Case CSS Doc 783 Filed 09/07/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 783 Filed 09/07/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. Jointly Administered CERTIFICATION OF COUNSEL REGARDING STIPULATION GRANTING RELIEF FROM THE PLAN INJUNCTION The undersigned certifies as follows: 1. We are counsel to the debtors and debtors-in-possession (the Reorganized Debtors in the above-captioned chapter 11 cases. 2. On September 27, 2017, Ms. Betty Andrews (the Movant filed a complaint against, among other parties, Reorganized Debtor Charming Charlie LLC in the Circuit Court of Baldwin County, Alabama (the Alabama State Court asserting premises liability claims (Case No. CV (the Alabama Court Action. 3. On December 11, 2017, each of the Reorganized Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Court. 4. On March 29, 2018, the Reorganized Debtors filed the Fourth Amended Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and its Debtor Affiliates 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, 4th Floor, Houston, Texas

2 Case CSS Doc 783 Filed 09/07/18 Page 2 of 3 Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 564] (the Plan. 2 Pursuant to Article IX.E of the Plan, the Movant is permanently enjoined (the Plan Injunction from continuing the Alabama Court Action against any of the Reorganized Debtors. 5. On April 3, 2018, the Bankruptcy Court entered its Findings of Fact, Conclusions of Law and Order Confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 584] confirming the Plan. 6. On or about April 17, 2018 the Movant filed the Creditor Betty Andrews Motion for Relief from Stay [Docket No. 602] (the Motion. 7. On April 24, 2018, the Reorganized Debtors filed their Notice of (I Entry of Confirmation Order, (II Occurrence of Effective Date, and (III Related Bar Dates [Docket No. 618] stating that the Effective Date had occurred. 8. On July 17, 2018, counsel for Movant agreed to adjourn (i the deadline for the Reorganized Debtors to respond to the Motion to September 6, 2018 and (ii the hearing on the Motion to September 13, The Reorganized Debtors and the Movant have engaged in discussions regarding the Plan Injunction, its effect on the Alabama Court Action and the Motion. Such discussions, which have been conducted at arm s length, resulted in the Stipulation Granting Relief from the Plan Injunction, dated September 7, 2018 (the Stipulation. A proposed form of order (the Proposed Order approving the Stipulation is attached hereto as Exhibit A. The Stipulation is attached to the Proposed Order as Exhibit 1. 2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

3 Case CSS Doc 783 Filed 09/07/18 Page 3 of 3 WHEREFORE, the Reorganized Debtors respectfully request that the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, approving the Stipulation and granting such other or further relief as it deems just and proper. Dated: September 7, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No Michael W. Yurkewicz (DE Bar No KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Telephone: ( Facsimile: ( and - Morton Branzburg (admitted pro hac vice KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: ( Facsimile: ( and- Drew T. Parobek (admitted pro hac vice Kari B. Coniglio (admitted pro hac vice Jeffrey W. Bieszczak (admitted pro hac vice VORYS, SATER, SEYMOUR AND PEASE LLP 200 Public Square, Suite 1400 Cleveland, Ohio Telephone: ( Facsimile: ( Counsel to the Reorganized Debtors

4 Case CSS Doc Filed 09/07/18 Page 1 of 12 Exhibit A Proposed Order

5 Case CSS Doc Filed 09/07/18 Page 2 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. Jointly Administered Re: Docket No. ORDER APPROVING STIPULATION GRANTING RELIEF FROM THE PLAN INJUNCTION Upon consideration of the Stipulation Granting Relief from the Plan Injunction (the Stipulation, 2 a copy of which is attached to this order (this Order as Exhibit 1, and as agreed to by and among Ms. Betty Andrews (the Movant and the debtors and debtors-inpossession in the above-captioned chapter 11 cases (the Reorganized Debtors and together with the Movant, the Parties and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT; 1. The Stipulation is approved. 2. The Parties are hereby authorized to take any and all actions reasonably necessary to effectuate the terms of the Stipulation. 3. Notwithstanding any rule of the Federal Rules of Bankruptcy Procedure to the contrary, this Order shall take effect immediately upon entry. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, 4th Floor, Houston, Texas Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stipulation.

6 Case CSS Doc Filed 09/07/18 Page 3 of The Court shall retain jurisdiction over any and all matters arising from or related to the implementation or interpretation of the Stipulation or this Order. Dated:, 2018 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

7 Case CSS Doc Filed 09/07/18 Page 4 of 12 Exhibit 1 Stipulation

8 Case CSS Doc Filed 09/07/18 Page 5 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. Jointly Administered STIPULATION GRANTING RELIEF FROM THE PLAN INJUNCTION This stipulation is entered into this 7 th day of September, 2018, by and among the above captioned debtors and debtors-in-possession (the Reorganized Debtors and Ms. Betty Andrews (the Movant and together with the Reorganized Debtors, the Parties. WHEREAS, on September 27, 2017, Ms. Betty Andrews (the Movant filed a complaint against, among other parties, Reorganized Debtor Charming Charlie LLC in the Circuit Court of Baldwin County, Alabama (the Alabama State Court asserting premises liability claims (Case No. CV (the Alabama Court Action ; WHEREAS, on December 11, 2017, each of the Reorganized Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Court ; WHEREAS, March 29, 2018, the Reorganized Debtors filed the Fourth Amended Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and its Debtor Affiliates 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, 4th Floor, Houston, Texas

9 Case CSS Doc Filed 09/07/18 Page 6 of 12 Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 564] (the Plan. 2 Pursuant to Article IX.E of the Plan, the Movant is permanently enjoined (the Plan Injunction from continuing the Alabama Court Action against any of the Reorganized Debtors; WHEREAS, on April 3, 2018, the Bankruptcy Court entered its Findings of Fact, Conclusions of Law and Order Confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 584] confirming the Plan; WHEREAS, on or about April 17, 2018 the Movant filed the Creditor Betty Andrews Motion for Relief from Stay [Docket No. 602] (the Lift Stay Motion seeking relief from the automatic stay to resume the Alabama Court Action; WHEREAS, on April 24, 2018, the Reorganized Debtors filed their Notice of (I Entry of Confirmation Order, (II Occurrence of Effective Date, and (III Related Bar Dates [Docket No. 618] stating that the Effective Date had occurred; WHEREAS, on July 17, 2018, counsel for Movant agreed to adjourn (i the deadline for the Reorganized Debtors to respond to the Motion to September 6, 2018 and (ii the hearing on the Motion to September 13, WHEREAS, following arms length discussions between the Movant and the Reorganized Debtors, the Reorganized Debtors have agreed to (i construe the Motion as a motion to modify the Plan injunction and (ii modify the Plan Injunction as to the Alabama Court Action and the Movant has agreed to withdraw the Motion with prejudice, subject to the conditions and pursuant to the terms set forth below. NOW THEREFORE, it is hereby stipulated and agreed to by and among the Parties as follows: 2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan. 2

10 Case CSS Doc Filed 09/07/18 Page 7 of The Plan Injunction is modified to the extent necessary to permit the Movant to continue the Alabama Court Action against the Reorganized Debtors solely to the extent of any coverage and defense afforded by the Reorganized Debtors provider(s (the CC Insurer(s, in accordance with the Reorganized Debtors applicable insurance policies (collectively, the CC Insurance Policies or pursuant to any other applicable insurance policy (together with the CC Insurance Policies, each an Insurance Policy and, collectively, the Insurance Policies, including, without limitation, any insurance policy issued by any insurer (together with the CC Insurer(s, each an Insurer and, collectively, the Insurer(s to Eastern Shore Center LC, LLC, an Alabama limited liability company (d/b/a Eastern Shore Center, or Schilleci Del Co, LLC, a Delaware limited liability company, if any, with any amounts that may be due in connection with defense costs with respect to the Alabama Court Action and/or pursuant to a verdict, judgment, or settlement agreement in connection with the Alabama Court Action to be paid by the applicable Insurer(s, at no cost to the Reorganized Debtors, their estates, or their successors. 2. The Reorganized Debtors do not stipulate, agree, represent or warrant that they are liable for any amounts at all in connection with the Alabama Court Action. The claims and/or damages alleged and/or asserted in the Alabama Court Action are subject to the terms, conditions, exclusions, limitations and other provisions of such Insurance Policies. In this regard, the Reorganized Debtors acknowledge their duty under the policies to cooperate with the CC Insurer(s in the defense of the Alabama Court Action and will assist the CC Insurer(s, as reasonably necessary, in the defense of the Alabama Court Action by, but not limited to, responding to discovery requests (such as interrogatories, requests for production of documents, requests for admissions, requests for depositions of Reorganized Debtor witnesses, trial 3

11 Case CSS Doc Filed 09/07/18 Page 8 of 12 preparation, and trial attendance. Moreover, the aggregate limits of such Insurance Policies are subject to reduction, depletion and/or exhaustion by payments made hereafter with regard to any pending or future claims, and no representations to the contrary are asserted. 3. Any recoveries based upon any judgment, settlement, mediation, arbitration, or otherwise on account of Movant s claims against the Reorganized Debtors, including relating to the Alabama Court Action, shall be solely from the proceeds of the Insurance Policies (if any and not against the Reorganized Debtors, their affiliated Reorganized Debtors, their estates, or their successors. Any efforts by Movant to collect any amounts due in connection with the Alabama Court Action from the Reorganized Debtors (as opposed to the Insurer(s are barred and waived. 4. Any and all proofs of claim filed or to be filed by Movant in these chapter 11 cases relating to the Alabama Court Action are and will be disallowed and expunged for all purposes, and Movant shall not be entitled to receive any distributions from any of the Reorganized Debtors, their estates, or their successors in their chapter 11 cases, under any plan of reorganization, or otherwise on account of or related to the Alabama Court Action. Movant shall not have an allowed claim (as defined in section 101(5 of the Bankruptcy Code against any of the Reorganized Debtors and shall not be entitled to any distributions from any of the Reorganized Debtors, their estates, or their successors, whether under any plan of reorganization or otherwise on behalf of such claim. 5. To the extent the Insurance Policies do not satisfy a judgment or other disposition with respect to the Alabama Court Action, for any reason, Movant agrees that any such unsatisfied portion, which could otherwise be considered a general unsecured claim in the Reorganized Debtors chapter 11 cases, is hereby fully and finally waived and forever released 4

12 Case CSS Doc Filed 09/07/18 Page 9 of 12 and Movant shall not otherwise engage in any efforts to collect any amount from the Reorganized Debtors, their estates, or their successors in connection with the Alabama Court Action or any claims related thereto. For the avoidance of any doubt, in no circumstance shall the relief granted hereby or continued prosecution of the Alabama Court Action create or result in, or be deemed to create or result in, any liability, indebtedness, claim or other obligation of any kind or nature whatsoever owed by any Reorganized Debtor to Movant or any of its officers, directors, principals, shareholders, members, agents, representatives, successors, assignees or designees. 6. Nothing in this Stipulation is intended to, or shall be deemed to, waive, limit, impair, or restrict any rights, remedies, or interests of the Parties under the Confirmation Order. 7. The relief granted herein shall be binding upon any chapter 11 trustee appointed in these chapter 11 cases (and upon any chapter 7 trustee appointed in the event of a subsequent conversion of these chapter 11 cases to cases under chapter This Stipulation constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. 9. The undersigned persons represent and warrant that they have full authority to execute this Stipulation on behalf of the respective Parties and that the respective Parties have full knowledge of and have consented to this Stipulation. 10. The modification of the Plan Injunction set forth herein shall have no effect as to parties that are not a party to this Stipulation. Furthermore, the Plan Injunction shall remain in 5

13 Case CSS Doc Filed 09/07/18 Page 10 of 12 full force and effect with respect to such other parties and their Claims or causes of action, if any, against the Reorganized Debtors or their estates. 11. Neither this Stipulation, nor any terms contained herein shall be offered or received in evidence or in any way referred to in any legal action or administrative proceeding among or between the parties hereto, other than as may be necessary: (a to obtain approval and to enforce this Stipulation; (b to seek damages or injunctive relief in connection therewith; or (c to evidence that the Plan Injunction has been modified to allow the Parties to continue with the Alabama Court Action. 12. Each of the Parties shall bear its own attorneys fees and costs with respect to the execution and delivery of this Stipulation. 13. This Stipulation may be executed in counterparts, any of which may be transmitted by facsimile or electronic mail, and each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 14. This Stipulation shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. 15. This Stipulation may not be amended without the express written consent of all Parties to this Stipulation and approval by this Court. 16. This Stipulation shall be binding upon the Parties hereto and upon all of their affiliates, assigns and successors. 17. It is acknowledged that each Party has participated in and jointly consented to the drafting of this Stipulation and that any claimed ambiguity shall not be construed for or against either Party on account of such drafting. 6

14 Case CSS Doc Filed 09/07/18 Page 11 of The Court shall retain jurisdiction over any and all disputes or other matters arising under or otherwise relating to this Stipulation. [Signature Page Follows] 7

15 Case CSS Doc Filed 09/07/18 Page 12 of 12 Dated: September 7, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No Michael W. Yurkewicz (DE Bar No KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Telephone: ( Facsimile: ( and - Morton Branzburg (admitted pro hac vice KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: ( Facsimile: ( and- Drew T. Parobek (admitted pro hac vice Kari B. Coniglio (admitted pro hac vice Jeffrey W. Bieszczak (admitted pro hac vice VORYS, SATER, SEYMOUR AND PEASE LLP 200 Public Square, Suite 1400 Cleveland, Ohio Telephone: ( Facsimile: ( Co-Counsel for the Reorganized Debtors /s/ James E. Huggett James E. Huggett (DE Bar No MARGOLIS EDELSTEIN 300 Delaware Avenue Suite 800 Wilmington, Delaware Telephone: ( Facsimile: ( Counsel to Movant 8