by reference in such Prospectus. 

“Registrable Securities” means, collectively, (a) as of the Plan Effective Date, all New 

Gymboree Common Shares issued to any Holder or to any Affiliate or Related Fund of any 

Holder, either directly or pursuant to a joinder or assignment and any additional New Gymboree 

Common Shares acquired by any Holder, Affiliate or Related Fund of any Holder in open market 

or other purchases and issued or issuable to any Holder, Affiliate or Related Fund of any Holder, 

after the Plan Effective Date and (b) any additional New Gymboree Common Shares paid, issued 

or distributed in respect of any such securities by way of a stock dividend, stock split or 

distribution, or in connection with a combination of securities, and any security into which such 

New Gymboree Common Shares shall have been converted or exchanged in connection with a 

recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or 

otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to 

constitute Registrable Securities upon the earliest to occur of: (i) the date on which such 

securities are disposed of pursuant to an effective Registration Statement or (ii) the date on 

which such securities are disposed of pursuant to Rule 144 (or any similar provision then in 

effect) promulgated under the Securities Act; provided further, however, that Registrable 

Securities shall not otherwise cease to constitute Registrable Securities due solely to the fact that 

such securities may be sold without restriction by the Commission. 

“Registration Statement” means any one or more registration statements of the Company 

filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant 

to the provisions of this Agreement (including, without limitation, any Shelf Registration 

Statement), amendments and supplements to such registration statements, including posteffective amendments, all exhibits and all material incorporated by reference or deemed to be 

incorporated by reference in such Registration Statements. 

“Related Fund” means (i) any investment funds or other entities who are advised by the 

same investment advisor and (ii) any investment advisor with respect to an investment fund or 

entity it advises. 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities 

Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter 

adopted by the Commission having substantially the same effect as such rule. 

“Rule 144A” means Rule 144A promulgated by the Commission pursuant to the 

Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation 

hereafter adopted by the Commission having substantially the same effect as such rule. 

“Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities 

Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter 

adopted by the Commission having substantially the same effect as such rule. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 506 of 538
5 

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities 

Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter 

adopted by the Commission having substantially the same effect as such rule. 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities 

Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter 

adopted by the Commission having substantially the same effect as such rule. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and 

regulations promulgated thereunder. 

“Selling Stockholder Questionnaire” means a questionnaire reasonably adopted by the 

Company from time to time. 

“Shelf Registration Statement” means a Registration Statement filed with the 

Commission in accordance with the Securities Act for the offer and sale of Registrable Securities 

by Holders on a continuous or delayed basis pursuant to Rule 415. 

“Trading Day” means a day during which trading in the New Gymboree Common Shares 

occurs in the Trading Market, or if the New Gymboree Common Shares are not listed on a 

Trading Market, a Business Day. 

“Trading Market” means whichever of the New York Stock Exchange, the NYSE MKT, 

the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital 

Market, OTC Bulletin Board, or OTC Markets Group marketplace on which the New Gymboree 

Common Shares are listed or quoted for trading on the date in question. 

“Transfer” has the meaning set forth in Section 14. 

“Underwritten Offering” means an offering of Registrable Securities under a Registration 

Statement in which the Registrable Securities are sold to an underwriter for reoffering to the 

public. 

“Underwritten Takedown” has the meaning set forth in Section 2(h). 

2. Initial Shelf Registration. 

(a) The Company shall prepare a Shelf Registration Statement (as may be amended 

from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial 

Shelf Registration Statement the Registrable Securities of each Holder who shall request 

inclusion therein of some or all of their Registrable Securities by checking the appropriate box 

on the signature page of such Holder hereto or by written notice to the Company no later than 

30 days after the Plan Effective Date. The Company shall file the Initial Shelf Registration 

Statement with the Commission on or prior to the [60]1th day following the Plan Effective 

Date; provided, however, that the Company shall not be required to file or cause to be declared 

effective the Initial Shelf Registration Statement unless Holders request the inclusion in the 

 

1

 Subject to continuing discussion. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 507 of 538
6 

Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen 

percent (15%) of all Registrable Securities, and such Holders otherwise timely comply with the 

requirements of this Agreement with respect to the inclusion of such Registrable Securities in 

the Initial Shelf Registration Statement. 

(b) The Company shall include in the Initial Shelf Registration Statement all 

Registrable Securities whose inclusion has been timely requested as aforesaid; provided, 

however, that the Company shall not be required to include an amount of Registrable Securities 

in excess of the amount as may be permitted to be included in such Registration Statement 

under the rules and regulations of the Commission and the applicable interpretations thereof by 

the staff of the Commission. 

(c) [Upon the request of any Holder whose Registrable Securities are not included 

in the Initial Shelf Registration Statement at the time of such request, the Company shall 

amend the Initial Shelf Registration Statement to include the Registrable Securities of such 

Holder; provided that the Company shall not be required to amend the Initial Shelf Registration 

Statement more than once every fiscal quarter of the Company.] 

(d) Within seven (7) days after receiving a request pursuant to Section 2(c), the 

Company shall give written notice of such request to all other Holders of Registrable Securities 

and shall include in such amendment all such Registrable Securities with respect to which the 

Company has received written requests for inclusion therein within twenty (20) days after the 

Company’s giving of such notice, provided that such Registrable Securities are not already 

covered by an existing and effective Registration Statement that may be utilized for the offer 

and sale of the Registrable Securities requested to be registered in the manner so requested. 

(e) The Initial Shelf Registration Statement shall be on Form S-1; provided, 

however, that, if the Company becomes eligible to register the Registrable Securities for resale 

by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic 

Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf 

Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf 

Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement 

as initially filed. 

(f) The Company shall use its reasonable best efforts to cause the Initial Shelf 

Registration Statement to be declared effective by the Commission as promptly as practicable, 

and shall use its reasonable best efforts to keep such Initial Shelf Registration Statement 

continuously effective, and not subject to any stop order, injunction or other similar order or 

requirement of the Commission, until the earlier of (i) the date the Company (A) is eligible to 

register the Registrable Securities for resale by Holders on Form S-3 and (B) has filed such 

Registration Statement with the Commission and which is effective and (ii) the date that all 

Registrable Securities covered by the Initial Shelf Registration Statement shall cease to be 

Registrable Securities (such earlier date, the “Initial Shelf Expiration Date”). In the event of 

any stop order, injunction or other similar order or requirement of the Commission relating to 

the Initial Shelf Registration Statement, if any Registrable Securities covered by the Initial 

Shelf Registration Statement remain unsold, the period during which the Initial Shelf 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 508 of 538
7 

Registration Statement shall be required to remain effective will be extended by the number of 

days during which such stop order, injunction or similar order or requirement is in effect. 

(g) If the Initial Shelf Registration Statement is on Form S-1, then for so long as 

any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, 

the Company will file any supplements to the Prospectus or post-effective amendments 

required to be filed by applicable law in order to incorporate into such Prospectus any Current 

Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly 

Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the 

Commission, or any other information necessary so that (i) the Initial Shelf Registration 

Statement shall not include any untrue statement of material fact or omit to state any material 

fact required to be stated therein or necessary to make the statements therein not misleading, 

and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; 

provided, however, that these obligations remain subject to the Company’s rights under Section 

7 of this Agreement. 

(h) Upon the demand of one or more Holders, the Company shall facilitate a 

“takedown” of Registrable Securities in the form of an Underwritten Offering (each, an 

“Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 

of this Agreement, provided that (i) the number of securities included in such “takedown” shall 

equal at least twenty-five percent (25%) of all Registrable Securities at such time and (ii) the 

Registrable Securities requested to be sold by the Holders in such “takedown” shall have an 

anticipated aggregate gross offering price (before deducting underwriting discounts and 

commission) of at least $75 million. 

3. Subsequent Shelf Registration Statements 

(a) After (i) the Effective Date of the Initial Shelf Registration Statement and prior 

to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Securities remain 

outstanding, the Company shall use its best efforts to (A) ensure that it will be eligible to 

register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) 

meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration 

Date. 

(b) After the Initial Shelf Expiration Date and for so long as any Registrable 

Securities remain outstanding, the Company shall use its best efforts to (A) be eligible and/or 

to maintain its eligibility to register the Registrable Securities on Form S-3, and (B) meet the 

requirements of General Instruction VII of Form S-1. 

(c) After the Initial Shelf Expiration Date and for so long as any Registrable 

Securities remain outstanding, if there is not an effective Registration Statement which 

includes the Registrable Securities that are currently outstanding, the Company shall (i) if the 

Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf 

Registration Statement on Form S-3 and use its reasonable best efforts to cause such 

Registration Statement to be declared effective or (ii) promptly file a Shelf Registration 

Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement 

to be declared effective and for so long as any Registrable Securities covered by such Shelf 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 509 of 538
8 

Registration on Form S-1 remain unsold, the Company will file any supplements to the 

Prospectus or post-effective amendments required to be filed by applicable law in order to 

incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be 

filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 

10-K filed by the Company with the Commission, or any other information necessary so that 

(x) such Shelf Registration shall not include any untrue statement of material fact or omit to 

state any material fact required to be stated therein or necessary in order to make the statements 

therein not misleading, and (y) the Company complies with its obligations under Item 

512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the 

Company’s rights under Section 7 of this Agreement. 

4. Quotation on OTC Market 

(a) Until and unless (x) the New Gymboree Common Shares are listed on a national 

securities exchange or (y) the New Gymboree Common Shares may be sold by any and all 

Holders without restriction by the Commission pursuant to a Registration Statement in an atthe-market offering, the Company shall use its reasonable best efforts to cause the New 

Gymboree Common Shares to be quoted on any of the OTCBB, OTCQX or OTCQB markets 

as promptly as practicable after the Plan Effective Date and shall thereafter use its reasonable 

best efforts to maintain such quotation. 

5. Demand Registration 

(a) At any time and from time to time beginning one hundred eighty (180) days after 

the Plan Effective Date, any Holder or group of Holders may request in writing (“Demand 

Registration Request”) that the Company effect the registration of all or part of such Holder’s or 

Holders’ Registrable Securities with the Commission under and in accordance with the 

provisions of the Securities Act (a “Demand Registration”). The Company will file a 

Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be 

registered, and shall use its reasonable best efforts to cause such Registration Statement to be 

declared effective, as promptly as practicable after receipt of such request; provided, however, 

that the Company will not be required to file a Registration Statement pursuant to this Section 

5(a): 

(A) unless (i) the number of Registrable Securities requested to be registered 

on such Registration Statement equals at least twenty-five percent (25%) of all 

Registrable Securities at such time or (ii) the Registrable Securities requested to be sold 

by the Holders pursuant to such Registration Statement have an anticipated aggregate 

gross offering price (before deducting underwriting discounts and commission) of at least 

$25 million; 

(B) if the Registrable Securities requested to be registered are already covered 

by an existing and effective Registration Statement and such Registration Statement may 

be utilized for the offer and sale of the Registrable Securities requested to be registered; 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 510 of 538
9 

(C) if a registration statement filed by the Company shall have previously 

been initially declared effective by the Commission within the one hundred eighty (180) 

days preceding the date such Demand Registration Request is made; and 

(D) if the number of Demand Registration Requests previously made pursuant 

to this Section 5(a) shall exceed five (5); provided, however, that a Demand Registration 

Request shall not be considered made for purposes of this clause (D) unless the requested 

Registration Statement has been declared effective by the Commission for more than 

75% of the full amount of Registrable Securities for which registration has been 

requested. 

(b) A Demand Registration Request shall specify (i) the then-current name and 

address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested 

to be registered, (iii) the total number of Registrable Securities then beneficially owned by such 

Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand 

Registration Request is made the Company appears, based on public information available to 

such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable 

Securities, the Holder or Holders making such request may request that the registration be in the 

form of a Shelf Registration Statement (for the avoidance of doubt, the Company shall not be 

under the obligation to file a Shelf Registration on Form S-3 if, upon the advice of its counsel, it 

is not eligible to make such a filing). 

(c) The Company may satisfy its obligations under Section 5(a) hereof by amending 

(to the extent permitted by applicable law) any registration statement previously filed by the 

Company under the Securities Act, so that such amended registration statement will permit the 

disposition (in accordance with the intended methods of disposition specified as aforesaid) of all 

of the Registrable Securities for which a Demand Registration Request has been properly made 

under Section 5(b) hereof. If the Company so amends a previously filed registration statement, it 

will be deemed to have effected a registration for purposes of Section 5(a) hereof; provided, 

however, that the Effective Date of the amended registration statement, as amended pursuant to 

this Section 5(c), shall be the “the first day of effectiveness” of such Registration Statement for 

purposes of determining the period during which the Registration Statement is required to be 

maintained effective in accordance with Section 5(e) hereof. 

(d) Within seven (7) days after receiving a Demand Registration Request, the 

Company shall give written notice of such request to all other Holders of Registrable Securities 

and shall, subject to the provisions of Section 6(c) in the case of an Underwritten Offering, 

include in such registration all such Registrable Securities with respect to which the Company 

has received written requests for inclusion therein within twenty (20) days after the Company’s 

giving of such notice, provided that such Registrable Securities are not already covered by an 

existing and effective Registration Statement that may be utilized for the offer and sale of the 

Registrable Securities requested to be registered in the manner so requested. 

(e) The Company will use its reasonable efforts to keep a Registration Statement that 

has become effective as contemplated by this Section 5 continuously effective, and not subject to 

any stop order, injunction or other similar order or requirement of the Commission: 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 511 of 538
10 

(A) in the case of a Registration Statement other than a Shelf Registration 

Statement, until all Registrable Securities registered thereunder have been sold pursuant 

to such Registration Statement, but in no event later than two hundred seventy (270) days 

from the Effective Date of such Registration Statement; and 

(B) in the case of a Shelf Registration Statement, until the earlier of: (x) three 

(3) years following the Effective Date of such Shelf Registration Statement; and (y) the 

date that all Registrable Securities covered by such Shelf Registration Statement shall 

cease to be Registrable Securities; 

provided, however, that in the event of any stop order, injunction or other similar order or 

requirement of the Commission relating to any Shelf Registration Statement, if any Registrable 

Securities covered by such Shelf Registration Statement remain unsold, the period during which 

such Shelf Registration Statement shall be required to remain effective will be extended by the 

number of days during which such stop order, injunction or similar order or requirement is in 

effect; provided further, however, that if any Shelf Registration Statement was initially declared 

effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), the 

Company becomes ineligible to use Form S-3, the period during which such Shelf Registration 

Statement shall be required to remain effective will be extended by the number of days during 

which the Company did not have an effective Registration Statement covering unsold 

Registrable Securities initially registered on such Shelf Registration Statement. 

(f) The Holder or Holders making a Demand Registration Request may, at any time 

prior to the Effective Date of the Registration Statement relating to such registration, revoke their 

request for the Company to effect the registration of all or part of such Holder’s or Holders’ 

Registrable Securities by providing a written notice to the Company. If, pursuant to the 

preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the 

Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the 

Company for all of its reasonable and documented out-of-pocket expenses incurred in the 

preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, 

for the avoidance of doubt, shall not include overhead expenses and which requested registration 

shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the 

requested registration that has been revoked will be deemed to have been effected for purposes 

of Section 5(a). 

(g) If a Registration Statement filed pursuant to this Section 5 is a Shelf Registration 

Statement, then upon the demand of one or more Holders, the Company shall facilitate a 

“takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and 

subject to the conditions described in Section 6 of this Agreement, provided that (i) the number 

of securities included in such “takedown” shall equal at least twenty-five percent (25%) of all 

Registrable Securities at such time or (ii) the Registrable Securities requested to be sold by the 

Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting 

underwriting discounts and commission) of at least $75 million. 

6. Procedures for Underwritten Offerings. The following procedures shall govern 

Underwritten Offerings pursuant to Section 2(h) or Section 5(g), whether in the case of an 

Underwritten Takedown or otherwise. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 512 of 538
11 

(a) (i) The Majority Holders shall select one or more investment banking firm(s) of 

national standing to be the managing underwriter or underwriters for any Underwritten Offering 

pursuant to a Demand Registration Request or an Underwritten Takedown with the consent of 

the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) 

the Company shall select one or more investment banking firms of national standing to be the 

managing underwriter or underwriters for any other Underwritten Offering with the consent of 

the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed. 

(b) All Holders proposing to distribute their securities through an Underwritten 

Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter 

into an underwriting agreement with the underwriters; provided, however, that the underwriting 

agreement is in customary form and reasonably acceptable to the Majority Holders and provided

further, however, that no Holder of Registrable Securities included in any Underwritten Offering 

shall be required to make any representations or warranties to the Company or the underwriters 

(other than representations and warranties regarding (i) such Holder’s ownership of its 

Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect 

such transfer and (iii) such matters pertaining to compliance with securities laws as may be 

reasonably requested). 

(c) If the managing underwriter or underwriters for an Underwritten Offering 

pursuant to a Demand Registration or an Underwritten Takedown advises the Holders that the 

total amount of Registrable Securities or other New Gymboree Common Shares permitted to be 

registered is such as to materially adversely affect the success of such Underwritten Offering, the 

number of Registrable Securities or other New Gymboree Common Shares to be registered on 

such Registration Statement will be reduced as follows: first, the Company shall reduce or 

eliminate the securities of the Company to be included by any Person other than a Holder or the 

Company; second, the Company shall reduce or eliminate any securities of the Company to be 

included by the Company; and third, the Company shall reduce the number of Registrable 

Securities to be included by Holders on a pro rata basis based on the total number of Registrable 

Securities requested by the Holders to be included in the Underwritten Offering. 

(d) Within three (3) days after receiving a request for an Underwritten Offering 

constituting a “takedown” from a Shelf Registration Statement, the Company shall give written 

notice of such request to all other Holders, and subject to the provisions of Section 6(c) hereof, 

include in such Underwritten Offering all such Registrable Securities with respect to which the 

Company has received written requests for inclusion therein within seven (7) days after the 

Company’s giving of such notice; provided, however, that such Registrable Securities are 

covered by an existing and effective Shelf Registration Statement that may be utilized for the 

offering and sale of the Registrable Securities requested to be registered. 

(e) The Company will not be required to undertake an Underwritten Offering 

pursuant to Section 2(h) or Section 5(g): 

(A) If the Company has undertaken an Underwritten Offering, whether for its 

own account or pursuant to this Agreement, within the one hundred eighty (180) days 

preceding the date of the request to the Company for such Underwritten Offering; and 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 513 of 538
12 

(B) if the number of Underwritten Offerings previously made pursuant to 

Section 2(h) or Section 5(g) in the immediately preceding twelve (12)-month period shall 

exceed three (3); provided that an Underwritten Offering shall not be considered made 

for purposes of this clause (B) unless the offering has resulted in the disposition by the 

Holders of at least 75% of the amount of Registrable Securities requested to be included. 

7. Grace Periods. 

(a) Notwithstanding anything to the contrary herein— 

(A) the Company shall be entitled to postpone the filing or effectiveness of, or, 

at any time after a Registration Statement has been declared effective by the Commission, 

suspend the use of, a Registration Statement (including the Prospectus included therein) 

if in the good faith judgment of the Board, such registration, offering or use would 

reasonably be expected to materially affect in an adverse manner or materially interfere 

with any bona fide material financing of the Company or any material transaction under 

consideration by the Company or would require the disclosure of information that has not 

been, and is not otherwise required to be, disclosed to the public and the premature 

disclosure of which would materially affect the Company in an adverse manner; provided 

however, that in the event such Registration Statement relates to a Demand Registration 

Request or an Underwritten Offering pursuant to Section 2(h) or Section 5(g), then the 

Holders initiating such Demand Registration Request or such Underwritten Offering shall 

be entitled to withdraw the Demand Registration Request or request for the Underwritten 

Offering and, if such request is withdrawn, it shall not count against the limits imposed 

pursuant to Section 5(a)(D) or Section 6(e)(B) and the Company shall pay all registration 

expenses in connection with such registration; and 

(B) at any time after a Registration Statement has been declared effective by 

the Commission and there is no duty to disclose under applicable law, the Company may 

delay the disclosure of material non-public information concerning the Company if the 

disclosure of such information at the time would, in the good faith judgment of the 

Board, adversely affect the Company (the period of a postponement or suspension as 

described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). 

(b) The Company shall promptly (i) notify the Holders in writing of the existence of 

the event or material non-public information giving rise to a Grace Period (provided that the 

Company shall not disclose the content of such material non-public information to any Holder, 

without the express consent of such Holder) or the need to file a post-effective amendment, as 

applicable, and the date on which such Grace Period will begin, (ii) use reasonable best efforts to 

terminate a Grace Period as promptly as practicable and (iii) notify the Holders in writing of the 

date on which the Grace Period ends. 

(c) The duration of any one Grace Period shall not exceed thirty (30) days, and the 

aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period 

shall not exceed forty-five (45) days. For purposes of determining the length of a Grace Period, 

the Grace Period shall be deemed to begin on and include the date the Holders receive the 

notice referred to in clause (i) of Section 7(b) and shall end on and include the later of the date 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 514 of 538
13 

the Holders receive the notice referred to in clause (iii) of Section 7(b) and the date referred to 

in such notice. In the event the Company declares a Grace Period, the period during which the 

Company is required to maintain the effectiveness of an Initial Shelf Registration Statement or 

a Registration Statement filed pursuant to a Demand Registration Request shall be extended by 

the number of days during which such Grace Period is in effect. 

8. Piggyback Registration 

(a) If at any time, and from time to time, the Company proposes to— 

(A) file a registration statement under the Securities Act with respect to an 

underwritten offering of New Gymboree Common Shares of the Company or any 

securities convertible or exercisable into New Gymboree Common Shares (other than 

with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) 

on Form S-4 or any successor form thereto or (iii) another form not available for 

registering the Registrable Securities for sale to the public), whether or not for its own 

account; or 

(B) conduct an underwritten offering constituting a “takedown” of a class of 

New Gymboree Common Shares or any securities convertible or exercisable into New 

Gymboree Common Shares registered under a shelf registration statement previously 

filed by the Company; 

the Company shall give written notice (the “Piggyback Notice”) of such proposed filing or 

underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing 

date (provided that in the case of a “bought deal,” “registered direct offering” or “overnight 

transaction” (a “Bought Deal”), such Piggyback Notice shall be given not less than two (2) 

Business Days prior to the expected date of commencement of marketing efforts. Such notice 

shall include the number and class of securities proposed to be registered or offered, the 

proposed date of filing of such registration statement or the conduct of such underwritten 

offering, any proposed means of distribution of such securities, any proposed managing 

underwriter of such securities and a good faith estimate by the Company of the proposed 

maximum offering price of such securities as such price is proposed to appear on the front cover 

page of such registration statement (or, in the case of an Underwritten Offering, would appear on 

the front cover page of a registration statement), and shall offer the Holders the opportunity to 

register such amount of Registrable Securities as each Holder may request on the same terms and 

conditions as the registration of the Company’s and/or the holders of other securities of the 

Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 8(b), the 

Company will include in each Piggyback Offering all Registrable Securities for which the 

Company has received written requests for inclusion within seven (7) Business Days after the 

date the Piggyback Notice is given (provided that in the case of a Bought Deal, such written 

requests for inclusion must be received within two (2) Business Days after the date the 

Piggyback Notice is given); provided, however, that in the case of the filing of a registration 

statement, such Registrable Securities are not otherwise registered pursuant to an existing and 

effective Shelf Registration Statement under this Agreement, but in such case, the Company 

shall include such Registrable Securities in such underwritten offering if the Shelf Registration 

Statement may be utilized for the offering and sale of the Registrable Securities requested to be 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 515 of 538
14 

offered; provided further, however, that in the case of an underwritten offering in the form of a 

“takedown” under a shelf registration statement, such Registrable Securities are covered by an 

existing and effective Shelf Registration Statement that may be utilized for the offering and sale 

of the Registrable Securities requested to be offered. 

(b) The Company will cause the managing underwriter or underwriters of the 

proposed offering to permit the Holders that have requested Registrable Securities to be 

included in the Piggyback Offering to include all such Registrable Securities on the same terms 

and conditions as any similar securities, if any, of the Company. Notwithstanding the 

foregoing, if the managing underwriter or underwriters of such underwritten offering advises 

the Company and the selling Holders in writing that, in its view, the total amount of securities 

that the Company, such Holders and any other holders entitled to participate in such offering 

(“Other Holders”) propose to include in such offering is such as to materially adversely affect 

the success of such underwritten offering, then: 

(A) if such Piggyback Offering is an underwritten primary offering by the 

Company for its own account, the Company will include in such Piggyback Offering: (i) 

first, all securities to be offered by the Company; (ii) second, up to the full amount of 

securities requested to be included in such Piggyback Offering by the Holders; and (iii) 

third, up to the full amount of securities requested to be included in such Piggyback 

Offering by all Other Holders; 

(B) if such Piggyback Offering is an underwritten secondary offering for the 

account of Other Holders exercising “demand” rights (including pursuant to a Demand 

Registration Request), the Company will include in such registration: (i) first, all 

securities of the Other Holders exercising “demand” rights (including pursuant to a 

Demand Registration Request) requested to be included therein; (ii) second, up to the full 

amount of securities requested to be included in such Piggyback Offering by the Holders 

entitled to participate therein, allocated pro rata among such Holders on the basis of the 

amount of securities requested to be included therein by each such Holder; (iii) third, up 

to the full amount of securities proposed to be included in the registration by the 

Company; and (iv) fourth, up to the full amount of securities requested to be included in 

such Piggyback Offering by the Other Holders entitled to participate therein, allocated 

pro rata among such Other Holders on the basis of the amount of securities requested to 

be included therein by each such Other Holder; 

such that, in each case, the total amount of securities to be included in such Piggyback Offering 

is the full amount that, in the view of such managing underwriter, can be sold without materially 

adversely affecting the success of such Piggyback Offering. 

(c) If at any time after giving the Piggyback Notice and prior to the time sales of 

securities are confirmed pursuant to the Piggyback Offering, the Company determines for any 

reason not to register or delay the registration of the Piggyback Offering, the Company may, at 

its election, give notice of its determination to all Holders, and in the case of such a 

determination, will be relieved of its obligation to register any Registrable Securities in 

connection with the abandoned or delayed Piggyback Offering, without prejudice. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 516 of 538
15 

(d) Any Holder of Registrable Securities requesting to be included in a Piggyback 

Offering may withdraw its request for inclusion by giving written notice to the Company of its 

intention to withdraw from that registration, at least three (3) Business Days prior to the 

anticipated Effective Date of the Registration Statement filed in connection with such Piggyback 

Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf 

registration statement, at least three (3) Business Days prior to the anticipated date of the filing 

by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary 

supplemental prospectus, if one is used in the “takedown”) with respect to such offering; 

provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will 

be irrevocable and, after making the withdrawal, a Holder will no longer have any right to 

include its Registrable Securities in that Piggyback Offering. 

9. Registration Procedures. If and when the Company is required to effect any 

registration under the Securities Act as provided in Sections 2(a), 5(a), 6 or 8 of this Agreement, 

the Company shall use its reasonable best efforts to: 

(a) prepare and file with the Commission the requisite Registration Statement 

to effect such registration and thereafter use its reasonable best efforts to cause such 

Registration Statement to become and remain effective, subject to the limitations 

contained herein; 

(b) prepare and file with the Commission such amendments and supplements 

to such Registration Statement and the Prospectus used in connection therewith as may 

be necessary to keep such Registration Statement effective and to comply with the 

provisions of the Securities Act and the Exchange Act with respect to the disposition of 

all Registrable Securities covered by such Registration Statement until such time as all of 

such Registrable Securities have been disposed of in accordance with the method of 

disposition set forth in such Registration Statement, subject to the limitations contained 

herein; 

(c) (i) before filing a Registration Statement or Prospectus or any amendments 

or supplements thereto, at the Company’s expense, furnish to the Holders whose 

securities are covered by the Registration Statement copies of all such documents, other 

than documents that are incorporated by reference into such Registration Statement or 

Prospectus, proposed to be filed and such other documents reasonably requested by such 

Holders (which may be furnished by email), and afford Counsel to the Holders a 

reasonable opportunity to review and comment on such documents; and (ii) in connection 

with the preparation and filing of each such Registration Statement pursuant to this 

Agreement, (A) upon reasonable advance notice to the Company, give each of the 

foregoing such reasonable access to all financial and other records, corporate documents 

and properties of the Company as shall be necessary, in the reasonable opinion of 

Counsel to the Holders and such underwriters, to conduct a reasonable due diligence 

investigation for purposes of the Securities Act and Exchange Act, and (B) upon 

reasonable advance notice to the Company and during normal business hours, provide 

such reasonable opportunities to discuss the business of the Company with its officers, 

directors, employees and the independent public accountants who have certified its 

financial statements as shall be necessary, in the reasonable opinion of Counsel to the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 517 of 538
16 

Holders and such underwriters, to conduct a reasonable due diligence investigation for 

purposes of the Securities Act and the Exchange Act; 

(d) notify each selling Holder of Registrable Securities, promptly after the 

Company receives notice thereof, of the time when such Registration Statement has been 

declared effective or a supplement to any Prospectus forming a part of such Registration 

Statement has been filed; 

(e) with respect to any offering of Registrable Securities, furnish to each 

selling Holder of Registrable Securities, and the managing underwriters for such 

Underwritten Offering, if any, without charge, such number of copies of the applicable 

Registration Statement, each amendment and supplement thereto, the Prospectus included 

in such Registration Statement (including each preliminary Prospectus, final Prospectus, 

and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or 

Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” 

as such term is defined under Rule 433 promulgated under the Securities Act), all 

exhibits and other documents filed therewith and such other documents as such seller or 

such managing underwriters may reasonably request including in order to facilitate the 

disposition of the Registrable Securities owned by such seller, and upon request, a copy 

of any and all transmittal letters or other correspondence to or received from, the 

Commission or any other governmental authority relating to such offer; 

(f) (i) register or qualify all Registrable Securities covered by such 

Registration Statement under such other securities or Blue Sky laws of such states or 

other jurisdictions of the United States of America as the Holders covered by such 

Registration Statement shall reasonably request in writing, (ii) keep such registration or 

qualification in effect for so long as such Registration Statement remains in effect and 

(iii) take any other action that may be necessary or reasonably advisable to enable such 

Holders to consummate the disposition in such jurisdictions of the securities to be sold by 

such Holders, except that the Company shall not for any such purpose be required to 

qualify generally to do business as a foreign corporation in any jurisdiction wherein it 

would not but for the requirements of this subsection (f) be obligated to be so qualified, 

to subject itself to taxation in such jurisdiction or to consent to general service of process 

in any such jurisdiction; 

(g) cause all Registrable Securities included in such Registration Statement to 

be registered with or approved by such other federal or state governmental agencies or 

authorities as necessary upon the opinion of counsel to the Company or Counsel to the 

Holders of Registrable Securities included in such Registration Statement to enable such 

Holder or Holders thereof to consummate the disposition of such Registrable Securities in 

accordance with their intended method of distribution thereof; 

(h) with respect to any Underwritten Offering, obtain and, if obtained, furnish 

to each Holder that is named as an underwriter in such Underwritten Offering and each 

other underwriter thereof, a signed 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 518 of 538
17 

(A) opinion of outside counsel for the Company (including a 

customary 10b-5 statement), dated the date of the closing under the underwriting 

agreement and addressed to the underwriters, reasonably satisfactory (based on 

the customary form and substance of opinions of issuers’ counsel customarily 

given in such an offering) in form and substance to such underwriters, if any, and 

(B) “comfort” letter, dated the date of the underwriting agreement and 

another dated the date of the closing under the underwriting agreement and 

addressed to the underwriters and signed by the independent public accountants 

who have certified the Company’s financial statements included or incorporated 

by reference in such registration statement, reasonably satisfactory (based on the 

customary form and substance of “cold comfort” letters of issuers’ independent 

public accountant customarily given in such an offering) in form and substance to 

such Holder and such underwriters, if any, 

in each case, covering substantially the same matters with respect to such 

Registration Statement (and the Prospectus included therein) and, in the case of 

the accountants’ comfort letter, with respect to events subsequent to the date of 

such financial statements, as are customarily covered in opinions of issuer’s 

counsel and in accountants’ comfort letters delivered to underwriters in such types 

of offerings of securities; 

(i) notify each Holder of Registrable Securities included in such Registration 

Statement at any time when a Prospectus relating thereto is required to be delivered under 

the Securities Act, upon discovery that, or upon the happening of any event as a result of 

which, the Prospectus included in such Registration Statement, as then in effect, includes 

an untrue statement of a material fact or omits to state a material fact necessary in order 

to make the statements therein, in the light of the circumstances under which they were 

made, not misleading and for which the Company chooses to suspend the use of the 

Registration Statement and Prospectus in accordance with the terms of this Agreement, 

and, at the written request of any such Holder, promptly prepare and furnish to it a 

reasonable number of copies of a supplement to or an amendment of such Prospectus as 

may be necessary so that, as thereafter delivered to the purchasers of such securities, such 

Prospectus, as supplemented or amended, shall not include an untrue statement of a 

material fact or omit to state a material fact necessary in order to make the statements 

therein, in the light of the circumstances under which they were made, not misleading; 

(j) notify the Holders of Registrable Securities included in such Registration 

Statement promptly of any request by the Commission for the amending or 

supplementing of such Registration Statement or Prospectus or for additional 

information; 

(k) advise the Holders of Registrable Securities included in such Registration 

Statement promptly after the Company receives notice or obtains knowledge of any order 

suspending the effectiveness of a registration statement relating to the Registrable 

Securities at the earliest practicable moment and promptly use its reasonable best efforts 

to obtain the withdrawal; 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 519 of 538
18 

(l) otherwise comply with all applicable rules and regulations of the 

Commission and any other governmental agency or authority having jurisdiction over the 

offering of Registrable Securities, and make available to its stockholders, as soon as 

reasonably practicable, an earnings statement covering the period of at least twelve (12) 

months, but not more than eighteen (18) months, beginning with the first (1st) full 

calendar month after the Effective Date of such Registration Statement, which earnings 

statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 

and which requirement will be deemed satisfied if the Company timely files complete 

and accurate information on Form 10-Q and 10-K and Current Reports on Form 8-K 

under the Exchange Act and otherwise complies with Rule 158; 

(m) provide and cause to be maintained a transfer agent and registrar for the 

Registrable Securities included in a Registration Statement no later than the Effective 

Date thereof; 

(n) enter into such agreements (including an underwriting agreement in 

customary form) and take such other actions as the Holders beneficially owning a 

majority of the Registrable Securities included in a Registration Statement or the 

underwriters, if any, shall reasonably request in order to expedite or facilitate the 

disposition of such Registrable Securities, including customary indemnification; and 

provide reasonable cooperation, including causing at least one (1) executive officer and a 

senior financial officer to attend and participate in “road shows” and other information 

meetings organized by the underwriters, if any, as reasonably requested; provided, 

however, that the Company shall have no obligation to participate in more than three (3) 

“road shows” in any twelve (12)-month period and such participation shall not 

unreasonably interfere with the business operations of the Company; 

(o) if requested by the managing underwriter(s) or the Holders beneficially 

owning a majority of the Registrable Securities being sold in connection with an 

Underwritten Offering, promptly incorporate in a prospectus supplement or post-effective 

amendment such information relating to the plan of distribution for such shares of 

Registrable Securities provided to the Company in writing by the managing underwriters 

and the Holders of a majority of the Registrable Securities being sold and that is required 

to be included therein relating to the plan of distribution with respect to such Registrable 

Securities, including without limitation, information with respect to the number of 

Registrable Securities being sold to such underwriters, the purchase price being paid 

therefor by such underwriters and with respect to any other terms of the Underwritten 

Offering of the Registrable Securities to be sold in such offering, and make any required 

filings with respect to such information relating to the plan of distribution as soon as 

practicable after notified of the information; 

(p) cooperate with the Holders of Registrable Securities included in a 

Registration Statement and the managing underwriter(s), if any, to facilitate the timely 

preparation and delivery of certificates representing Registrable Securities to be sold and 

not bearing any restrictive legends, and enable such Registrable Securities to be in such 

share amounts and registered in such names as the managing underwriters, or, if none, the 

Holders beneficially owning a majority of the Registrable Securities being offered for 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 520 of 538
19 

sale, may reasonably request at least three (3) Business Days prior to any sale of 

Registrable Securities to the underwriters; 

(q) cause all Registrable Securities included in a Registration Statement to be 

listed on a national securities exchange on which similar securities issued by the 

Company are then listed, if at all; and 

(r) otherwise use its reasonable best efforts to take all other steps necessary to 

effect the registration of such Registrable Securities contemplated hereby. 

In addition, at least fifteen (15) Trading Days prior to the first anticipated filing date of a 

Registration Statement for any registration under this Agreement, the Company will notify each 

Holder of the information the Company requires from that Holder, including any update to or 

confirmation of the information contained in the Selling Stockholder Questionnaire, if any, 

which shall be completed and delivered to the Company promptly upon request and, in any 

event, within five (5) Trading Days prior to the applicable anticipated filing date. Each Holder 

further agrees that it shall not be entitled to be named as a selling security-holder in the 

Registration Statement or use the Prospectus for offers and resales of Registrable Securities at 

any time, unless such Holder has returned to the Company a completed and signed Selling 

Stockholder Questionnaire and a response to any requests for further information as described in 

the previous sentence and, if an Underwritten Offering, entered into an underwriting agreement 

with the underwriters in accordance with Section 6(b). If a Holder of Registrable Securities 

returns a Selling Stockholder Questionnaire or a request for further information, in either case, 

after its respective deadline, the Company shall be permitted to exclude such Holder from being 

a selling security holder in the Registration Statement or any pre-effective or post-effective 

amendment thereto. Each Holder acknowledges and agrees that the information in the Selling 

Stockholder Questionnaire or request for further information as described in this Section 9 will 

be used by the Company in the preparation of the Registration Statement and hereby consents to 

the inclusion of such information in the Registration Statement. 

10. Registration Expenses. All fees and expenses incident to the Company’s 

performance of or compliance with its obligations under this Agreement (excluding any 

underwriting discounts, fees or selling commissions or broker or similar commissions or fees 

(which shall be borne by participating Holders on a pro rata basis), or transfer taxes of any 

Holder) shall be borne by the Company whether or not any Registrable Securities are sold 

pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence 

shall include, without limitation, (i) all registration and filing fees and expenses (including, 

without limitation, fees and expenses (A) with respect to filings required to be made with any 

Trading Market on which the New Gymboree Common Shares are then listed for trading, if any, 

(B) with respect to compliance with applicable state securities or Blue Sky laws (including, 

without limitation, fees and disbursements of counsel for the Company, any Underwriters or 

Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities 

and determination of the eligibility of the Registrable Securities for investment under the laws of 

such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in 

connection with an issuer filing, with respect to any filing that may be required to be made by 

any broker through which a Holder intends to make sales of Registrable Securities with the 

Financial Industry Regulatory Authority (“FINRA”) pursuant to FINRA Rule 5110, so long as 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 521 of 538
20 

the broker is receiving no more than a customary brokerage commission in connection with such 

sale, (ii) all expenses of any Persons in preparing or assisting in preparing, word processing, 

printing and distributing any Registration Statement, any Prospectus, any free writing prospectus 

and any amendments or supplements thereto, any underwriting agreements, securities sales 

agreements or other similar agreements and any other documents relating to the performance of 

and compliance with this Agreement (including, without limitation, expenses of printing 

certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses 

is reasonably requested by the Holders of a majority of the Registrable Securities included in the 

Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees 

and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in 

connection with any road show for Underwritten Offerings, (vi) Securities Act liability 

insurance, if the Company so desires such insurance, (vii) all rating agency fees, if any, and any 

fees associated with making the Registrable Securities eligible for trading through The 

Depository Trust Company, and (viii) fees and expenses of all other Persons retained by the 

Company in connection with the consummation of the transactions contemplated by this 

Agreement. In addition, the Company will pay the reasonable fees and disbursements of the 

Counsel to the Holders, including, for the avoidance of doubt, any expenses of Counsel to the 

Holders in connection with the filing or amendment of any Registration Statement, Prospectus or 

free writing prospectus hereunder or any Underwritten Offering. 

11. Lockups. 

(a) [In connection with any Underwritten Takedown or underwritten 

registration pursuant to a Demand Registration Request or other underwritten public offering of 

equity securities by the Company, except with the written consent of the underwriters managing 

such offering, no Holder who participates in such offering shall effect any public sale or 

distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any 

securities convertible into or exchangeable or exercisable for such securities, without prior 

written consent from the Company, during the seven (7) days prior to and the sixty ([60])-day 

period beginning on the date of closing of such offering (the “Lockup Period”), except as part of 

such offering, provided, that such Lockup Period restrictions are applicable on substantially 

similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; 

provided that nothing herein will prevent any Holder from making a distribution of Registrable 

Securities to any of its partners, members or stockholders thereof or a transfer of Registrable 

Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable 

securities laws, so long as such distributees or transferees, as applicable, agree to be bound by 

the restrictions set forth in this Section 11(a). Each Holder agrees to execute a lock-up 

agreement in favor of the Company’s underwriters to such effect and, in any event, that the 

Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 

11(a). The provisions of this Section 11(a) will no longer apply to a Holder once such Holder 

ceases to hold Registrable Securities.]2

(b) In connection with any Underwritten Offering, the Company shall not 

effect any public sale or distribution of equity securities of the Company, or any securities 

convertible into or exchangeable or exercisable for such securities, without prior written consent 

 

2

 TBD 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 522 of 538
21 

from the Majority Holders, during the Lockup Period, except as part of such offering, provided, 

that such Lockup Period restrictions are applicable on substantially similar terms to the Majority 

Holders. The Company agrees to execute a lock-up agreement in favor of the underwriters in 

any relevant offering to such effect and, in any event, that the underwriters in any relevant 

offering shall be third party beneficiaries of this Section 11(b). Notwithstanding the foregoing, 

the Company may effect a public sale or distribution of securities of the type described above 

and during the periods described above if such sale or distribution is made pursuant to 

registrations on Form S-4 or Form S-8 or as part of any registration of securities of offering and 

sale to employees, directors or consultants of the company and its subsidiaries pursuant to any 

employee stock plan or other employee benefit plan arrangement. 

12. Indemnification. 

(a) Indemnification by the Company. The Company shall, notwithstanding any 

termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, 

directors, agents, partners, members, investment manager, managers, stockholders, Affiliates and 

employees of each of them, each Person who controls any such Holder (within the meaning of 

Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, 

partners, members, investment manager, managers, stockholders, agents and employees of each 

such controlling Person, to the fullest extent permitted by applicable law, from and against any 

and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs 

of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, 

“Losses”), to which any of them may become subject, that arise out of or are based upon (i) any 

untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 

Prospectus or any form of prospectus or in any amendment or supplement thereto or in any 

preliminary prospectus or (ii) any omission or alleged omission to state a material fact required 

to be stated therein or necessary to make the statements therein (in the case of any Prospectus or 

form of prospectus or supplement thereto, in the light of the circumstances under which they 

were made) not misleading, except to the extent, but only to the extent, that (A) such untrue 

statements, alleged untrue statements, omissions or alleged omissions are based upon 

information regarding such Holder furnished in writing to the Company by such Holder 

expressly for use therein, or to the extent that such information relates to such Holder or such 

Holder’s proposed method of distribution of Registrable Securities and was provided by such 

Holder expressly for use in the Registration Statement, such Prospectus or such form of 

Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an 

event of the type specified in Section 9(i), related to the use by a Holder of an outdated or 

defective Prospectus after the Company has notified such Holder in writing that the Prospectus is 

outdated or defective and prior to the receipt by such Holder of the Advice contemplated and 

defined in Section 16(c) below, but only if and to the extent that following the receipt of the 

Advice, the misstatement or omission giving rise to such Loss would have been corrected. Such 

indemnity shall remain in full force and effect regardless of any investigation made by or on 

behalf of an Indemnified Party (as defined in Section 12(c)), shall survive the transfer of the 

Registrable Securities by the Holders, and shall be in addition to any liability which the 

Company may otherwise have. 

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, 

indemnify and hold harmless the Company, its respective directors, officers, agents and 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 523 of 538
22 

employees, each Person who controls the Company (within the meaning of Section 15 of the 

Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or 

employees of such controlling Persons, to the fullest extent permitted by applicable law, from 

and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue 

statement of a material fact contained in any Registration Statement, any Prospectus, or any form 

of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or 

arising out of or relating to any omission or alleged omission of a material fact required to be 

stated therein or necessary to make the statements therein (in the case of any Prospectus, or any 

form of prospectus or supplement thereto, in the light of the circumstances under which they 

were made) not misleading (i) to the extent, but only to the extent, that such untrue statements or 

omissions are based upon information regarding such Holder furnished in writing to the 

Company by such Holder expressly for use therein or (ii) to the extent, but only to the extent, 

that such information relates to such Holder or such Holder’s proposed method of distribution of 

Registrable Securities and was provided by such Holder expressly for use in a Registration 

Statement, such Prospectus or such form of Prospectus or in any amendment or supplement 

thereto or (iii) in the case of an occurrence of an event of the type specified in Section 9(i), to the 

extent, but only to the extent, related to the use by such Holder of an outdated or defective 

Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated 

or defective and prior to the receipt by such Holder of the Advice contemplated in Section 16(c), 

but only if and to the extent that following the receipt of the Advice the misstatement or 

omission giving rise to such Loss would have been corrected. In no event shall the liability of 

any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds 

received by such Holder upon the sale of the Registrable Securities giving rise to such 

indemnification obligation. Such indemnity shall remain in full force and effect regardless of 

any investigation made by or on behalf of an Indemnified Party (as defined in Section 12(c)), 

shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to 

any liability which the Holder may otherwise have. 

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or 

asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such 

Indemnified Party shall promptly notify the Person from whom indemnity is sought (the 

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the 

defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified 

Party and the payment of all reasonable fees and expenses incurred in connection with the 

defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not 

relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except 

(and only) to the extent that such failure shall have materially and adversely prejudiced the 

Indemnifying Party. 

An Indemnified Party shall have the right to employ separate counsel in any such 

Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel 

shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party 

has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed 

promptly to assume the defense of such Proceeding and to employ counsel reasonably 

satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any 

such Proceeding (including any impleaded parties) include both such Indemnified Party and the 

Indemnifying Party, and such Indemnified Party shall have been advised by counsel that in the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 524 of 538
23 

reasonable judgment of such counsel a conflict of interest exists if the same counsel were to 

represent such Indemnified Party and the Indemnifying Party; provided, that the Indemnifying 

Party shall not be liable for the reasonable and documented fees and expenses of more than one 

separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall 

not be liable for any settlement of any such Proceeding effected without its written consent, 

which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying 

Party shall, without the prior written consent of the Indemnified Party, effect any settlement of 

any pending Proceeding in respect of which any Indemnified Party is a party, unless such 

settlement includes an unconditional release of such Indemnified Party from all liability on 

claims that are the subject matter of such Proceeding. 

Subject to the terms of this Agreement, all reasonable and documented fees and expenses 

of the Indemnified Party (including reasonable and documented fees and expenses to the extent 

incurred in connection with investigating or preparing to defend such Proceeding in a manner not 

inconsistent with this Section 12(c)) shall be paid to the Indemnified Party, as incurred, with 

reasonable promptness after receipt of written notice thereof to the Indemnifying Party; 

provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that 

portion of such fees and expenses applicable to such actions for which such Indemnified Party is 

finally judicially determined to not be entitled to indemnification hereunder. The failure to 

deliver written notice to the Indemnifying Party within a reasonable time of the commencement 

of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified 

Party under this Section 12, except to the extent that the Indemnifying Party is materially and 

adversely prejudiced in its ability to defend such action. 

(d) Contribution. If a claim for indemnification under Section 12(a) or (b) is 

unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any 

Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall 

contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in 

such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and 

Indemnified Party in connection with the actions, statements or omissions that resulted in such 

Losses as well as any other relevant equitable considerations. The relative fault of such 

Indemnifying Party and Indemnified Party shall be determined by reference to, among other 

things, whether any action in question, including any untrue or alleged untrue statement of a 

material fact or omission or alleged omission of a material fact, has been taken or made by, or 

relates to information supplied by, such Indemnifying Party or Indemnified Party, and the 

parties’ relative intent, knowledge, access to information and opportunity to correct or prevent 

such action, statement or omission. 

The parties hereto agree that it would not be just and equitable if contribution pursuant to 

this Section 12(d) were determined by pro rata allocation or by any other method of allocation 

that does not take into account the equitable considerations referred to in the immediately 

preceding paragraph. Notwithstanding the provisions of this Section 12(d), no Holder shall be 

required to contribute, in the aggregate, any amount in excess of the amount by which the net 

proceeds actually received by such Holder from the sale of the Registrable Securities subject to 

the Proceeding exceeds the amount of any damages that such Holder has otherwise been required 

to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No 

person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 525 of 538
24 

Securities Act) shall be entitled to contribution from any Person who was not guilty of such 

fraudulent misrepresentation. 

13. Section 4(a)(7), Rule 144 and Rule 144A; Other Exemptions. With a view to 

making available to the Holders of Registrable Securities the benefits of Rule 144 and 

Rule 144A and other rules and regulations of the Commission that may at any time permit a 

Holder of Registrable Securities to sell securities of the Company without registration, until such 

time as when no Registrable Securities remain outstanding, the Company covenants that it will 

(i) if it is subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, file in 

a timely manner all reports and other documents required, if any, to be filed by it under the 

Securities Act and the Exchange Act and the rules and regulations adopted thereunder, or (ii) if it 

is not subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, make 

available information necessary to comply with Section 4(a)(7) of the Securities Act and 

Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under 

the Securities Act, at all times, all to the extent required from time to time to enable such Holder 

to sell Registrable Securities without registration under the Securities Act within the limitation of 

the exemptions provided by (x) Section 4(a)(7) of the Securities Act and Rule 144 and 

Rule 144A (if available with respect to resales of the Registrable Securities), as such rules may 

be amended from time to time, or (y) any other rules or regulations now existing or hereafter 

adopted by the Commission. Upon the reasonable request of any Holder of Registrable 

Securities, the Company will deliver to such Holder a written statement as to whether it has 

complied with such information requirements, and, if not, the specific reasons for noncompliance. 

14. Transfer of Registration Rights. Any Holder may freely assign its rights 

hereunder on a pro rata basis in connection with any sale, transfer, assignment, or other 

conveyance (any of the foregoing, a “Transfer”) of Registrable Securities to any transferee or 

assignee; provided, that all of the following additional conditions are satisfied: (a) such Transfer 

is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in 

writing to become subject to the terms of this Agreement; and (c) the Company is given written 

notice by such Holder of such Transfer, stating the name and address of the transferee or 

assignee and identifying the Registrable Securities with respect to which such rights are being 

transferred or assigned and provide the amount of any other capital stock of the Company 

beneficially owned by such transferee or assignee; provided further, that (i) any rights assigned 

hereunder shall apply only in respect of the Registrable Securities that are Transferred and not in 

respect of any other securities that the transferee or assignee may hold and (ii) any Registrable 

Securities that are Transferred may cease to constitute Registrable Securities following such 

Transfer in accordance with the terms of this Agreement. 

15. Further Assurances. Each of the parties hereto shall execute all such further 

instruments and documents and take all such further action as any other party hereto may 

reasonably require in order to effectuate the terms and purposes of this Agreement. 

16. Miscellaneous. 

(a) Remedies. Any Person having rights under any provision of this Agreement 

shall be entitled to enforce such rights specifically to recover damages caused by reason of any 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 526 of 538
25 

breach of any provision of this Agreement and to exercise all other rights granted by law. The 

parties hereto agree and acknowledge that money damages may not be an adequate remedy for 

any breach of the provisions of this Agreement and that any party may in its sole discretion apply 

to any court of law or equity of competent jurisdiction (without posting any bond or other 

security) for specific performance and for other injunctive relief in order to enforce or prevent 

violation of the provisions of this Agreement. 

(b) Compliance. Each Holder covenants and agrees that it will comply with the 

prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption 

therefrom is available) in connection with sales of Registrable Securities pursuant to any 

Registration Statement and shall sell the Registrable Securities only in accordance with a method 

of distribution described in each Registration Statement. 

(c) Discontinued Disposition. By its acquisition of Registrable Securities, each 

Holder agrees that, upon receipt of a notice from the Company of the occurrence of a Grace 

Period or any event of the kind described in Section 9(i), such Holder will forthwith discontinue 

disposition of such Registrable Securities under a Registration Statement until it is advised in 

writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have 

been supplemented or amended) may be resumed. The Company may provide appropriate stop 

orders to enforce the provisions of this paragraph. 

(d) Preservation of Rights. The Company shall not grant any registration rights to 

third parties which are more favorable than or inconsistent with the rights granted hereunder 

unless any such more favorable rights are concurrently added to the rights granted hereunder. 

(e) No Inconsistent Agreements. The Company shall not hereafter enter into any 

agreement with respect to its securities which is inconsistent with or violates the rights granted to 

the Holders in this Agreement. 

(f) Amendments and Waivers. The provisions of this Agreement, including the 

provisions of this sentence, may not be amended, modified or supplemented, or waived unless 

the same shall be in writing and signed by the Company and Holders holding at least a majority 

of the then outstanding Registrable Securities; provided, however, that any party may give a 

waiver as to itself; provided further, however, that no amendment, modification, supplement, or 

waiver that disproportionately and adversely affects, alters, or changes the interests of any 

Holder shall be effective against such Holder without the prior written consent of such Holder; 

provided further, however, that the definition of “Holders” in Section 1 and the provisions of 

Section 2(c) may not be amended, modified or supplemented, or waived unless in writing and 

signed by all the signatories to this Agreement; and provided further, that the waiver of any 

provision with respect to any Registration Statement or offering may be given by Holders 

holding at least a majority of the then outstanding Registrable Securities entitled to participate in 

such offering or, if such offering shall have been commenced, having elected to participate in 

such offering. Notwithstanding the foregoing, a waiver or consent to depart from the provisions 

hereof with respect to a matter that relates exclusively to the rights of certain Holders and that 

does not directly or indirectly affect the rights of other Holders may be given by Holders of a 

majority of the Registrable Securities to which such waiver or consent relates; provided, 

however, that the provisions of this sentence may not be amended, modified, or supplemented 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 527 of 538
26 

except in accordance with the provisions of the immediately preceding sentence. No waiver of 

any terms or conditions of this Agreement shall operate as a waiver of any other breach of such 

terms and conditions or any other term or condition, nor shall any failure to enforce any 

provision hereof operate as a waiver of such provision or of any other provision hereof. No 

written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be 

construed to effect a continuing waiver of the provisions being waived and no such waiver in any 

instance shall constitute a waiver in any other instance or for any other purpose or impair the 

right of the party against whom such waiver is claimed in all other instances or for all other 

purposes to require full compliance with such provision. The failure of any party to enforce any 

provision of this Agreement shall not be construed as a waiver of such provision and shall not 

affect the right of such party thereafter to enforce each provision of this Agreement in 

accordance with its terms. 

(g) Notices. Any notice or other communication required or which may be given 

hereunder shall be in writing and shall be sent by certified or regular mail, by private national 

courier service (return receipt requested, postage prepaid), by personal delivery, by electronic 

mail or by facsimile transmission. Such notice or communication shall be deemed given (i) if 

mailed, two days after the date of mailing, (ii) if sent by national courier service, one Business 

Day after being sent, (iii) if delivered personally, when so delivered, (iv) if sent by electronic 

mail, on the Business Day such electronic mail is transmitted, or (v) if sent by facsimile 

transmission, on the Business Day such facsimile is transmitted, in each case as follows: 

(A) If to the Company: 

The Gymboree Corporation 

500 Howard Street 

San Francisco, California 94105 

Attn: Kimberly MacMillan 

Facsimile: (415) 278-7562 

Email: kimberly_macmillan@gymboree.com 

with a copy (which shall not constitute notice) to: 

Kirkland & Ellis LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Attn: Steven Serajeddini 

 Craig Garvey 

 

Facsimile: (312) 862-2200 

E-mail: steven.serajeddini@kirkland.com 

 craig.garvey@kirkland.com 

 

(B) If to the Holders (or to any of them), at their addresses as they appear in 

the records of the Company or the records of the transfer agent or registrar, if any, for the 

New Gymboree Common Shares. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 528 of 538
27 

If any time period for giving notice or taking action hereunder expires on a day 

which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in 

which the Company’s principal office is located, the time period shall automatically be extended 

to the Business Day immediately following such Saturday, Sunday or legal holiday. 

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the 

benefit of and be enforceable by the parties hereto and their respective successors and assigns 

(including any trustee in bankruptcy). In addition, and whether or not any express assignment 

shall have been made, the provisions of this Agreement which are for the benefit of the Holders 

of Registrable Securities (or any portion thereof) as such shall be for the benefit of and 

enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); 

provided, that such subsequent holder of Registrable Securities shall be required to execute a 

joinder to this Agreement in form and substance reasonably satisfactory to the Company, 

agreeing to be bound by its terms. No assignment or delegation of this Agreement by the 

Company, or any of the Company’s rights, interests or obligations hereunder, shall be effective 

against any Holder without the prior written consent of such Holder. 

(i) Execution and Counterparts. This Agreement may be executed simultaneously 

in two or more counterparts, any one of which need not contain the signatures of more than one 

party, but all such counterparts taken together shall constitute one and the same Agreement. 

(j) Delivery by Facsimile. This Agreement, the agreements referred to herein, and 

each other agreement or instrument entered into in connection herewith or therewith or 

contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and 

delivered by means of a facsimile machine or other electronic means, shall be treated in all 

manner and respects as an original agreement or instrument and shall be considered to have the 

same binding legal effect as if it were the original signed version thereof delivered in person. At 

the request of any party hereto or to any such agreement or instrument, each other party hereto or 

thereto shall re-execute original forms thereof and deliver them to all other parties. No party 

hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other 

electronic means to deliver a signature or the fact that any signature or agreement or instrument 

was transmitted or communicated through the use of a facsimile machine or other electronic 

means as a defense to the formation or enforceability of a contract and each such party forever 

waives any such defense. 

(k) Governing Law; Venue. This Agreement shall be governed by, and construed 

in accordance with, the laws of the State of New York, without giving effect to any choice of law 

or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) 

to the extent such rules or provisions would cause the application of the laws of any jurisdiction 

other than the State of New York. Each of the parties to this Agreement consents and agrees that 

any action to enforce this Agreement or any dispute, whether such dispute arises in law or equity, 

arising out of or relating to this Agreement, shall be brought exclusively in the United States 

District Court for the Southern District of New York or any New York State Court sitting in New 

York City. The parties hereto consent and agree to submit to the exclusive jurisdiction of such 

courts. Each of the parties to this Agreement waives and agrees not to assert in any such dispute, 

to the fullest extent permitted by applicable law, any claim that (i) such party and such party’s 

property is immune from any legal process issued by such courts or (ii) any litigation or other 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 529 of 538
28 

proceeding commenced in such courts is brought in an inconvenient forum. The parties hereby 

agree that mailing of process or other papers in connection with any such action or proceeding to 

an address provided in writing by the recipient of such mailing, or in such other manner as may 

be permitted by law, shall be valid and sufficient service thereof and hereby waive any 

objections to service in the manner herein provided. 

(l) Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to 

waive its respective rights to a jury trial of any claim or cause of action based upon or arising out 

of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all 

disputes that may be filed in any court and that relate to the subject matter of this Agreement, 

including contract claims, tort claims and all other common law and statutory claims. Each party 

hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that 

each has already relied on this waiver in entering into this Agreement, and that each will 

continue to rely on this waiver in their related future dealings. Each party hereto further warrants 

and represents that it has reviewed this waiver with its legal counsel and that it knowingly and 

voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER 

IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR 

IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY 

REFERRING TO THIS SECTION 16(l) AND EXECUTED BY EACH OF THE PARTIES 

HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, 

RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event 

of litigation, this Agreement may be filed as a written consent to a trial by the court. 

(m) Severability. Whenever possible, each provision of this Agreement shall be 

interpreted in such manner as to be effective and valid under applicable law, but if any provision 

of this Agreement is held to be invalid, illegal or unenforceable in any respect under any 

applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not 

affect any other provision or the effectiveness or validity of any provision in any other 

jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as 

if such invalid, illegal or unenforceable provision had never been contained herein. 

(n) Descriptive Headings; Interpretation; No Strict Construction. The descriptive 

headings of this Agreement are inserted for convenience only and do not constitute a substantive 

part of this Agreement. Whenever required by the context, any pronoun used in this Agreement 

shall include the corresponding masculine, feminine or neuter forms, and the singular forms of 

nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, 

document, or instrument means such agreement, document, or instrument as amended or 

otherwise modified from time to time in accordance with the terms thereof, and, if applicable, 

hereof. The words “include”, “includes” or “including” in this Agreement shall be deemed to be 

followed by “without limitation”. The use of the words “or,” “either” or “any” shall not be 

exclusive. The parties hereto have participated jointly in the negotiation and drafting of this 

Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be 

construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall 

arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this 

Agreement. All references to laws, rules, regulations and forms in this Agreement shall be 

deemed to be references to such laws, rules, regulations and forms, as amended from time to 

time or, to the extent replaced, the comparable successor thereto in effect at the time. All 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 530 of 538
29 

references to agencies, self-regulatory organizations or governmental entities in this Agreement 

shall be deemed to be references to the comparable successors thereto from time to time. 

(o) Entire Agreement. This Agreement and any certificates, documents, instruments 

and writings that are delivered pursuant hereto, constitutes the entire agreement and 

understanding of the parties in respect of the subject matter hereof and supersedes all prior 

understandings, agreements or representations by or among the parties, written or oral, to the 

extent they relate in any way to the subject matter hereof. 

(p) Termination. The obligations of the Company and of any Holder, other than 

those obligations contained in Section 12 and this Section 16, shall terminate with respect to the 

Company and such Holder as soon as such Holder no longer beneficially owns any Registrable 

Securities. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 531 of 538
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement 

as of the date first written above. 

THE GYMBOREE CORPORATION 

By: __________________________ 

Name: 

Title: 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 532 of 538
IN WITNESS WHEREOF, the undersigned parties have executed this Registration 

Rights Agreement as of the date first written above. 

HOLDERS: 

[Holder Name]

By:________________________ 

Name: 

Title: 

 By checking this box, the Holder signing above hereby requests the inclusion of all of its 

Registrable Securities in the Initial Shelf Registration Statement. 

 By checking this box, the Holder signing above hereby requests the inclusion of 

_____________________ of its Registrable Securities in the Initial Shelf Registration 

Statement, constituting less than all of its Registrable Securities. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 533 of 538
EXHIBIT H

Members of the New Boards and Section 1129(a)(5) of the Bankruptcy Code Disclosures

As of the Effective Date, the term of the current members of the board of directors of the 

Debtors shall expire, and the New Boards and the officers of each of the Reorganized Debtors 

shall be appointed in accordance with the New Organizational Documents, other constituent 

documents of each Reorganized Debtor, and the Plan. The Reorganized Gymboree Board will 

be composed of seven members as of the Effective Date as follows: (a) Chief Executive Officer 

of the Reorganized Gymboree (who shall be the Chief Executive Officer of The Gymboree 

Corporation immediately prior to the occurrence of the Effective Date); (b) Ron Beegle of 

Carriage House Capital Advisors, LLC; (c) one member selected by Brigade Capital 

Management; (d) one member selected by Oppenheimer Funds, Inc.; (e) one member selected by 

Searchlight Capital Partners; and (f) two members selected by the Required Consenting 

Creditors. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose 

before Confirmation the identity, affiliations, and nature of any compensation of any Person 

proposed to serve on the New Boards or any Persons that will serve as an officer of the 

Reorganized Debtors. Each such director and officer shall serve from and after the Effective 

Date pursuant to the terms of the New Organizational Documents and other constituent 

documents of Reorganized Gymboree and the Reorganized Debtors.

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 534 of 538
EXHIBIT I

Description of Tax Transaction Steps

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 535 of 538
 2 

KE 48578240.1 

Sections 1123(a)(5)(C) and 1123(a)(5)(D) Transactions 

1. Plan Restructurings. Pursuant to the Plan, the Reorganized Debtors intend to implement 

the following Restructuring Transactions on or after the Effective Date (unless otherwise 

indicated below): 

A. As described in Article XVI of the Disclosure Statement, if the Restructuring Transactions 

undertaken pursuant to the Plan are structured as a taxable sale of the assets and/or 

stock of any Debtor, any Holder of Claims receiving recoveries under the Plan will be 

treated as exchanging its Claims for such recoveries in a fully taxable exchange (a 

“Taxable Transaction”). The Reorganized Debtors intend for the Restructuring 

Transactions to constitute a Taxable Transaction. Specifically— 

i. Prior to the Effective Date, Gymboree Retail Stores Inc. converts from a 

California corporation to a California limited liability company. 

ii. On or before the Effective Date, [Giraffe New Holding Co., Inc.], Giraffe New 

Parent Co., Inc., and Giraffe New Opco, Inc. are formed with nominal 

capitalization. 

iii. On the Effective Date, [Giraffe New Holding Co., Inc.] shall make a capital 

contribution of New Common Stock, and Subscription Rights to purchase the 

Rights Offering Shares under the Rights Offering to Giraffe New Parent Co., 

Inc. 

iv. Giraffe New Parent Co., Inc. shall contribute the shares of New Common 

Stock and the Subscription Rights to purchase the Rights Offering Shares 

under the Rights Offering to Giraffe New Opco, Inc. 

v. The Gymboree Corporation shall transfer all of its assets (including all of its 

stock or interests in Gymboree Retail Stores, LLC, Gymboree Australia Pty. 

Ltd., Gymboree Manufacturing, Inc., Gymboree Operations, Inc., Gymboree 

Island, LLC, Gym-Mark, Inc., Gymboree, Inc., and S.C.C. Wholesale, Inc.) to 

Giraffe New Opco, Inc. in exchange for (i) New Common Stock, (ii) the 

Subscription Rights to purchase the Rights Offering Shares under the Rights 

Offering, and (iii) Giraffe New Opco, Inc. assuming certain liabilities of The 

Gymboree Corporation. 

vi. After the Effective Date, at Giraffe New Opco, Inc.’s option, The Gymboree 

Corporation and Giraffe New Opco, Inc. will complete the forms required to 

make an election under Section 338(h)(10) of the U.S. Internal Revenue Code 

of 1986, as amended, and any corresponding elections under state, local or 

non-U.S. tax law (collectively, the “Section 338(h)(10) Elections”) with 

respect to the purchase and sale of the stock or interests of Gymboree Retail 

Stores, LLC, Gymboree Australia Pty. Ltd., Gymboree Manufacturing, Inc., 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 536 of 538
 3 

KE 48578240.1 

Gymboree Operations, Inc., Gymboree Island, LLC, Gym-Mark, Inc., 

Gymboree, Inc., and S.C.C. Wholesale, Inc. and any of their subsidiaries, to 

the extent that each is treated as a corporation for U.S. federal income tax 

purposes. 

vii. On the Effective Date, The Gymboree Corporation shall distribute all of its 

holdings of New Common Stock, and Subscription Rights to purchase the 

Rights Offering Shares under the Rights Offering to its creditors pursuant to 

the Plan. 

viii. [Giraffe New Holding Co., Inc.] shall issue Rights Offering Shares in exchange 

for cash pursuant to the Rights Offering. [Giraffe New Holding Co., Inc.] shall 

contribute cash received in exchange for the Rights Offering Shares to Giraffe 

New Parent Co, Inc. which shall contribute such cash to Giraffe New Opco, 

Inc. 

ix. Transaction documentation includes an asset purchase agreement. 

x. The timing of the Taxable Transaction steps taking place on the Effective 

Date shall be as follows: 

(a) First, [Giraffe New Holding Co., Inc.] contributes New Common Stock, and 

Subscription Rights to purchase the Rights Offering Shares under the 

Rights Offering to Giraffe New Parent Co., Inc. which New Common Stock, 

and Subscription Rights to purchase the Rights Offering Shares under the 

Rights Offering shall be contributed to Giraffe New Opco, Inc. 

(b) Second, Giraffe New Opco, Inc. purchases substantially all of the assets of 

The Gymboree Corporation in exchange for (i) the New Common Stock, 

(ii) the Subscription Rights to purchase the Rights Offering Shares under 

the Rights Offering, and (iii) assuming certain liabilities of The Gymboree 

Corporation. At Giraffe New Opco, Inc.’s option, after the Effective Date, 

The Gymboree Corporation and Giraffe New Opco, Inc. will complete the 

forms required to make an election under Section 338(h)(10) of the U.S. 

Internal Revenue Code of 1986, as amended, and any corresponding 

elections under state, local or non-U.S. tax law (collectively, the “Section 

338(h)(10) Elections”) with respect to the purchase and sale of the stock 

or interests of Gymboree Retail Stores, LLC, Gymboree Australia Pty. Ltd., 

Gymboree Manufacturing, Inc., Gymboree Operations, Inc., Gymboree 

Island, LLC, Gym-Mark, Inc., Gymboree, Inc., and S.C.C. Wholesale, Inc. 

and any of their subsidiaries, to the extent that each is treated as a 

corporation for U.S. federal income tax purposes. 

(c) Third, The Gymboree Corporation shall distribute all of its holdings of 

New Common Stock, and Subscription Rights to purchase the Rights 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 537 of 538
 4 

KE 48578240.1 

Offering Shares under the Rights Offering to its creditors pursuant to the 

Plan. 

(d) Fourth, except as otherwise provided for by the Plan, all Claims are 

discharged/cancelled pursuant to the Plan. 

(e) Fifth, [Giraffe New Holding Co., Inc.] shall issue Rights Offering Shares in 

exchange for cash pursuant to the Rights Offering. [Giraffe New Holding 

Co., Inc.] shall contribute cash received in exchange for the Rights 

Offering Shares to Giraffe New Parent Co, Inc. which shall contribute such 

cash to Giraffe New Opco, Inc. 

(f) Sixth, the equity interests in The Gymboree Corporation are cancelled 

pursuant to the Plan and The Gymboree Corporation liquidates. 

B. Prior to the end of the taxable year, Giraffe Holding, Inc., Giraffe Intermediate A, Inc., 

and Giraffe Intermediate B, Inc. shall each liquidate. 

Case 17-32986-KLP Doc 535 Filed 08/17/17 Entered 08/17/17 23:54:21 Desc Main

 Document Page 538 of 538