Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 1 of 18 EXHIBIT 1 Agreement 5618110001-14339833vl Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 2 of 18 CONSULTING AGREEMENT This Consulting Agreement (?Agreement?) is made as of March 28, 2017, by and among Bob?s Stores, LLC Eastern Mountain Sports, LLC and together with Bob's, "Merchant" or a ?Ea?Hy?) and a contractual joint venture comprised of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (together, ?Consultant" or a ?Early" and together with Merchant, the "Parties?). WHEREAS, Merchant operates retail stores and desires that the Consultant act as Merchant?s exclusive agent for the limited purposes of selling all of the Merchandise (as hereinafter defined) from Merchant?s (1) twenty-seven (27) EMS retail store locations identified on Exhibit l-A attached hereto and (2) twenty~one (21) Bob?s retail store locations identi?ed on Exhibit attached hereto (each individually a ?Store," and collectively the *?Stores?) by means of a "store closing?, ?sale on everything", ?everything must go?, or similar sale (as further described below, the and disposing of the in the Stores. Provided that the Parties agree to any modi?cations to the Sale Term, Fee, Expense Budget, and other pertinent provisions that may be necessary or appropriate in light of the additional/removed Stores as provided for in the following sentences, the Parties hereby agree that the list of Stores attached as Exhibit I-A and l-B may be modi?ed by Merchant in its sole discretion from time to time by notifying Consultant in writing. Any store added to Exhibit l-A or l-B shall be deemed a "Store" for all purposes under this Agreement and the Parties shall mutually agree upon any modi?cations to the Sale Term, Fee, Expense Budget, and other pertinent provisions that may be necessary or appropriate in light of the additional Stores. Any store deleted from Exhibit l-A or 1-8 shall no longer be deemed a "Store? for all purposes under this Agreement and the Parties shall mutually agree upon any modi?cations to the Sale Term, Fee, Expense Budget, and other pertinent provisions that may be necessary or appropriate in light of the deletion of a Store(s). AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and suf?ciency of which is hereby acknowledged, the Consultant and Merchant hereby agrees as follows: Section 1. Appointment of Consultant Effective as of the date hereof, Merchant hereby appoints the Consultant, and the Consultant hereby agrees to serve, as Merchant?s exclusive agent for the limited purpose of conducting the Sale in accordance with the terms and conditions of this Agreement. Consultant shall be authorized to advertise the Sale as a "store closing," "sale on everything?, ?everything must go?, or similar- themed sale. Section 2. Merchandise For purposes hereof, ?Merch? disc" shall mean all goods, saleable in the ordinary course, located in the Stores on the Sale Commencement Date (de?ned below) or delivered thereto by the Merchant after the Sale Commencement Date, provided that, Merchant shall have the right to remove Merchandise from the Stores during the Sale. "Merchandise" does not mean and shall not include: Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 3 of 18 goods that belong to licensees or concessionaires of Merchant; (2) owned furnishings, trade ?xtures, equipment and improvements to real property that are located in the Stores (collectively, (3) damaged or defective merchandise that cannot be sold; 0r (4) greeting cards, gift cards (third party and Merchant branded), propane, ice, vending products and the like. Section 3. Sale Term The Sale shall commence on April 12, 2017 or such other date as Merchant may select (the ?S_ale Commencement Date") and conclude no later than ten (10) weeks after the Sale Commencement Date with respect to the Bob?s and Stores (each referred to as the ?Sale Termination Date"); provided however, that the Parties may mutually agree in writing to extend or terminate the Sale at any Store prior to the Sale Termination Date. The period between the Sale Commencement Date and the Sale Termination Date shall be referred to as the "Sale Term." At the conclusion of the Sale, Consultant shall surrender the premises for each Store to Merchant in broom clean condition. At the conclusion of the Sale at each Store, Consultant shall photographicaily document the condition of each such Store. Section 4. Prefect Management (A) ansultant?s Undertakings During the Sale Term, Consultant shall, in collaboration with Merchant, provide quali?ed supervisors (the "?gpervisors?) engaged by Consultant to oversee the Sale and management of the Stores; determine apprOpriate pointvof-sale and external advertising for the Stores, approved in advance by Merchant; determine appropriate discounts of Merchandise, staffing levels for the Stores, approved in advance by Merchant, and appropriate bonus and incentive programs, if any, for the Stores? employees, approved in advance by Merchant; oversee display of Merchandise for the Stores; evaluate sales of Merchandise by category and sales reporting and monitor expenses; maintain the con?dentiality of all proprietary or non-public information regarding Merchant in accordance with the provisions of the confidentiality agreement signed by the Parties; assist Merchant in connection with managing and controlling loss prevention and employee relations matters; assist Merchant in developing a customer transition program to be implemented at the Stores in an effort to transition customers to Merchant?s ongoing stores; and provide such other related services deemed necessary or appropriate by Merchant and Consultant. The Parties expressly acknowledge and agree that Merchant shall have no liability to the Supervisors for wages, bene?ts, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Consultant?s hiring or engagement of the Supervisors, and the Supervisors shall not be considered employees of Merchant. (B) Merchant?s Ung makings During the Sale Term, Merchant shall be the employer of the Stores? employees, other than the Supervisors; pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the Stores? employees and other representatives of Merchant; prepare and process all tax forms and other documentation; collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; use reasonable efforts to cause Merchant?s employees to cooperate 2 Case 17-10243-LSS DOC 408-1 Filed 04/13/17 . Page 4 0f 18 with Consultant and the Supervisors; execute all agreements determined by the Merchant and Consultant to be necessary or desirable for the operation of the Stores during the Sale; arrange for the ordinary maintenance of all point-of?sale equipment required for the Stores; and (11) use reasonable efforts to ensure that Consultant has quiet use and enjoyment of the Stores for the Sale Term in order to perform its obligations under this Agreement. Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including internal payroll processing, MIS services, cash and inventory reconciliation, data processing and reporting, email preparation and distribution to the extent approved by Merchant, and accounting, all at no cost to Consultant. The Parties expressly acknowledge and agree that Consultant shall have no liability to Merchant?s employees for wages, bene?ts, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant?s employment, hiring or retention of its employees, and such employees shall not be considered employees of Consultant. Section 5. The Sale All sales of Merchandise shall be made on behalf of Merchant. Consultant does not have, nor shall it have, any right, title or interest in the Merchandise. Subject to the Approval Order (as defined below), all sales of Merchandise shall be by cash, gift card, gift certi?cate, merchandise credit, debit card, or credit card and, at Merchant?s discretion, by check or otherwise in accordance with Merchant?s policies, and shall be ??nal" with no returns accepted or allowed, unless otherwise directed by Merchant. Section 6. Consultant Fee and Expenses in Connection with the Sale ?29 In consideration of its services hereunder, Consultant shall earn a fee equal to one and one quarter of one percent of the Gross Proceeds of Merchandise sold at the Stores. For purposes of this Agreement, "Gross Proceeds" shall mean the sum of the gross proceeds of all sales of Merchandise during the Sale Tenn, net only of sales taxes. Additional Goods Subject to the Approval Order and Merchant?s consent, Consultant shall have the right, at Consultant?s sole cost and expense, to supplement the Merchandise in the Sale at some or all of the Stores only with additional goods procured by Consultant which are of like kind, and no lesser quality to the Merchandise in the Sale ddig'gnal Goods"). The Additional Goods shall be purchased by Consultant as part of the Sale, and delivered to the Stores at Consultant's sole expense (including as to labor, freight and insurance relative to shipping such Additional Goods to the Stores). Sales of Additional Goods shall be run through Merchant?s cash register systems; rovi'ded hgweve, that Consultant shall mark the Additional Goods using either a ?dummy? SKU or department number, or in such other manner so as to distinguish the sale of Additional Goods from the sale of Merchandise. Consultant and Merchant shall also cooperate so as to ensure that the Additional Goods are marked in such a way that a reasonable consumer could identify the Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 5 of 18 Additional Goods as non-Merchant goods. Additionally, Consultant shall provide signage in the Stores notifying customers that the Additional Goods have been included in the Sale. Consultant shall pay to Merchant an amount equal to ten percent of the gross proceeds (excluding Sale Taxes) from the sale of the Additional Goods (the "Additional Goods Fee?) and Consultant shall retain all remaining amounts from the sale of the Additional Goods. Consultant shall pay Merchant its Additional Goods Fee in connection with each weekly sale reconciliation with respect to sales of Additional Goods sold by Consultant during each then prior week (or at such other mutually agreed upon time). Consultant and Merchant intend that the transactions relating to the Additional Goods are, and shall be construed as, a true consignment from Consultant to Merchant in all respects and not a consignment [?or security purposes. Subject solely to Consultant?s obligations to pay to Merchant the Additional Goods Fee, at all times and for all purposes the Additional Goods and their proceeds shall be the exclusive property of Consultant, and no other person or entity shall have any claim against any of the Additional Goods or their proceeds. The Additional Goods shall at all times remain subject to the exclusive control of Consultant. If requested by Consultant in writing, Merchant shall, at Consultant?s sole cost and expense, insure the Additional Goods and, if required, ?le any proofs of loss with regard to same with Merchant?s insurers. If Consultant requests that Merchant insure the Additional Agent Goods and a proof of loss is filed in connection with any Additional Agent Goods, Consultant shall be responsible for payment of any deductible under any such insurance in the event of any casualty affecting the Additional Goods. Except for negligence, willful misconduct or unlawful behavior, Merchant shall have no liability to Consultant in respect of any Additional Goods or the loss thereof. Merchant acknowledges, and the Approval Order shall provide, that the Additional Goods shall be consigned to Merchant as a true consignment under Article 9 of the Code. Consultant is hereby granted a ?rst priority security interest in and lien upon the Additional Goods and (ii) subject to Consultant?s payment of the Additional Goods Fee, the Additional Goods proceeds, which security interest and lien shall be deemed perfected pursuant to the Approval Order without the requirement of ?ling UCC ?nancing statements 0r providing noti?cations to any prior secured parties (provided that Consultant is hereby authorized to deliver all required notices and ?le all necessary ?nancing statements and amendments thereof under the applicable UCC identifying Consultant?s interest in the Additional Goods as consigned goods thereunder and the Merchant as the consignee therefor, and Consultant?s security interest in and lien upon such Additional Goods and Additional Goods proceeds). Merchant shall be rCSponsible for all costs and expenses of the Sale, including all Store level operating expenses. To control expenses of the Sale, Merchant and Consultant have established a budget (the ?Expense Euglget") of certain delineated expenses, including (without limitation) payment of the costs of supervision (including (without limitation) Supervisors? wages, fees, travel, and deferred compensation), inventory taking, and advertising costs. The Expense Budget for the Sale is attached hereto as [inhibit B. The Expense Budget may only be modi?ed by mutual agreement of Consultant and Merchant and all expenses on the Expense Budget shall be pass 4 Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 6 of 18 through expenses to Merchant with no ?lift? or pro?t for the Consultant. The costs of supervision set forth on Exhibits include, among other things, industry standard deferred compensation. Reconciliation All accounting matters (including, without limitation, all fees and expenses per the Expense Budget that are reimbursable or payable to Consultant) shall be reconciled on every Wednesday for the prior week and shall be paid within seven (7) days after each such weekly reconciliation. The Parties shall complete a ?nal reconciliation and settlement of all amounts payable to Consultant and contemplated by this Agreement (including, without limitation, Expense Budget items, and fees earned hereunder) no later than forty-five (45) days following the Sale Termination Date for the last Store. Section 7. Indemni?cation Merchant?s indemni?cation Merchant shall indemnify, defend, and hold Consultant and its consultants, members, managers, partners, of?cers, directors, employees, attorneys, advisors, representatives, lenders, potential co? investors, principals, af?liates, and Supervisors (collectively, "Censultant lndemni?edParties?) harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to: the willful, negligent, or unlawful acts or omissions of Merchant or the Merchant indemni?ed Parties (as de?ned below); the material breach of any provision of this Agreement by Merchant; any liability or other claims, including, without limitation, produCt liability claims, asserted by customers, any Store employees (under a collective bargaining agreement or otherwise), or any other person (excluding Consultant Indemni?ed Parties) against Consultant or a Consultant Indemni?ed Party, except claims arising from Consultant?s or any Consultant indemni?ed Party?s negligence, willful misconduct or unlawful behavior and any claims related to the Additional Goods; any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Consultant?s indemni?ed Parties or Merchant?s customers by Merchant or Merchant?s Indemni?ed Parties; and Merchant?s failure to pay over to the appropriate taxing authority any taxes required to be paid by Merchant during the Sale Term in accordance with applicable law. (ii) ansultant?s indemni?cation Consultant shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, of?cers, directors, employees, attorneys, advisers, representatives, lenders, potential co~ investors, Court?approved buyer and such buyer?s representatives, principals, and af?liates (other than the Consultant or the Consultant Indemni?ed Patties) (collectively, "Merchant indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to the willful, negligent or unlawful acts or omissions of Consultant or the Consultant Indemni?ed Patties; the breach of any provision of, or the failure to perform any obligation under, this Agreement by Consultant; any liability or other claims made by Consultant?s indemnified Parties or any other person (excluding Merchant Indemni?ed Parties) against a Merchant indemni?ed Party arising out of or related to Consultant?s conduct of the Sale or the Additional Goods, except claims arising from Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 7 of 18 Merchant?s or Merchant?s indemni?ed Partics? negligence, willful misconduct, or unlawful behavior; any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Merchant Indemni?ed Parties, or Merchant?s customers by Consultant or any of the Consultant indemni?ed Patties and any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of such engagement. Section 8. Insurance (A) Merchant?s Insurance Obligg tions Merchant shall maintain throughout the Sale Term, liability insurance policies (including, without limitation, products liability (to the extent currently provided), comprehensive public liability insurance and auto liability insurance) covering injuries to persons and property in or in connection with the Stores, and shall cause Consultant to be named an additional insured with respect to all such policies. At Consultant?s request, Merchant shall provide Consultant with a eeiti?cate or certi?cates evidencing the insurance coverage required hereunder and that Consultant is an additional insured thereunder. In addition, Merchant shall maintain throughout the Sale Term, in such amounts as it currently has in effect, workers? compensation insurance in compliance with all statutory requirements. (B) Consultant?s insurance Obligations As an expense of the Sale and set forth on the Expense Budget, Consultant shall maintain throughout the Sale Term, liability insurance policies (including, without limitation, products liability/completed operations, contractual liability, comprehensive public liability and auto liability insurance) on an occurrence basis in an amount of at least Two Million dollars ($2,000,000) and an aggregate basis of at least five million dollars ($5,000,000) covering injuries to persons and property in or in connection with Consultant's provision of services at the Stores. Consultant shall name Merchant as an additional insured and loss payee under such policy, and upon execution of this Agreement provide Merchant with a certi?cate or certi?cates evidencing the insurance coverage required hereunder. In addition, Consultant shall maintain throughout the Sale Tenn, workers? compensation insurance in compliance with all statutmy requirements. Further, should Consultant employ or engage third parties to perform any of Consultant?s undertakings with regard to this Agreement, Consultant will ensure that such third parties are covered by Consultant's insurance and maintain all of the same insurance as Consultant is required to maintain pursuant to this paragraph and name Merchant as an additional insured and loss payee under the policy for each such insurance. Section 9. Representations, govenants and Ag cements (A) Merchant?s Representations, Warranties, Covenants and Agreements. Merchant warrants, represents, covenants and agrees that subject to the Approval Order, Merchant is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive of?ce at the address set forth herein, subject to the Approval Order, the execution, delivery and performance of this 6 Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 8 of 18 Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant?s customary ticketing practices; all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant?s practices, and other than as a result of the Chapter ll Cases and the Merchant?s liquidity situation, the Stores will be operated in the ordinary course of business in all respects up until the Sale Commencement Date. (B) Consultant?s Representations, Warranties, Covenants and Agreements. Consultant warrants, represents, covenants and agrees that Consultant is a company duly organized. validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Consultant?s obligations hereunder, and maintains its principal executive office at the addresses set Forth herein, the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Consultant and this Agreement constitutes a valid and binding obligation of Consultant enforceable against Consultant in accordance with its terms and conditions, and the consent of no other entity or person is required for Consultant to fully perform all of its obligations herein, Consultant shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all govemmental authorities, no non-emergency repairs or maintenance in the Stores will be conducted without Merchant?s prior written consent, and (6) Consultant will not take any disciplinary action against any employee of Merchant. Section 10. Furniture, Fixtures and Eguipment Consultant shall sell the in the Stores from the Stores themselves, provided that, Merchant shall have the right to identify certain in the Stores that shall not be sold during the Sale. Merchant shall be responsible for all reasonable costs and expenses incurred by Consultant in connection with the sale of which costs and expenses shall be incurred pursuant to a budget or budgets to be established from time to time by mutual agreement of the Parties. Consultant shall have the right to abandon at the Stores any unsold In consideration for providing the services set forth in this section I0, Consultant shall be entitled to a commission from the sale of the equal to twelve percent of the Gross Proceeds of the sale of the Consultant shall remit to Merchant all Gross Proceeds from the sale of For purposes of this Agreement. "Gross Proceeds" means gross receipts from the sale of net of applicable sales taxes. During each weekly reconciliation described in section 6 above, Consultant?s fee shall be calculated, and Consultant?s calculated fee and all costs and expenses then incurred shall be paid within seven (7) days after each such weekly reconciliation. Consultant shall have the option to provide Merchant with a guaranteed recovery on the in which case Merchant and Consultant shall mutually agree upon the guaranteed/purchase amount on account of the sale of the owned Under a guaranteed recovery, Consultant shall be 7 Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 9 of 18 authorized to sell the owned and, subject to agreement with the Merchant, retain all proceeds (net of applicable sales taxes) from the sale of all owned for Consultant?s sole and exclusive bene?t, and Consultant shall be responsible for the payment of all costs and expenses associated with the and the disposition thereof, other than the costs and expenses associated with the Stores as set forth above in Section Section 11. Termination The following shall constitute ?Termination Events? hereunder: Merchant?s or Consultant?s failure to perform any of their respective material obligations hereunder, which failure shall continue uncured seven (7) days after receipt of written notice thereof to the defaulting Party; Any representation or warranty made by Merchant or Consultant is untrue in any material respect as of the date made or at any time and throughout the Sale Term; or the Sale is terminated or materially interrupted or impaired for any reason other than an event of default by Consultant or Merchant. If a Termination Event occurs, the non-defaulting Party (in the case of an event of default) or either Party (if the Sale is otherwise terminated or materially interrupted or impaired) may, in its discretion. elect to terminate this Agreement by providing ?ve (5) days? written notice thereof to the other Party and, in the case of an event of default, in addition to terminating this Agreement, pursue any and all rights and remedies and damages resulting from such default. If this Agreement is terminated by Consultant in respect of or above on account of Merchant?s acts or omissions or (0), Merchant shall be obligated to pay Consultant all amounts due under this Agreement through and including the termination date. Section 12. Notices All notices, certi?cates, approvals, and payments provided for herein shall be sent by electronic mail as follows: To Merchant: c/o Bob?s Stores. 160 Corporate Ct, Meriden, CT 06450, Attn. Dan Bliss, Email: dbliss@bobstorgs.com; and Mal?tano Advisers, LLC, 747 Third Ave, 2"d Floor, New York, NY 10017, Attn. Joseph Mal?tano, Email: To Consultant: c/o Hileo Merchant Resources, LLC, One Place, 5 Revere Drive, Suite 206, Neithbrook, 60062, Fax; 847~ 849-0859, Attn: [an S. Fredericks; and 0/0 Gordon Brothers Retail Partners, LLC, 800 Boylston Street, 27th Floor, Boston, MA 02199, Fax: 617-531?7906, Attention, Michael Chattock; or such other address as may be designated in writing by Merchant or Consultant. Section 13. Independent Consultant Consultant?s relationship to Merchant is that of an independent contractor without the capacity to bind Merchant in any respect. No employer/employee, principal/agent, joint venture or other such relationship is created by this Agreement. Merchant shall have no control over the hours that Consultant or its employees or assistants or the Supervisors work or the means or manner in which the services that will be provided are performed and Consultant is not authorized to enter into any contracts 8 Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 10 of 18 or agreements on behalf of Merchant or to otherwise create any obligations of Merchant to third parties, unless authorized in writing to do so by Merchant. Section 14. Non?Assignment Neither this Agreement nor any of the rights hereunder may be transferred or assigned by either Party without the prior written consent of the other Party. No modi?cation, amendment or waiver of any of the provisions contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement, shall be binding upon any Party to this Agreement unless made in writing and signed by a duly authorized representative or agent of such Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns. Notwithstanding the above, both Merchant and Consultant agree that the rights and obligations of Merchant hereunder may be assigned to Sportsdirectcom Retail Ltd. or such other entity that acquires substantially all of the assets of the Merchant. Section 15. Severability If any term or provision of this Agreement, as applied to either Party or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, imperative or otherwise ineffective, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in ?ill force and effect and enforceable. If the surviving portions of the Agreement fail to retain the essential understanding of the Parties, the Agreement may be terminated by mutual consent of the Parties. Section Governing Law, Venue, Jurisdiction and Jugg- Waiver This Agreement, and its validity, construction and effect, shall be governed by and enforced in accordance with the internal laws of the State of New York (without reference to the con?icts of laws provisions therein). Merchant and Consultant waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Consultant against Merchant or Merchant against Consultant on any matter whatsoever arising out of, or in any way connected with, this Agreement, the relationship between Merchant and Consultant, any claim of injury or damage or the enforcement of any remedy under any law, statute or regulation, emergency or otherwise, now or hereafter in effect. Section 17. Entire Agreement This Agreement, together with all additional schedules and exhibits attached hereto, constitutes a single, integrated written contract expressing the entire agreement of the Parties concerning the subject matter hereof. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any Party except as speci?cally set forth in this Agreement. All prior agreements, diswssions and negotiations are entirely superseded by this Agreement. Section 18. Execution This Agreement may be executed simultaneously in counterparts (including by means of electronic mail, facsimile or portable document format (pdl) signature pages), any one of which need not 9 Case 17-10243-LSS DOC 408-1 Filed 04/13/17 Page 11 0f 18 contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. This Agreement, and any amendments hereto, to the extent signed and delivered by means of electronic mail, a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Section 19. Bankruptcy Merchant shall ?le a motion to approve this Agreement, and seek an order that provides, among other things, as follows: assumption of this Agreement; (ii) the payment of all fees and reimbursement of expenses hereunder to Consultant is approved without further order of the court and shall be free and clear of all liens, claims and encumbrances; all such payments of fees and reimbursement of expenses shall be made on a weekly basis without further order of the Bankruptcy Court and otherwise in accordance with this Agreement; (iv) approval of the transaction contemplated hereby; authorizing the Sale without the necessity of complying with state and local rules, laws, ordinances and regulations, including, without limitation, permitting and licensing requirements, that could otherwise govern the Sale; (vi) authorizing the Sale notwithstanding restrictions in leases, reciprocal easement agreements or other contracts that purport to restrict the Sale or the necessity of obtaining any third party consents; (vii) authorizing the sale of Additional Agent Goods; and take all further actions as are necessary or appropriate to carry out the terms and conditions of this Agreement. In such event, any legal action, suit or proceeding arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Bankruptcy Court having jurisdiction over Merchant, and each Party hereby waives any defenses or objections based on lack ot?jurisdiction, improper venue, and/or forum non conveniens. From and after entry of the Approval Order, Consultant shall conduct the Sale in accordance with the terms of the Approval Order. 10 Case 17-10243-LSS DOC 408-1 Filed 04/13/17 Page 12 0f 18 IN WITNESS WHEREOF, the Consultant and the Merchant hereby execute this Agreement by their duly authorized representatives as a sealed instrument as of the day and year ?rst written above. HILCO MERC RESOURCES, LLC By: Ian SgF?reLcijbks Its; SVP GORDON BROTHERS RETAIL PARTNERS, LLC 14. By: Ils: pteea'mz STORES, 14%? By: awn/?g? .u Its= ?aw EASTERN MOUNTAIN SPORTS, LLC By: ?ew/?x 0 Its: ?Wt? 11 Bob's EMS Exhibit A Store List . Selling Store 8 Location Type Name Address Qty State Zip Sq. Ft 1 4,001 8085 MIDDLETOWN 416 Main Street Middletown CT 06457 40,000 2 4,002 8085 ENFIELD 25 Hazard Avenue En?eld CT 06082 40,936 6 4,006 8085 MILFORD 195 Cherry Street Milford 06460 50,325 9 4,009 8085 DANBU RY 114 Federal Road Danbury CT 06811 50,000 10 4,010 BOBS EAST NORTH PORT 3083 Jerico Turnpike East Northport NY 11731 35,450 12 4,012 8085 AVON 504 Bushy Hill Road Simsbury CT 06070 37,526 15 4,015 8085 SELDEN 15 Middle Caunty Road Selden NY 06070 30,656 18 4,018 3035 REEHOLD 91 Trotters Way Freehold NJ 07728 37,024 19 4,019 8085 WEST ISLIP 135?187 Sunrise Highway West Islip NY 11795 31,125 20 4,020 8085 FRANKLIN Rte 140, 303 East Central Street Franklin MA 02038 52,600 24 4,024 8085 SEEKONK 150 Highland Ave Route 6 Seekonk MA 02771 42,000 27 4,027 8085 SALEM 92 Cluff Crossing Salem NH 03079 43,905 31 4,031 8085 FRAMINGHAM 1 Worcester Road Framingham MA 01701 50,059 32 4,032 0005 MANCHESTER 220 Hale Road Manchester CT 06042 53,000 39 4,039 BOSS BEDFORD 73 South River Road Route 3 Bedford NH 03110 44,322 44 4,044 BOBS SOUTH 1130 Newport Avenue South Attleboro MA 02703 37,188 77 4,077 6085 SAUGUS 1020 Broadway Saugus MA 01906 40,000 79 4,079 8085 SPRINGFIELD 350 Route 22 Spring?eld NJ 07081 44,152 81 4,081 8085 HAMDEN 2300 Dixwell Avenue Hamden CT 06514 49,133 33 4,083 3085 WATERFORD 167 Waterford Parkway North Waterford CT 06385 40,000 96 4,096 8085 FAIRFIELD 889 Post Road Fair?eld CT 06824 35,184 1 6,001 EMS BOSTON 1041 8: 1045 Commonwealth Avenue Boston MA 02215 16,500 5 6,005 EMS SCARSDALE 693 White Plains Post Road Scarsdale NY 10583 6,625 8 6.008 EMS BURLINGTON 100 Dorset Street Burlington VT 05403 14,272 27 6,027 EMS FAIRFIELD 1939 Blackrock Turnpike Fair?eld CT 06825 11,700 29 6,029 EMS PORTLAND 87 Marginal Way Portland ME 04101 8,000 65 6,065 EMS SYRACUSE 9748 Destiny Dr Syracuse NY 13204 8,904 66 6,066 EMS SALEM 99 Rockingham Park Blvd, Salem NH 03079 4,930 89 6,089 EMS WILMINGTON 4737 Concord Pike (Route 202} Wilmington DE 19803 5,500 90 6,090 EMS LANCASTER 765 Park City Center Lancaster PA 17601 5,430 112 6,112 EMS MANCHESTER CENTER 263 Depot Street, Suite 13 Manchester VT 05255 9,000 117 6,117 EMS HAVERFORD 525 West Lancaster Avenue Haverford PA 19041 7,671 120 6,120 EMS RUTLAND 825 Rte. 7 South Rutland VT 05701 5,445 133 6,133 EMS EXTON 289 Main Street Exton PA 19341 5,592 Fee Exhibits 3/22/2017 6:51 PM 8T 40 8T 959d pellzl 93193 Bob's EMS Exhibit A Store List Store it location Type Name Add fess City State Zip 134 6,134 EMS FAYETTEVILLE 531 Towne Drive Fayetteville NY 13065 7,200 139 6,139 EMS POUGHKEEPSIE 2521 South Road Poughkeepsie NY 12501 7,090 140 6,140 EMS MIDDLETOWN 1305-1311 West Main Road Middletown RI 02842 7,835 141 6,141 EMS NISKAYUNA 402442 Balltown Road Niskayuna NY 12304 5,950 142 6,142 EMS EATONTOWN 133 State Highway, Route 35 Eatontown NJ 07724 6.992 160 6,160 EMS ANNAPOLIS 200 Harker Pl Annapolis MD 21401 13,500 163 6,163 EMS AMHERST 1579 Niagra Falls Amherst NY 14228 15,000 166 6,166 EMS COLLEGEVILLE 220 Plaza Dr Collegeville PA 19426 15,500 171 6.171 EMS CARLE PLACE 200 Glen Cove Road Plaza 200 NY 11514 14,175 173 6,173 EMS NORTHBOROUGH 8104 Shoppes Way Northborough MA 01532 15,000 176 6.176 EMS BUCKLAND HILLS 15103 Pleasant Valley Rd Buckland Hills CT 06042 18,831 180 6,180 EMS NASHUA 281 Daniel Webster Highway Nashua NH 03060 22,204 181 6,181 EMS 427 Walnut Street MA 01940 11,753 500 7 6,500 EMS BERKSHIRE The Berkshire Mall- Space A110 Berkshire MA 01237 4,226 48 24,163 Fee Exhibits 3/22/2017 5:51 PM 813 40 1713 959d 13-8017 93193 Bob's EMS Notefs]: 1. Indudes Deferred Compensation and Insurance. Fee Exhibits 3/22/2017 6:51 PM Exhibit EXpense Budget Bob?s EMS Total Advertising Media 26,250 35,625 61,875 Signs 128,373 135,621 263,994 Sign Walkers 136,125 199,075 335,200 Subtotal Advertising 290,748 370,321 661,069 51m Fees Wages Expenses 299,668 508,278 807,946 Subtotal Supervision 299,668 508,278 807,946 Inventory Ta king 40,000 Total Expenses 590,416 878,599 1,509,015 8T 40 9T 959d 93193 Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 16 of 18 11w Sale Guidelines Case 17-10243-LSS DOC 408-1 Filed 04/13/17 Page 17 0f 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Eastern Outfitters, LLC, et (11.,1 Case No.: 17?10243 (LSS) Debtors. (Jointly Administered) SALE GUIDELINES The following procedures shall apply to the Sale2 to be held at the locations subject to the Agreement (the ?Stores?): 1. The Sale shall be conducted so that the Stores in which sales are to occur will remain open no longer than during the normal hours of operation provided for in the respective leases for the Stores. 2. The Sale shall be conducted in accordance with applicable state and local ?Blue Laws?, where applicable, so that no Sale shall be conducted on Sunday unless the Merchant had been operating such Closing Store on a Sunday. 3. On ?shopping center? property, the Merchant or the Consultant shall not distribute handbills, lea?ets or other written materials to customers outside of any Closing Store?s premises, unless permitted by the lease or, if distribution is customary in the ?shopping center? in which such Closing Store is located; provided that the Merchant and the Consultant may solicit customers in the Stores themselves. On ?shopping center? property, the Merchant and the Consultant shall not use any ?ashing lights or amplified sound to advertise the Sale or solicit customers, except as permitted under the applicable lease or agreed to by the landlord. 4. At the conclusion of the Sale, the Merchant shall vacate the Stores in broom clean condition, and shall leave the Locations in the same condition as on the Sale Commencement Date, ordinary wear and tear excepted, provided, however, that the Consultant and the Merchant hereby do not undertake any greater obligation than as set forth in an applicable lease with respect to a Closing Store. The Debtors and the last four digits of their respective federal taxpayer identification numbers, where applicable, are as follows: Eastern Out?tters, LLC (9164); Subortis Retail Financing, LLC (9065); Eastern Mountain Sports, LLC (9553); Subortis IP Holdings, Bob?s Stores, LLC (4389); and Gift Card, LLC (9618). The Debtors? executive headquarters are located at 160 Corporate Court, Meriden, CT 06450. Capitalized terms not otherwrse defined herein shall have the meanings glven to them in the Agreement. Case 17-10243-LSS Doc 408-1 Filed 04/13/17 Page 18 of 18 in a manner consistent with these guidelines at the Stores. The purchasers of any sold during the sale shall be permitted to remove the either through the back shipping areas at any time, or through other areas after Closing Store business hours. 14. At the conclusion of the Sale at each Closing Store, pending assumption or rejection of applicable leases, the landlords of the Stores shall have reasonable access to the Closing Store?s premises as set forth in the applicable leases. The Consultant, the Merchant and their agents and representatives shall continue to have exclusive and unfettered access to the Stores until the respective Stores are turned back to the landlord in a manner consistent with the lease rejection procedures approved by the Court. 15. Postpetition rents shall be paid by the Merchant as required by the Bankruptcy Code until the rejection or assumption and assignment of each lease. 16. The rights of landlords against Merchant for any damages to a Closing Store shall be reserved in accordance with the provisions of the applicable lease. 17. If and to the extent that the landlord of any Closing Store affected hereby contends that the Consultant or the Merchant are in breach of or default under these Sale Guidelines, such landlord shall email and deliver written notice by overnight delivery on the Merchant? counsel and the Consultant?s counsel as follows: If to the Debtors BRACEWELL LLP CityPlace 1, 34th Floor 185 Asylum Street Hartford Connecticut, 06103 Attn: Mark E. Dendinger Email: If to the Consultant CURTIS, MALLET-PREVOST, COLT MOSLE LLP 101 Park Avenue New York, NY 10178 Attn: Cindi M. Giglio Email: cgiglio@curtis.com If to Sportsdirectcom Retail Ltd. GREENBERG TRAURIG, LLP 200 Park Avenue New York, NY 10166 Attn: Matthew L. Hinker Email: hinkerm@ gtlaw.com