Exhibit 4.1


 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT
OF TEXAS 


HOUSTON
DIVISION 


 


	 	)	 	 
	In re:	)	Chapter 11	 
	 	)	 	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)	 
	 	)	 	 
	Debtors.	)	(Joint Administration Requested)	 
	 	)	Re: Docket No. 19	 
	 	)	 


 


INTERIM ORDER
APPROVING NOTIFICATION 


AND HEARING PROCEDURES
FOR CERTAIN TRANSFERS OF AND

 DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK


 





 



 


Upon
the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (collectively,
the “Debtors”) for entry of an interim order (this “Interim Order”) (a) approving the Procedures
related to transfers of Beneficial Ownership of and declarations of worthlessness with respect to Common Stock, (b) directing
that any purchase, sale, other transfer of, or declaration of worthlessness with respect to Common Stock in violation of the Procedures
shall be null and void ab initio, (c) granting related relief, and (d) scheduling a final hearing to consider approval
of the Motion on a final basis, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court
having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; and this Court having found that this is a core proceeding
pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district
is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion
is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’
notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need
be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein
at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual
bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings
had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained
on the website of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The
location of the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


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






 








    


     


    

 


1.       The
final hearing (the “Final Hearing”) on the Motion shall be held on August 27, 2020, at 3:30 p.m.,
prevailing Central Time. Any objections or responses to entry of a final order on the Motion shall be filed on or before 4:00
p.m., prevailing Central Time, on August 27, 2020. In the event no objections to entry of the Final Order on the Motion are
timely received, this Court may enter such Final Order without need for the Final Hearing.


 


2.       The
Procedures, as set forth in Annex 1 attached hereto, are approved.




 


3.       Any transfer of or declaration of worthlessness with respect to Beneficial Ownership of Common Stock in violation of the
Procedures, including but not limited to the notice requirements, shall be null and void ab initio.


 


4.       In the case of any such transfer of Beneficial Ownership of Common Stock in violation of the Procedures, including but not
limited to the notice requirements, the person or entity making such transfer shall be required to take remedial actions specified
by the Debtors, which may include the actions specified in Private Letter Ruling 201010009 (Dec. 4, 2009), to appropriately reflect
that such transfer is null and void ab initio.


 


5.       In the case of any such declaration of worthlessness with respect to Beneficial Ownership of Common Stock in violation
of the Procedures, including the notice requirements, the person or entity making such declaration
shall be required to file an amended tax return revoking such declaration and any related deduction to appropriately reflect that
such declaration is void ab initio.


 






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6.       Pending
the Final Hearing on August 27, 2020, any person or entity subject to the Procedures (e.g., any person who is a
Substantial Shareholder or would become a Substantial Shareholder and any person who is or becomes a 50-Percent Shareholder)
may file a motion and request an emergency hearing to obtain relief from this Interim Order. The Court may consider any such
request for emergency relief on less than twenty-four hours’ notice.


 


7.       The Debtors may retroactively or prospectively waive any and all restrictions, stays, and notification procedures set forth
in the Procedures.


 


8.       To the extent that this Interim Order is inconsistent with any prior order or pleading with respect to the Motion in these
chapter 11 cases (not including the DIP Order (as defined below)), the terms of this Interim Order shall govern.


 


9.       Notwithstanding
anything to the contrary in this Interim Order, any payment made or action taken by any of the Debtors pursuant to the
authority granted in this Interim Order must be in compliance with, and shall be subject to: (i) any interim or final order
approving the Debtors’ use of cash collateral and/ or any postpetition financing facility (in either case, the
“DIP Order”); (ii)  the documentation in respect of any such use of cash collateral and/or
postpetition financing; and (iii) the budget governing any such use of cash collateral and/or postpetition financing. To the
extent there is any inconsistency between the terms of the DIP Order and this Interim Order, the terms of the DIP Order shall
control.


 


10.     The requirements set forth in this Interim Order are in addition to the requirements of all applicable law and do not excuse
compliance therewith.


 






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11.       Notwithstanding the relief granted in this Interim Order and any actions taken pursuant to such relief, nothing in
this Interim Order shall be deemed: (a) an admission as to the amount of, basis for, or validity of any claim against a Debtor
entity under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in
interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or
admission that any particular claim is of a type specified or defined in the Motion or this Interim Order or a finding that any
particular claim is an administrative expense claim or other priority claim; (e) a request or authorization to assume, adopt, or
reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) an admission as to the validity, priority,
enforceability, or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors’ estates;
(g) a waiver or limitation of the Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any
other applicable law; or (h) a concession by the Debtors that any liens (contractual, common law, statutory, or otherwise) that
may be satisfied pursuant to the relief authorized in this Interim Order are valid, and the rights of all parties in interest are
expressly reserved to contest the extent, validity, or perfection or seek avoidance of all such liens.


 


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




 


13.       Notice of the Motion satisfies the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local Rules are satisfied
by such notice.


 


14.       Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order are immediately effective and enforceable
upon its entry.


 






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15.       The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Interim Order in accordance
with the Motion.


 


16.       This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation,
and enforcement of this Interim Order.


 


	Signed: August 03, 2020	/s/ Marvin Isgur
	 	Marvin Isgur
	 	United States Bankruptcy Judge



 






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Annex 1


 


Procedures for Transfers
of and Declarations of

 Worthlessness with Respect to Beneficial Ownership of Common Stock


 








    


     


    

 


 


PROCEDURES FOR TRANSFERS OF AND DECLARATIONS


OF WORTHLESSNESS
WITH RESPECT TO COMMON STOCK


 


The following procedures apply
to transfers of Common Stock:1


 


		a.	Any person or entity (as defined in section 101(15) of the Bankruptcy Code) who currently is
                                                                or becomes a Substantial Shareholder (as defined herein) must file with the Court, and serve upon: (i) the Debtors, 6100
                                                                Stevenson Boulevard, Fremont, California 94538, Attn: A. Alexander Rhodes; (ii)   proposed
                                                                counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg,
                                                                P.C. and Aparna Yenamandra; (iii) proposed co-counsel to the Debtors, Jackson Walker LLP, 1401 McKinney Street, Suite 1900,
                                                                Houston, Texas 77010, Attn: Matthew D. Cavenaugh and Victoria Argeroplos; (iv) the United States Trustee for the Southern
                                                                District of Texas, 515 Rusk Street, Suite 3516, Houston, Texas 77002, Attn: Hector Duran and Stephen Statham;
                                                                (v)  counsel to any statutory committee appointed in these chapter 11 cases; (vi)  
counsel to the Prepetition ABL Agent and the DIP Agent, (a) Morgan Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts
02110, Attn: Matthew F. Furlong, Julia Frost-Davies and Christopher L. Carter, and (b) Winstead PC, 600 Travis Street, Suite 5200,
Houston, Texas 77002, Attn: Sean Davis; (vii) counsel to term lenders under the Debtors’ prepetition term loan facility,
Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, 10166, Attn: Scott J. Greenberg and Jeremy D. Evans; (viii)
counsel to the indenture trustee for The Men’s Wearhouse,Inc. 7.00% Senior Notes due 2022,
Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, New York 1027 1, Attn: Elizabeth M. Clark; and (ix) to the
extent not listed herein, those parties requesting notice pursuant to Bankruptcy Rule 20002 (collectively, the “Notice
Parties”), a declaration of such status, substantially in the form of Annex 1A attached to these Procedures
(each, a “Declaration of Status as a Substantial Shareholder”), on or before the later of (A) twenty calendar
days after the date of the Notice of Interim Order (as defined herein), or (B) ten calendar days after becoming a Substantial Shareholder;
provided that, for the avoidance of doubt, the other procedures set forth herein shall apply to any Substantial Shareholder
even if no Declaration of Status as a Substantial Shareholder has been filed.



 


		b.	Prior to effectuating any transfer of Beneficial Ownership of Common Stock that would result in
an increase in the amount of Common Stock of which a Substantial Shareholder has Beneficial Ownership or would result in an entity
or individual becoming a Substantial Shareholder, the parties to such transaction must file with the Court, and serve upon the
Notice Parties, an advance written declaration of the intended transfer of Common Stock, substantially in the form of Annex 1B
attached to these Procedures (each, a “Declaration of Intent to Accumulate Common Stock”).



 





 






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



 






    


     


    

 


		c.	Prior to effectuating any transfer of Beneficial Ownership of Common Stock that would result in
a decrease in the amount of Common Stock of which a Substantial Shareholder has Beneficial Ownership or would result in an entity
or individual ceasing to be a Substantial Shareholder, the parties to such transaction must file with the Court, and serve upon
the Notice Parties, an advance written declaration of the intended transfer of Common Stock, substantially in the
form of Annex 1C attached to these Procedures (each, a “Declaration of Intent to Transfer Common
Stock,” and together with a Declaration of Intent to Accumulate Common Stock, each a “Declaration of
Proposed Transfer”).



 


		d.	The Debtors shall have twenty calendar days after receipt of a Declaration of Proposed Transfer
to file with the Court and serve on such Substantial Shareholder or potential Substantial Shareholder an objection to any proposed
transfer of Beneficial Ownership of Common Stock described in the Declaration of Proposed Transfer on the grounds that such transfer
might adversely affect the Debtors’ ability to utilize their Tax Attributes. If the Debtors timely file an objection, such
transaction will remain ineffective unless such objection is withdrawn by the Debtors or such transaction is approved by a final
and non-appealable order of the Court. If the Debtors do not object within such 20-day period, such transaction can proceed solely
as set forth in the Declaration of Proposed Transfer. Further transactions within the scope of this paragraph must be the subject
of additional notices in accordance with the procedures set forth herein, with an additional 20-day waiting period for each Declaration
of Proposed Transfer.



 


		e.	For purposes of these Procedures a “Substantial Shareholder” is any entity or
individual that has direct or indirect Beneficial Ownership of at least 2,200,494
shares of Common Stock (representing approximately 4.5 percent of all issued and outstanding shares of Common Stock).2



 


Procedures for Declarations of Worthlessness of
Common Stock


 


		a.	Any
                                         person or entity that currently is or becomes a 50-Percent Shareholder3 must
                                         file with the Court and serve upon the Notice Parties a declaration of such status as
                                         a 50-Percent Shareholder, substantially in the form attached to these Procedures as Annex
                                         1D (each, a “Declaration of Status as a 50-Percent Shareholder”),
on or before the later of (i) twenty calendar days after the date of the Notice of Interim Order, and (ii) ten calendar days after
becoming a 50-Percent Shareholder; provided that, for the avoidance of doubt, the other procedures set forth herein shall
apply to any 50-Percent Shareholder even if no Declaration of Status as a 50-Percent Shareholder has been filed.



 





 






		2	Based on approximately 48,899,867 shares of Common Stock outstanding
for purposes of section 382 of the IRC as of the Petition Date. 



 


		3	For purposes of the Procedures, a “50-Percent Shareholder” is any person or
entity that at any time since December 31, 2016, has owned
Beneficial Ownership of 50 percent or more of the Common Stock of the Debtors (determined in accordance with section 382(g)(4)(D)
of the IRC and the applicable Treasury Regulations thereunder).



 






    2


     


    

  


		b.	Prior to filing any federal or state tax return, or any amendment to such a return, or taking any
other action that claims any deduction for worthlessness of Beneficial Ownership
of Common Stock for a taxable year ending before the Debtors’ emergence from chapter 11 protection, such 50-Percent Shareholder
must file with the Court and serve upon the Notice Parties a declaration of intent to claim a worthless stock deduction (a “Declaration
of Intent to Claim a Worthless Stock Deduction”), substantially in the form attached to the Procedures as Annex
1E.



 


		i.	The Debtors shall have twenty calendar days after receipt of a Declaration of Intent to Claim a
Worthless Stock Deduction to file with the Court and serve on such 50-Percent Shareholder an objection to any proposed claim of
worthlessness described in the Declaration of Intent to Claim a Worthless Stock Deduction on the grounds that such claim might
adversely affect the Debtors’ ability to utilize their Tax Attributes.



 


		ii.	If the Debtors timely object, the filing of the tax return or amendment thereto with such claim
will not be permitted unless approved by a final and non-appealable order of the Court, unless the Debtors withdraw such objection.



 


		iii.	If the Debtors do not object within such 20-day period, the filing of the return or amendment with
such claim will be permitted solely as described in the Declaration of Intent to Claim a Worthless Stock Deduction. Additional
returns and amendments within the scope of this section must be the subject of additional notices as set forth herein, with an
additional 20-day waiting period. To the extent that the Debtors receive an appropriate Declaration of Intent to Claim a Worthless
Stock Deduction and determine in their business judgment not to object, they shall provide notice of that decision as soon as is
reasonably practicable to any statutory committee(s) appointed in these chapter 11 cases.



 


Notice Procedures


 


		a.	No later than two business days following entry of the Interim Order, the Debtors shall serve a
notice by first class mail, substantially in the form of Annex 1F attached to these Procedures (the “Notice
of Interim Order”), on: (i) the United States Trustee for the Southern District
of Texas; (ii) the holders of the 30 largest unsecured
claims against the Debtors (on a consolidated basis); (iii) the Internal Revenue Service; (iv) the United States Securities and
Exchange Commission; (v) the Prepetition ABL Agent and the DIP Agent; (vii) any official committees appointed in these chapter
11 cases; (vii) the Office of the United States Attorney for the Southern District of Texas; (viii) the state attorneys general
for states in which the Debtors conduct business; (ix) the registered and nominee holders of the Common Stock (with instructions
to serve down to the beneficial holders of Common Stock, as applicable); (x) known beneficial holders of common stock; (xi) any
other parties served with notice of the motion; and (xii) any party who has entered a notice of appearance in this case. Additionally,
no later than two business days following entry of the Final Order, the Debtors shall serve a Notice of Interim Order modified
to reflect that the Final Order has been entered (as modified, the “Notice of Final Order”) on the same entities
that received the Notice of Interim Order.






 






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		b.	All registered and nominee holders of Common Stock shall be required to serve the Notice of Interim
Order or Notice of Final Order, as applicable, on any holder for whose benefit such registered or nominee holder holds such Common
Stock down the chain of ownership for all such holders of Common Stock.



 


		c.	Any entity, individual or broker or agent acting on such entity’s or individual’s behalf
who sells Common Stock to another entity shall be required to serve a copy of the Notice of Interim Order or Notice of Final Order,
as applicable, on such purchaser of such Common Stock, or any broker or agent acting on such purchaser’s behalf.



 


		d.	As soon as is practicable following entry of the Interim Order, the Debtors shall (i) submit a
copy of the Notice of Interim Order (modified for publication) for publication in The New York Times (national edition);



 


		(ii)	file a Form 8-K with a reference to the entry of the Interim Order; and



 


		(iii)	post the notice of the website for Debtors’
noticing agent, http://cases.primeclerk.com/TailoredBrands.



 


		e.	To the extent confidential information is required in any declaration described in these Procedures,
such confidential information may be filed and served in redacted form; provided that any such declarations served on the
Debtors shall not be in redacted form. The Debtors shall keep all information provided in such declarations strictly
confidential and shall not disclose the contents thereof to any person except (i) to the extent necessary to respond to a petition
or objection filed with the Court; (ii) to the extent otherwise required by law; or (iii) to the extent that the information contained
therein is already public; provided that the Debtors may disclose the contents thereof to their professional advisors, who
shall keep all such notices strictly confidential and shall not disclose the contents thereof to any other person, subject to further
Court order. To the extent confidential information is necessary to respond
to a petitioner objection filed with the Court, such confidential information shall be filed under seal or in a redacted form.



 






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Annex 1A


 


Declaration of Status as a Substantial Shareholder


 






    


     


    

 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


DECLARATION
OF STATUS AS A SUBSTANTIAL SHAREHOLDER2


 





 



 


PLEASE TAKE
NOTICE that the undersigned party is/has become a Substantial Shareholder with respect to the common stock of Tailored Brands,
Inc. or of any Beneficial Ownership therein (the “Common Stock”). Tailored Brands, Inc. is a debtor and debtor
in possession in Case No. 20-33900 (MI) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


		2	For purposes of these Procedures: (i) a “Substantial Shareholder” is any entity
or individual that has Beneficial Ownership of at least 2,200,494
shares of Common Stock (representing approximately 4.5 percent of all issued and outstanding shares of Common Stock); (ii) ”Beneficial
Ownership” will be determined in accordance with the applicable rules of sections 382 and 383 of the Internal Revenue
Code of 1986, 26 U.S.C. §§ 1–9834, as amended, and the Treasury Regulations thereunder (other than Treasury Regulations
section 1.382-2T(h)(2)(i)(A)), and includes
direct, indirect, and constructive ownership (e.g., (1) a holding company would be considered to beneficially own all equity
securities owned by its subsidiaries, (2) a partner in a partnership would be considered to beneficially own its proportionate
share of any equity securities owned by such partnership, (3) an individual and such individual’s family members may be treated
as one individual, (4) persons and entities acting
in concert to make a coordinated acquisition of equity securities may be treated as a single entity, and (5) a holder would be
considered to beneficially own equity securities that such holder has an Option to acquire). An “Option” to
acquire stock includes all interests described in Treasury Regulations section 1.382-4(d)(9), including any contingent
purchase right, warrant, convertible debt, put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar
interest, regardless of whether it is contingent or otherwise not currently exercisable.



 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that, as of __________, 2020, the undersigned party currently has Beneficial Ownership of _________ shares
of Common Stock. The followingtable sets forth the date(s) on which the undersigned party acquired Beneficial Ownership of such
Common Stock:


 


	Number of Shares	Date Acquired
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


(Attach additional page or pages if necessary)


 


PLEASE TAKE FURTHER
NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to that certain Interim Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock [Docket No. ___] (the “Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined in the Order).


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares that he or
she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this
Declaration and any attachments hereto are true, correct, and complete.


 






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	 	Respectfully submitted,
	 	 
	 	(Name of Substantial Shareholder)
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	Telephone: 	 
	 	Facsimile: 	 	 



 


	Dated:		, 2020	 
	 	 	,	 	 	 
	 	(City)	 	(State)	 	 



 






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Annex 1B


 


Declaration of
Intent to Accumulate Common Stock


 






    


     


    

 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


DECLARATION
OF INTENT TO ACCUMULATE COMMON STOCK2


 





 



 


PLEASE TAKE
NOTICE that the undersigned party hereby provides notice of its intention to purchase, acquire, or otherwise accumulate (the
“Proposed Transfer”) one or more shares of common stock of Tailored Brands, Inc. or of any Beneficial Ownership
therein (the “Common Stock”). Tailored Brands, Inc. is a debtor and debtor in possession in Case No. 20-33900
(MI) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


		2	For purposes of these Procedures: (i) a “Substantial Shareholder” is any entity
or individual that has Beneficial Ownership of at least 2,200,494 shares of Common Stock (representing approximately 4.5 percent
of all issued and outstanding shares of Common Stock); (ii) “Beneficial Ownership” will be determined in accordance
with the applicable rules of sections 382 and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834, as
amended, and the Treasury Regulations thereunder (other than Treasury Regulations section 1.382-2T(h)(2)(i)(A)), and includes
direct, indirect, and constructive ownership (e.g., (1) a holding company would be considered to beneficially own all equity
securities owned by its subsidiaries, (2) a partner in a partnership would be considered to beneficially own its proportionate
share of any equity securities owned by such partnership, (3) an individual and such individual’s family members may be treated
as one individual, (4) persons and entities acting
in concert to make a coordinated acquisition of equity securities may be treated as a single entity, and (5) a holder would be
considered to beneficially own equity securities that such holder has an Option to acquire). An “Option” to
acquire stock includes all interests described in Treasury Regulations section 1.382-4(d)(9), including any contingent purchase
right, warrant, convertible debt, put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest,
regardless of whether it is contingent or otherwise not currently exercisable.



 






    


     


    

 


PLEASE TAKE FURTHER
NOTICE that, if applicable, on _________, 2020, the undersigned party filed a Declaration of Status as a Substantial Shareholder
with the Court and served copies thereof as set forth therein.


 


PLEASE TAKE FURTHER
NOTICE that the undersigned party currently has Beneficial Ownership of _________ shares of Common Stock.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Proposed Transfer, the undersigned party proposes to purchase, acquire, or otherwise accumulate
Beneficial Ownership of _________ shares of Common Stock or an Option with respect to _________ shares of Common Stock. If the
Proposed Transfer is permitted to occur, the undersigned party will have Beneficial Ownership of _________ shares of Common Stock.


 


PLEASE TAKE FURTHER
NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ___________.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to that certain Interim Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock [Docket No. [__]] (the “Order”), this
declaration (this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Order).


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, the undersigned party acknowledges that it is prohibited from consummating the Proposed
Transfer unless and until the undersigned party complies with the Procedures set forth therein.


 


PLEASE TAKE
FURTHER NOTICE that the Debtors have twenty calendar days after receipt of this Declaration to object to the Proposed
Transfer described herein. If the Debtors timely file an objection, such Proposed Transfer will remain ineffective unless
such objection is withdrawn by the Debtors or such transaction
is approved by a final and non-appealable order of the Court. If the Debtors do not object within such 20-day period, then after
expiration of such period the Proposed Transfer may proceed solely as set forth in this Declaration.


 






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PLEASE TAKE FURTHER
NOTICE that any further transactions contemplated by the undersigned party that may result in the undersigned party purchasing,
acquiring, or otherwise accumulating Beneficial Ownership of additional shares of Common Stock will each require an additional
notice filed with the Court to be served in the same manner as this Declaration.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares that he or
she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this
Declaration and any attachments hereto are true, correct, and complete.


 






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	 	Respectfully submitted,
	 	 
	 	(Name of Declarant)
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	Telephone: 	 
	 	Facsimile: 	 	 


 


	Dated:		, 20___	 
	 	 	,	 	 	 
	 	(City)	 	(State)	 	 


 








    


     


    

 









Annex 1C


 


Declaration of Intent to Transfer Common Stock


 






     


     


    







 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


DECLARATION
OF INTENT TO TRANSFER COMMON STOCK2


 


 


PLEASE
TAKE NOTICE that the undersigned party hereby provides notice of its intention to sell, trade, or otherwise transfer (the
“Proposed Transfer”) one or more shares of common stock of Tailored Brands, Inc., or of any Beneficial Ownership
therein (the “Common Stock”). Tailored Brands, Inc., is a debtor and debtor in possession in Case No. 20-33900
(MI) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


		2	For purposes of these Procedures: (i) a “Substantial Shareholder” is any entity
or individual that has Beneficial Ownership of at least 2,200,494 shares of Common Stock (representing approximately 4.5 percent
of all issued and outstanding shares of Common Stock) ; (ii) “Beneficial Ownership” will be determined in accordance
with the applicable rules of sections 382 and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834, as
amended, and the Treasury Regulations thereunder (other than Treasury Regulations section 1.382-2T(h)(2)(i)(A)), and includes
direct, indirect, and constructive ownership (e.g., (1) a holding company would be considered to beneficially own all equity
securities owned by its subsidiaries, (2) a partner in a partnership would be considered to beneficially own its proportionate
share of any equity securities owned by such partnership, (3) an individual and such individual’s family members may be treated
as one individual, (4) persons and entities acting
in concert to make a coordinated acquisition of equity securities may be treated as a single entity, and (5) a holder would be
considered to beneficially own equity securities that such holder has an Option to acquire). An “Option” to
acquire stock includes all interests described in Treasury Regulations section 1.382-4(d)(9), including any
contingent purchase right, warrant, convertible debt, put, call, stock subject to risk of forfeiture, contract to acquire stock,
or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.









 






     


     


    

 


PLEASE TAKE FURTHER
NOTICE that, if applicable, on _________, 2020, the undersigned party filed a Declaration of Status as a Substantial Shareholder
with the Court and served copies thereof as set forth therein.


 


PLEASE TAKE FURTHER
NOTICE that the undersigned party currently has Beneficial Ownership of _________ shares of Common Stock.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Proposed Transfer, the undersigned party proposes to sell, trade, or otherwise transfer Beneficial
Ownership of


 


_________ shares of Common Stock or an
Option with respect to _________ shares of Common Stock. If the Proposed Transfer is permitted to occur, the undersigned party
will have Beneficial Ownership of _________ shares of Common Stock.


 


PLEASE TAKE FURTHER
NOTICE that the last four digits of the taxpayer identification number of the undersigned party are _________.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to that certain Interim Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock [Docket No. ___] (the “Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined in the Order).


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, the undersigned party acknowledges that it is prohibited from consummating the Proposed
Transfer unless and until the undersigned party complies with the Procedures set forth therein.


 


PLEASE TAKE
FURTHER NOTICE that the Debtors have twenty calendar days after receipt of this Declaration to object to the Proposed
Transfer described herein. If the Debtors timely file an objection, such Proposed Transfer will remain ineffective unless
such objection is withdrawn by the Debtors or such transaction
is approved by a final and non-appealable order of the Court. If the Debtors do not object within such 20-day period, then after
expiration of such period the Proposed Transfer may proceed solely as set forth in this Declaration.


 






    2


     


    







 


PLEASE TAKE FURTHER
NOTICE that any further transactions contemplated by the undersigned party that may result in the undersigned party selling,
trading, or otherwise transferring Beneficial Ownership of additional shares of Common Stock will each require an additional notice
filed with the Court to be served in the same manner as this Declaration.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares that he or
she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this
Declaration and any attachments hereto are true, correct, and complete.


 






    3


     


    

 





	 	Respectfully submitted,
	 	 
	 	(Name of Declarant)
	 	 
	 	By:
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	Telephone:	 
	 	Facsimile:	 



 





	Dated:		, 20___	 
	 	 	,	 	 	 
	 	(City)	 	(State)	 	 


 






    


     


    

 


Annex 1D


 


Declaration of Status as a 50-Percent Shareholder


 






    


     


    







 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


DECLARATION OF STATUS
AS A 50-PERCENT SHAREHOLDER2


 


 


PLEASE TAKE
NOTICE that the undersigned party is/has become a 50-Percent Shareholder with respect to the common stock of Tailored Brands,
Inc., or of any Beneficial Ownership therein (the “Common Stock”). Tailored Brands, Inc. is a debtor and debtor
in possession in Case No. 20-33900 (MI) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


		2	For purposes of this Declaration: (i) a “50-Percent Shareholder” is any person
or entity that at any time since December 31, 2016, has had Beneficial
Ownership of 50 percent or more of the Common Stock (determined in accordance with section 382(g)(4)(D) of the Internal Revenue
Code of 1986, 26 U.S.C. §§ 1–9834, as amended (the “ICR”)
and the applicable Treasury Regulations); (ii) “Beneficial Ownership” will be determined in accordance with
the applicable rules of sections 382 and 383 of the IRC, and the Treasury Regulations thereunder (other than Treasury Regulations
section 1.382-2T(h)(2)(i)(A)) and includes direct, indirect, and constructive ownership (e.g., (1) a holding company would
be considered to beneficially own all equity securities owned by its subsidiaries, (2) a partner in a partnership would be considered
to beneficially own its proportionate share of any equity securities owned by such partnership, (3) an individual and such individual’s
family members may be treated as one individual, (4) persons and entities acting in concert to make a coordinated acquisition of
equity securities may be treated as a single entity, and (5) a holder would be considered to beneficially own equity securities
that such holder has an Option (as defined herein) to acquire); and (iii) an “Option” to acquire stock includes
all interests described in Treasury Regulations section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible
debt, put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it
is contingent or otherwise not currently exercisable.



 






    


     


    







 


PLEASE
TAKE FURTHER NOTICE that, as of ________, 2020, the undersigned party currently has Beneficial Ownership of _________ shares
of Common Stock. The following table sets forth the date(s) on which the undersigned party acquired Beneficial Ownership of such
Common Stock:


 


	Number of Shares	Date Acquired
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


(Attach additional page or pages if necessary)


 


PLEASE TAKE FURTHER
NOTICE that the last four digits of the taxpayer identification number of the undersigned party are _________.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to that certain Interim Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock (the “Order”), this declaration (this
“Declaration”) is being filed with the Court and served upon the Notice Parties (as defined in the Order).


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares that he or
she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this
Declaration and any attachments hereto are true, correct, and complete.


 






    2


     


    







 


	 	Respectfully submitted,
	 	 
	 	(Name of 50-Percent Shareholder)
	 	 
	 	By:
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	Telephone:	 
	 	Facsimile:	 



 





	Dated:		, 20___	 
	 	 	,	 	 	 
	 	(City)	 	(State)	 	 


 






    3


     


    

 


Annex 1E


 


Declaration of Intent to Claim a Worthless Stock
Deduction


 






    


     


    







 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


DECLARATION OF INTENT
TO CLAIM A WORTHLESS STOCK DEDUCTION2


 





 


PLEASE TAKE
NOTICE that the undersigned party hereby provides notice of its intention to claim a worthless stock deduction (the “Proposed
Worthlessness Claim”) with respect to one or more shares of common stock of Tailored Brands, Inc. or of any Beneficial
Ownership therein (the “Common Stock”). Tailored Brands, Inc. is a debtor and debtor in possession in Case No.
20-33900 (MI) pending in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 


		2	For purposes of this Declaration: (i) a “50-Percent
Shareholder” is any person or entity that at any time since December 31, 2016, has had Beneficial Ownership of 50 percent
or more of the Common Stock (determined in accordance with section 382(g)(4)(D) of the Internal Revenue Code of 1986, 26 U.S.C.
§§ 1–9834, as amended(the “ICR”) and the applicable Treasury Regulations); (ii) “Beneficial
Ownership” will be determined in accordance with the applicable rules of sections 382 and 383 of the IRC, and the Treasury
Regulations thereunder (other than Treasury Regulations section 1.382-2T(h)(2)(i)(A)) and includes direct, indirect, and constructive
ownership (e.g., (1) a holding company would be considered to beneficially own all equity securities owned by its subsidiaries,
(2) a partner in a partnership would be considered to beneficially own its proportionate share of any equity securities owned
by such partnership, (3) an individual and such individual’s family members may be treated as one individual, (4) persons
and entities acting in concert to make a coordinated acquisition of equity securities may be treated as a single entity, and (5)
a holder would be considered to beneficially own equity securities that such holder has an Option (as defined herein) to acquire);
and (iii) an “Option” to acquire stock includes all interests described in Treasury Regulations section 1.382-4(d)(9),
including any contingent purchase right, warrant, convertible debt, put, call, stock subject to risk of forfeiture, contract to
acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.
















 






    


     


    

  


PLEASE TAKE FURTHER
NOTICE that, if applicable, on ________, 2020, the undersigned party filed a Declaration of Status as a 50-Percent Shareholder
with the Court and served copies thereof as set forth therein.


 


PLEASE TAKE FURTHER
NOTICE that the undersigned party currently has Beneficial Ownership of _________ shares of Common Stock.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Proposed Worthlessness Claim, the undersigned party proposes to declare that ________ shares of
Common Stock became worthless during the tax year ending __________.


 


PLEASE TAKE FURTHER
NOTICE that the last four digits of the taxpayer identification number of the undersigned party are _________.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to that certain Interim Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock [Docket No. ___] (the “Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Debtors, Kirkland & Ellis LLP, counsel
to the Debtors, and the other Notice Parties (as defined in the Order).


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, the undersigned party acknowledges that the Debtors have twenty calendar days after receipt
of this Declaration to object to the Proposed Worthlessness Claim described herein. If the Debtors timely file an objection, such
Proposed Worthlessness Claim will not be effective unless such objection is withdrawn by the Debtors or such action is approved
by a final and non-appealable order of the Bankruptcy Court. If the Debtors do not object within such 20-day period, then after
expiration of such period the Proposed Worthlessness Claim may proceed solely as set forth in this Declaration.


 






    2


     


    







 


PLEASE TAKE FURTHER
NOTICE that any further claims of worthlessness contemplated by the undersigned party will each require an additional notice
filed with the Court to be served in the same manner as this Declaration and are subject to an additional 20-day waiting period.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares that he or
she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this
Declaration and any attachments hereto are true, correct, and complete.


 





	 	Respectfully submitted,
	 	 
	 	(Name of Declarant)
	 	 
	 	By:
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	Telephone:	 
	 	Facsimile:	 



 





	Dated:		, 20___	 
	 	 	,	 	 	 
	 	(City)	 	(State)	 	 


 






    3


     


    







 


Annex 1F


 


Notice of Interim Order


 






    


     


    







 


IN THE UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF TEXAS


HOUSTON DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	TAILORED BRANDS, INC., et al.,1	)	Case No. 20-33900 (MI)
	 	)	 
	Debtors.	)	(Joint Administration Requested)
	 	)	 
	 	)	Re: Docket No. _____


 


NOTICE OF INTERIM
ORDER (I) APPROVING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF AND DECLARATIONS OF WORTH WORTHLESSNESS WITH
RESPECT TO COMMON STOCK, AND (II) SCHEDULING A FINAL HEARING ON THE APPLICATION THEREOF


 


 


TO: ALL ENTITIES (AS DEFINED
BY SECTION 101(15) OF THE BANKRUPTCY CODE) THAT MAY HOLD BENEFICIAL OWNERSHIP OF COMMON STOCK OF TAILORED BRANDS, INC. (THE “COMMON
STOCK”):


 


PLEASE TAKE
NOTICE that, on August 2, 2020 (the “Petition Date”), the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) filed petitions with the United States Bankruptcy Court for the Southern District
of Texas (the “Court”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).
Subject to certain exceptions, section 362 of the Bankruptcy Code operates as a stay of any act to obtain possession of property
of or from the Debtors’ estates or to exercise control over property of or from the Debtors’ estates.


 


PLEASE TAKE FURTHER NOTICE that on the
Petition Date, the Debtors filed the Debtors’ Emergency Motion Seeking Entry of Interim and Final Orders Approving
Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock [Docket
No. [__]] (the “Motion”).


 





 






		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ proposed claims and noticing agent at http://cases.primeclerk.com/TailoredBrands. The location of
the Debtors’ service address in these chapter 11 cases is: 6100 Stevenson Boulevard, Fremont, California 94538.



 






    


     


    

 


PLEASE TAKE FURTHER NOTICE that on
[______], 2020, the Court entered the Interim Order Approving Notification and Hearing Procedures for Certain Transfers of
and Declarations of Worthlessness with Respect to Common Stock [Docket No. [__]] (the “Order”)
approving procedures for certain transfers of and declarations of worthlessness with respect to Common Stock, set forth in Annex
1 attached to the Order (the “Procedures”).2


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, a Substantial Shareholder may not consummate any purchase, sale, or other transfer of Common
Stock or Beneficial Ownership of Common Stock in violation of the Procedures, any such transaction in violation of the Procedures
shall be null and void ab initio, and certain remedial actions (including mandatory purchases or sales of Common Stock)
may be required to restore the status quo.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, the Procedures shall apply to the holding and transfers of Common Stock or any Beneficial
Ownership therein by a Substantial Shareholder or someone who may become a Substantial Shareholder.


 


PLEASE TAKE FURTHER
NOTICE that, pursuant to the Order, a 50-Percent Shareholder may not claim a worthless stock deduction with respect to Common
Stock or Beneficial Ownership of Common Stock, in violation of the Procedures, any such deduction in violation of the Procedures
shall be null and void ab initio, and the 50-Percent Shareholder shall be required to file an amended tax return revoking
such proposed deduction.


 





 






		2	Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Order or the Motion, as applicable. 



 






    2


     


    







 


PLEASE TAKE FURTHER
NOTICE that, upon the request of any person or entity, the proposed notice, claims, and solicitation agent for the Debtors,
Prime Clerk LLC, will provide a copy of the Order and a form of each of the declarations required to be filed by the Procedures
in a reasonable period of time. Such declarations are also available via PACER on the Court’s website at https://ecf.txsb.uscourts.gov
for a fee, or free of charge by accessing the Debtors’ restructuring website at http://cases.primeclerk.com/TailoredBrands.


 


PLEASE TAKE FURTHER
NOTICE that the final hearing (the “Final Hearing”) on the Motion shall be held on _________, 2020, at__:__
_.m., prevailing Central Time. Any objections or responses to entry of a final order on the Motion shall be filed on or before
4:00 p.m., prevailing Central Time, on _________, 2020, and shall be served on: (a) the Debtors 6100 Stevenson Boulevard, Fremont,
California 94538, Attn: A. Alexander Rhodes; (b) proposed counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue,
New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Aparna Yenamandra; (c) proposed co-counsel to the Debtors, Jackson
Walker LLP, 1401 McKinney Street, Suite 1900, Houston, Texas 77010, Attn: Matthew D. Cavenaugh and Victoria Argeroplos; (d) the
United States Trustee for the Southern District of Texas, 515 Rusk Street, Suite 3516, Houston Texas 77002, Attn: Hector Duran
and Stephen Statham; (e) counsel to any statutory committee appointed in these chapter 11 cases; (f) counsel to the Prepetition
ABL Agent and the DIP Agent, (i) Morgan Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attn: Matthew
F. Furlong, Julia Frost-Davies and Christopher L. Carter, and (ii) Winstead PC, 600 Travis Street, Suite 5200, Houston, Texas
77002, Attn: Sean Davis; (g) counsel to term lenders under the Debtors’ prepetition term loan facility, Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, New York, 10166, Attn: Scott J. Greenberg and Jeremy D. Evans; (h) counsel to the indenture
trustee for The Men’s Wearhouse, Inc. 7.00% Senior Notes due 2022, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor,
New York, New York 1027 1, Attn: Elizabeth M. Clark; and (i) to the extent not listed herein, those
parties requesting notice pursuant to Bankruptcy Rule 20002. In the event no objections to entry of the Final Order on
the Motion are timely received, the Court may enter such Final Order without need for the Final Hearing.


 






    3


     


    







 


PLEASE TAKE FURTHER
NOTICE that failure to follow the Procedures set forth in the Order shall constitute a violation of, among other things, the
automatic stay provisions of Section 362 of the Bankruptcy Code.


 


PLEASE TAKE FURTHER
NOTICE that any prohibited purchase, sale, other transfer of, or declaration of worthlessness with respect to Common Stock,
beneficial ownership thereof, or option with respect thereto in violation of the order is prohibited and shall be null and void
ab initio and may be subject to additional sanctions as this court may determine.


 


PLEASE TAKE FURTHER
NOTICE that the requirements set forth in the Order are in addition to the requirements of applicable law and do not excuse
compliance therewith.


 






    4


     


    







 





	Houston, Texas	 
	 [●], 2020	 
	/s/	 
	Matthew D. Cavenaugh (TX Bar No. 24062656) 	KIRKLAND & ELLIS LLP
	Kristhy Peguero (TX
Bar No. 24102776)	KIRKLAND & ELLIS INTERNATIONAL LLP
	Veronica A. Polnick (TX Bar No. 24079148)	Joshua A. Sussberg, P.C. (pro
hac vice pending) 
	Victoria Argeroplos (TX Bar No. 24105799)	Christopher Marcus, P.C. (pro
hac vice pending) 
	JACKSON WALKER L.L.P.	Aparna Yenamandra (pro hac
vice pending)
	1401 McKinney Street, Suite 1900 	601 Lexington Avenue
	Houston, Texas 77010	New York, New York 10022
	Telephone:	 (713) 752-4200	Telephone:	(212) 446-4800
	Facsimile:	(713) 752-4221	Facsimile:	 (212) 446-4900
	Email:	mcavenaugh@jw.com	Email:	joshua.sussberg@kirkland.com 
	 	kpeguero@jw.com	 	cmarcus@kirkland.com 
	 	vpolnick@jw.com	 	aparna.yenamandra@kirkland.com
	 	vargeroplos@jw.com	 
	 	 	-and-
	Proposed Co-Counsel to the Debtors and Debtors in
Possession	 
	 	 	James H.M. Sprayregen, P.C.
	 	 	300 North LaSalle Street
	 	 	
Chicago, Illinois 60654
	 	 	Telephone:	 (312) 862-2000
	 	 	Facsimile:	 (312) 862-2200
	 	 	Email:	james.sprayregen@kirkland.com
	 	 	 
	 	 	Proposed Co-Counsel to the Debtors and Debtors in
Possession