Sleep Number Corp

EX-99.1 · dp248362_ex9901.htm

EX-99.1
 3
 dp248362_ex9901.htm
 EXHIBIT 99.1

 Exhibit 99.1

 Sleep Number Enters Asset Purchase Agreement
to Combine with Sleep Country Canada, Creating an

Industry Leader in North America

 Initiates Court-Supervised Sale Process to Facilitate
Transaction

 Expects to Receive New Financing to Support Ongoing
Operations

 During Court-Supervised Sale Process

 Sleep Number is Continuing to Serve New and Existing
Customers

 MINNEAPOLIS – June 12, 2026 – Sleep Number Corporation
(Nasdaq: SNBR) today announced that it has entered into an agreement to combine with Sleep Country Canada to create a leading North American
mattress and bedding company. The transaction will enable the combined company to provide consumers across the United States and Canada
a broader assortment of innovative sleep products and services in stores and online. To facilitate the combination, Sleep Number initiated
a voluntary Chapter 11 sale process.

 Through this process, Sleep Number fully expects to continue its day-to-day
operations, including serving customers with its newest product, servicing warranties and delivering mattresses in homes. Customers can
continue to shop for the company’s products online and in stores nationwide and, following the close of the transaction, Sleep Number
plans to continue to assemble its products in the United States.

 Linda Findley, President and Chief Executive Officer of Sleep Number,
said, “ For 40 years, Sleep Number has been a leader in sleep innovation, helping millions of customers
improve their health and well-being through personalized sleep solutions. While we have made meaningful progress advancing our turnaround
efforts and strengthening our operations, our capital structure remains unsustainable. Following a comprehensive review of our strategic
options and a robust sale process, we are confident that moving forward with the Sleep Country Canada agreement and this court-supervised
sale process will enable us to address our financial constraints. It will also position us to expand our business, helping more people
achieve their best sleep both in the United States, and through future international expansion.

 Findley continued, “As we move through this process, we are focused
on serving our customers and supporting our partners. Our team is dedicated to advancing our new product line and continuing to serve
current and future customers every day. We thank them, along with our partners and suppliers, for their continued support.”

 Stewart Schaefer, President and Chief Executive Officer of Sleep Country
Canada, said, “We have long admired Sleep Number, its game-changing personalized sleep products and the talented team behind them.
Together, we see a tremendous opportunity to build on our complementary strengths and accelerate growth across the United States while
introducing Sleep Number's innovative sleep solutions to consumers in Canada and other markets. We are excited about what we can accomplish
together and the ways we can help support the wellbeing of our customers through every stage of their sleep wellness journey.”

 Continuing to Serve Customers in Stores and Online

 Throughout this process, Sleep Number fully expects to continue serving
customers:

 · Sleep Number stores are open and operating during their regular business hours.

 · The
 company’s online channel, SleepNumber.com ,
 is accepting new orders.

 · The company is fulfilling and delivering orders, standing behind its 100-night
trial and honoring its warranties, gift cards and Sleep Number Reward points and store credits.

 · The infrastructure supporting Sleep Number’s connected smart beds and
App will remain operational as they are today.

 · Customers can continue to reach customer service and home delivery teams through
all normal support channels.

 Sleep Number is also continuing its turnaround strategy to spur growth
and increase financial resilience. The company recently completed the largest product redesign in nearly a decade, launched its first
major integrated marketing campaign in years, and continues to right-size the fixed cost base.

 Additional Information Regarding the Court Supervised Process

 Sleep Number initiated a voluntary Chapter 11 sale process in the U.S.
Bankruptcy Court for the District of New York. The transaction is being undertaken pursuant to Section 363 of the U.S. Bankruptcy Code.

 As part of this process, Sleep Country Canada will serve as the “stalking
horse” bidder in a court-supervised sale process. Accordingly, the proposed transaction is subject to higher and better offers,
Court approval and other closing conditions.

 Sleep
Number expects to secure up to $260 million of debtor-in-possession (“DIP”) financing, including up to $65 million
in new financing. Following court approval, this DIP financing, combined with cash generated from Sleep Number’s ongoing operations,
is expected to support the business during the court-supervised process.

 The company has filed a number of customary motions seeking Court authorization
to support its operations during the court-supervised process, including the payment of employee wages and benefits without interruption.
Sleep Number fully expects to pay suppliers for goods and services provided after the filing date.

 Sleep Number has already been undertaking a review of its store footprint
and, in connection with this process, the company will continue this work with the intention of maintaining the vast majority of locations
based on profitability. A&G Real Estate Partners is assisting the company with this effort. In connection with the start of the court-supervised
process, Sleep Number has filed a motion with the Court to reject leases of 44 non-operational locations, which were already closed and
not serving customers.

 Additional information regarding the court-supervised sale process
is available at forward.sleepnumber.com. Court filings and other information related to the proceedings are available on a separate website
administered by the company’s claims agent, Kroll, at https://restructuring.ra.kroll.com/SleepNumber ,
by calling toll-free at (844) 408-3387 (or +1 (646) 825-3128 for calls originating outside of the U.S.), or by sending an email to SleepNumberInfo@ra.kroll.com .

 Advisors

 Sleep Number is advised by Davis Polk & Wardwell LLP as legal advisor,
Guggenheim Securities, LLC as investment banker, AP Services, an affiliate of AlixPartners, as interim management and Joele Frank, Wilkinson
Brimmer Katcher as strategic communications advisor.

 Sleep Country Canada is advised by Goodwin Procter LLP as legal advisor
and PwC as financial advisor.

 About Sleep Number Corporation

 Sleep Number ® is the leader in personalized sleep wellness.
Its mattresses are designed to evolve with each sleeper to help them feel and perform their best. With adjustable firmness, pressure-relieving
support and temperature balancing comfort built into every mattress, Sleep Number beds adapt to customers’ changing needs, night
after night, year after year.

 Backed by almost 40 years of innovation, 1,000+ patents and patents
pending, and billions of hours of sleep data, Sleep Number has helped more than 16 million people achieve their best sleep. The fully
integrated model ensures quality, durability, and care at every step—from design and craftsmanship to delivery and long-term support.

 Sleep Number products are awarded the industry's top recognitions, including
ranked #1 in customer satisfaction for mattresses purchased in-store and online, and #1 in comfort, by J.D. Power. In addition, the company
is the Official Sleep + Wellness Partner of the NFL, marking a relationship that leverages players, team partnerships, and league-wide
initiatives to amplify brand awareness and drive consumer engagement.

 Sleep Number mattresses, bases, bedding, and furniture are available
exclusively at its over 570 stores nationwide and online. To learn more, visit SleepNumber.com
or a store near you .

 Cautionary Note Regarding the Company’s Common Shares

 The Company cautions that trading in its securities (including, without
limitation, the Company’s common shares) during the pendency of the Chapter 11 cases is highly speculative and poses substantial
risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders
of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company’s common shares
will experience a complete or significant loss on their investment, depending on the outcome of the Chapter 11 Cases. Based on the purchase
price in the sale agreement, the common shares are significantly out of the money and would have no recovery. Additionally, as a result
of the Chapter 11 Cases, the Company expects that its common shares will be delisted from trading on the Nasdaq.

 Cautionary Statement Regarding Forward-Looking Statements

 This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult
to predict. Forward-looking statements are predictions based on our current expectations and our projections about future events, and
are not statements of historical fact. Forward-looking statements include statements concerning our anticipated combination with Sleep
Country Canada and our

 business strategy, among other things, including anticipated trends
and developments in, and management plans for, our business and the markets in which we operate. In some cases, you can identify these
statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,”
“plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,”
“may,” “should,” “goal,” “target,” “might,” “will,” “could,”
“predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking
statements included in this press release are based upon information available to us as of the filing date of this Form 8-K, and we undertake
no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on these forward-looking
statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These
factors include the matters discussed in “Part I - Item 1A - Risk Factors” in our Annual Report on Form 10-K for the year
ended January 3, 2026 as well as the additional factors included below. You should carefully consider the risks and uncertainties described
under these sections.

 A wide range of factors relating to the Chapter 11 Cases could materially
affect future developments and performance, including but not limited to:

 •
 Our ability to continue as a going concern;

 •
 Our ability to successfully consummate the planned sale of the business pursuant to Section 363 of the Bankruptcy Code to any potential acquirer through an auction process in Chapter 11 and if consummated, to obtain an adequate price;

 •
 Our ability to successfully complete a reorganization under Chapter 11 and emerge from bankruptcy;

 •
 The effects of the Chapter 11 Cases on us and on the interests of various constituents;

 •
 Bankruptcy court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general;

 •
 The length of time the Company will operate under the Chapter 11 Cases;

 •
 Risks associated with third-party motions in the Chapter 11 Cases;

 •
 The potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations;

 •
 Increased legal and other professional costs necessary to execute our reorganization;

 •
 The conditions to which our debtor-in-possession financing is subject, and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of our control;

 •
 The consequences of the acceleration of our debt obligations;

 •
 Employee attrition and our ability to retain senior management and key personnel due to the distractions and uncertainties, including our ability to provide adequate compensation and benefits during the Chapter 11 Cases;

 •
 Our ability to comply with the restrictions imposed by the DIP Credit Agreement;

 •
 The likely cancellation of our common shares in the Chapter 11 Cases;

 •
 The potential material adverse effect of claims that are not discharged in the Chapter 11 Cases;

 •
 The diversion of management’s attention as a result of the Chapter 11 Cases; and

 •
 Volatility of our financial results as a result of the Chapter 11 Cases.

 Investor Contact: investorrelations@sleepnumber.com

 Media Contact: Muriel Lussier, muriel.lussier@sleepnumber.com ;
Aaron Palash / Viveca Tress / Carly King, Joele Frank, Wilkinson Brimmer Katcher, SleepNumberMedia@joelefrank.com

EX-2.1 · dp248362_ex0201.htm

EX-2.1
 2
 dp248362_ex0201.htm
 EXHIBIT 2.1

 Exhibit 2.1

ASSET PURCHASE AGREEMENT

 by and between

 SNBR
Inc., as Purchaser ,

 Sleep Number Corporation, as Seller,

 and

 Sleep Country Canada Inc.

 (for purpose of Section 10.21 only)

 Dated as of June 12, 2026

 TABLE OF CONTENTS

 Page

 Article 1 Defined Terms
 2

 1.1 Defined Terms
 2

 1.2 Other Definitional and Interpretive Matters
 23

 Article 2 The Purchase and Sale; Closing
 25

 2.1 Purchase and Sale
 25

 2.2 Excluded Assets
 27

 2.3 Assumption of Liabilities
 28

 2.4 Assumption/Rejection of Certain Contracts (including Real Property Leases) and Designation Rights
 29

 2.5 Excluded Liabilities
 33

 2.6 Excluded Contracts
 35

 2.7 Nontransferable Assets and Liabilities
 35

 2.8 Closing
 36

 2.9 Closing Deliveries of the Parties
 36

 2.10 Purchase Price; Assumed Liabilities
 37

 2.11 Transfer Taxes
 41

 2.12 Allocation of Purchase Price
 41

 2.13 Withholding
 42

 2.14 Good Faith Deposit
 43

 Article 3 Representations and Warranties of the Seller GROUP
 43

 3.1 Organization, Good Standing and Other Matters
 43

 3.2 Authority and Enforceability
 44

 3.3 No Conflict; Required Filings and Consents
 44

 3.4 Sufficiency of Transferred Assets
 45

 3.5 Compliance With Laws; Permits
 45

 3.6 Litigation
 46

 3.7 Real Property
 46

 3.8 Assigned
 Contracts
 46

 3.9 Tax
 46

 3.10 Affiliate Transactions
 47

 3.11 Labor Matters
 47

 3.12 Employee Benefits
 48

 3.13 Insurance
 49

 3.14 Intellectual Property
 49

 3.15 Inventory
 51

 3.16 Product Liability.
 51

 3.17 Absence of Changes
 51

 3.18 Financial Statements; Undisclosed Liabilities
 52

 i

 3.19 Brokers and Finders
 52

 3.20 Information Technology and Privacy
 52

 3.21 Environmental Matters
 54

 3.22 Anti-Bribery, Anti-Corruption, and Anti-Money Laundering
 54

 3.23 Sanctions, Import, and Export Controls
 55

 3.24 Data Security Program
 55

 3.25 No TID US Business
 55

 3.26 No Other Representations or Warranties
 55

 Article 4 Representations and Warranties of Purchaser
 56

 4.1 Organization, Good Standing and Other Matters
 56

 4.2 Authority and Enforceability
 56

 4.3 No Conflict: Required Filings and Consents
 56

 4.4 Equity Financing
 57

 4.5 Solvency
 58

 4.6 Litigation
 58

 4.7 Brokers and Finders
 58

 4.8 Investigation and Agreement by Purchaser; Non-Reliance of Purchaser; No Other Representations and Warranties
 58

 4.9 No Other Representations or Warranties
 59

 Article 5 Bankruptcy Court Matters
 59

 5.1 Debtors-in-Possession
 59

 5.2 Post-Petition Payments
 59

 5.3 Bid Procedures Motion: Bidding Procedures Order
 59

 5.4 Sale Order
 60

 5.5 Approval of Bid Protections; Minimum Overbid
 60

 5.6 Cooperation with Respect to Bankruptcy Court Approvals
 60

 5.7 Back-Up Bid
 61

 5.8 Bankruptcy Court Pleadings
 61

 5.9 Bankruptcy Court Milestones
 62

 5.10 Competing Transaction
 62

 Article 6 Pre-Closing Covenants
 63

 6.1 Conduct of Business
 63

 6.2 Access to Information; Confidentiality
 66

 6.3 Efforts to Consummate
 67

 6.4 Notices and Consents
 68

 6.5 Regulatory Matters and Approvals
 68

 6.6 Public Announcements
 70

 6.7 Transferred Employees; Employee Benefits
 70

 6.8 Financing
 72

 6.9 Financing Cooperation
 73

 6.10 No Successor Liability
 77

 ii

 6.11 Reporting and Information Rights.
 78

 6.12 Transition Services Agreement..
 78

 6.13 A&G Realty Partners Cooperation.
 78

 6.14 Marketing Expenditures
 79

 6.15 Critical Vendor Payments
 79

 6.16 Employee Compensation.
 79

 Article 7 Post-Closing Covenants
 80

 7.1 Access to Information; Books and Records
 80

 7.2 Post-Closing Receipt and Possession of Assets and Liabilities
 80

 7.3 Tax Matters
 81

 Article 8 Conditions Precedent
 82

 8.1 Conditions to Each Party’s Obligation
 82

 8.2 Conditions to Obligation of Purchaser
 83

 8.3 Conditions to Obligations of the Seller
 84

 8.4 Waiver of Condition; Frustration of Conditions
 84

 Article 9 Termination
 84

 9.1 Events of Termination
 84

 9.2 Effect of Termination
 86

 Article 10 General Provisions
 87

 10.1 Survival of Representations, Warranties and Covenants
 87

 10.2 Entire Agreement
 87

 10.3 Amendment; No Waiver
 88

 10.4 Severability; Specific Versus General Provisions
 88

 10.5 Expenses and Obligations
 88

 10.6 Notices
 89

 10.7 Counterparts
 90

 10.8 Governing Law
 90

 10.9 Submission to Jurisdiction; Consent to Service of Process
 90

 10.10 Waiver of Jury Trial
 91

 10.11 Rights Cumulative
 91

 10.12 Assignment
 91

 10.13 Specific Enforcement; Remedies
 91

 10.14 Third-Party Beneficiaries
 92

 10.15 No Personal Liability of Directors, Officers and Owners
 92

 10.16 General Release
 93

 10.17 Legal Representation
 93

 10.18 Bulk Sales Laws
 95

 10.19 Fiduciary Obligations
 95

 10.20 Debt Financing Sources
 95

 10.21 Sleep Country Guarantee.
 96

 iii

 ASSET PURCHASE AGREEMENT

 THIS ASSET PURCHASE AGREEMENT
(this “ Agreement ”), dated as of June 12, 2026, is entered into by and between SNBR Inc., a Delaware corporation
(the “ Purchaser ”), Sleep Number Corporation, a Minnesota corporation (“ Seller ”), and
Sleep Country Canada Inc., a corporation formed under the federal laws of Canada (“ Sleep Country ”) (for purposes
of Section 10.21 only).

 RECITALS

 WHEREAS , Seller owns,
directly or indirectly, 100% of the interests of each of (i) Select Comfort Retail Corporation, a Minnesota corporation, (ii) Select Comfort
SC LLC, a Minnesota limited liability company, (iii) Sleep Number Health Corporation, a Minnesota corporation, and (iv) Select Comfort
Canada Holding Inc., a Minnesota corporation (collectively, the “ Subsidiaries ” and each individually, a “ Subsidiary ”);

 WHEREAS , on June 12,
2026 (the “ Petition Date ”), Seller and certain of its Subsidiaries (collectively, the “ Debtors ”)
filed voluntary petitions (collectively, the “ Bankruptcy Cases ”) for relief under chapter 11 of title 11 of
the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Southern District
of New York (the “ Bankruptcy Court ”);

 WHEREAS , as of the
date hereof, the Debtors remain in possession of their property and continue to operate and manage their business as debtors in possession
pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;

 WHEREAS , the Seller,
through itself and the Subsidiaries (collectively, the “ Seller Group ”), is engaged in the Business and owns,
directly or indirectly, all of the Transferred Assets;

 WHEREAS , the Seller
desires to sell (or cause to be sold) to Purchaser, and Purchaser desires to purchase from the Seller or its applicable Subsidiaries,
all of the Transferred Assets Free and Clear, and the Seller desires Purchaser to assume, and Purchaser desires to assume from the Seller
or its applicable Subsidiaries, all of the Assumed Liabilities, in each case upon the terms and subject to the conditions hereof, and
(as applicable) pursuant to the Bid Procedures Order and the Sale Order and Sections 105(a) and 363 of the Bankruptcy Code and Rules 6003
and 6004 of the Federal Rules of Bankruptcy Procedure;

 WHEREAS , the Debtors
will seek entry by the Bankruptcy Court of the Bid Procedures Order approving the Bid Procedures and Bid Protections;

 WHEREAS , Purchaser
and Seller are contemplating that following the execution of this Agreement and upon approval by the Bankruptcy Court of, among other
things, the Bid Protections, Purchaser will act as “stalking horse bidder” pursuant to the Bid Procedures for the Transferred
Assets. Accordingly, in the absence of Seller’s acceptance of a superior bid made in accordance with the Bid Procedures,
Purchaser will purchase Seller Group’s right, title and interest in and to the Transferred Assets and assume the Assumed Liabilities
on the terms and subject to the conditions set forth in this Agreement in accordance with the Bid Procedures and subject to entry of the
Bid Procedures Order and the Sale Order by the Bankruptcy Court;

 WHEREAS , the parties
desire to consummate the Transactions as promptly as practicable following the satisfaction of the conditions precedent set out herein,
including the entry of the Bid Procedures Order and the Sale Order by the Bankruptcy Court; and

 WHEREAS , the Transactions
contemplated by this Agreement are subject to approval by the Bankruptcy Court and will be consummated pursuant to the Bid Procedures
Order and the Sale Order to be entered in the Bankruptcy Cases.

 NOW , THEREFORE ,
in consideration of the premises and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:

 Article
1

Defined Terms

 1.1
 Defined Terms . The following terms shall have the following meanings in this Agreement:

 “ Accounting Expert ”
has the meaning set forth in Section 2.10(e).

 “ Accounting Principles ”
means U.S. GAAP applied consistently with the Seller’s historical accounting policies as disclosed in Seller’s most recently
filed Annual Report on Form 10-K, as modified by the specific inclusions and exclusions set forth in this Agreement, which shall control
in any conflict.

 “ Accounts Payable ”
means only trade accounts payable, including all accrued Liabilities of the Business as of the Measurement Time that are Assumed Liabilities
hereunder and arose as post-petition obligations of the Seller after the Petition Date for the purchase of inventory only. The Accounts
Payable balance excludes (i) rent or occupancy obligations for August 2026 or any subsequent period; (ii) pre-petition accounts payable;
(iii) §365(b)(1) cure payments; (iv) §503(b)(9) or other administrative expense claims; and (v) intercompany payables.

 “ Accounts Receivable ”
means all trade accounts receivable of the Business as of the Measurement Time that are Transferred Assets hereunder, recorded net of
an allowance for expected credit losses consistent with the Seller’s historical practice. Per the Seller’s Form 10-K, accounts
receivable consists primarily of receivables from third-party financiers for customer credit purchases; the allowance is determined based
on delinquencies, aging trends, industry risk trends, and historical experience.

 “ Acquired Claims ”
has the meaning set forth in Section ‎ 2.1(f) .

 “ Action ”
means any judicial, administrative, or arbitral action, claim, suit, hearing, investigation, inquiry, audit, proceeding, arbitration,
litigation or similar dispute (whether public or private and whether civil, criminal or administrative) commenced, brought, conducted
or heard by or before, or otherwise involving any Governmental Authority or arbitrator.

 2

 “ Additional Inventory ”
means an amount equal to forty percent (40%) of the Customer Deposit Balance. This amount is required to satisfy the Undelivered Customer
Orders and is in addition to the Inventory balance on the Closing Date.

 “ Additional Inventory
Shortfall ” means an amount equal to the excess, if any, of (a) forty percent (40%) of the Customer Deposit Balance over
(b) the Additional Inventory balance as of the Closing Date. F or
the avoidance of doubt, the Additional Inventory Shortfall shall operate solely as a one-way downward adjustment to the Purchase Price
in favor of Purchaser.

 “ Adjustment Escrow
Account ” means the account established and maintained by the Adjustment Escrow Agent under the terms of the Adjustment Escrow
Agreement.

 “ Adjustment Escrow
Agent ” means Acquiom Clearinghouse LLC.

 “ Adjustment Escrow
Agreement ” means that certain escrow agreement to be entered into prior to the Closing Date, by and between the Adjustment
Escrow Agent, the Seller, and the Purchaser, in form and substance mutually satisfactory to the Seller and Purchaser.

 “ Adjustment Escrow
Amount ” means an amount equal to $25,000,000.

 “ Affiliate ”
means, with respect to any Person, any other Person that directly or indirectly (through one or more intermediaries) controls, is controlled
by or is under common control with such specified Person. For the purposes of this definition, “control” (including,
with correlative meaning, the terms “controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of
voting securities, by contract or otherwise.

 “ Aggregate Marketing
Expenditure Target ” means $30,000,000, representing the aggregate amount of Marketing Expenditures that Seller is required
to make during the Interim Period pursuant to Section 6.14 .

 “ Agreement ”
has the meaning set forth in the Preamble.

 “ Allocation Schedule ”
has the meaning set forth in Section ‎ ‎ 2.12(a) .

 “ Alternate Transaction ”
has the meaning set forth in Section ‎ ‎ 9.1(b) .

 “ Antitrust Laws ”
means the HSR Act, the Sherman Antitrust Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and
any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines
or other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or
relating to foreign direct investment.

 “ Approved Budget ”
shall have the meaning set forth in the DIP Interim Order and shall be in form and substance reasonably acceptable to Purchaser, including
any amendments thereto, with respect to the post-petition payments described in Section 5.2
and Section ‎ 6.1 .

 3

 “ Assigned Contracts ”
has the meaning set forth in Section ‎2.1(b) .

 “ Assumed Liabilities ”
has the meaning set forth in Section ‎ ‎ 2.3 .

 “ Assumption/Rejection
Notices ” means, collectively, the Potential Assumption and Assignment Notice (and any related supplements thereto), the
Proposed Assumption and Assignment Notice, the Designation Rights Period Assumption and Assignment Notice(s), the Designation Rights Period
Rejection Notice(s), and the Final Assumption and Assignment Notice.

 “ Attorney-Client
Information ” has the meaning set forth in Section 10.17 .

 “ Auction ”
has the meaning set forth in Section ‎ ‎ 5.7 .

 “ Avoidance Actions ”
means all claims or causes of action to avoid a transfer of property or an obligation incurred by the Seller Group pursuant to any applicable
section of the Bankruptcy Code, including sections 502, 510, 542, 544, 545, 547 through 553, and 724(a), or any similar actions under
any other applicable Law.

 “ Back-Up Bid ”
means the second highest or otherwise best bid if the successful bidder fails to consummate its bid in accordance with the Bid Procedures.

 “ Back-Up Termination
Date ” means the first to occur of (a) the date that is thirty (30) days after entry of the Sale Order, (b) consummation
of the Transactions with the winning bidder at the Auction, and (c) Purchaser’s receipt of written notice from the Seller of the
release by the Seller of Purchaser’s obligations under Section ‎ ‎‎ 5.5(a) .

 “ Bankruptcy Cases ”
has the meaning set forth in the Recitals.

 “ Bankruptcy Code ”
has the meaning set forth in the Recitals.

 “ Bankruptcy Court ”
has the meaning set forth in the Recitals.

 “ Bankruptcy Court
Milestones ” has the meaning set forth in Section ‎ 5.9 .

 “ Base Purchase
Price ” means $415,000,000.

 “ Bid Procedures ”
means those certain bidding procedures for the sale of the Seller’s assets approved by the Bankruptcy Court pursuant to the Bid
Procedures Order (which shall, among other things, approve and authorize the Bid Protections), which shall be in form and substance reasonably
acceptable to the Purchaser and Seller.

 “ Bid Procedures
Motion ” means the motion of the Seller seeking entry of the Bidding Procedures Order and Sale Order, which shall be in form
and substance reasonably acceptable to the Purchaser and Seller.

 4

 “ Bid Procedures
Order ” means an Order of the Bankruptcy Court, (A) Approving Bidding Procedures for Sale of the Debtors’ Assets, (B)
Approving the Designation of Purchaser as the Stalking Horse Bidder for the Assets, (C) Authorizing and Approving Entry into the Stalking
Horse Asset Purchase Agreement, (D) Approving Bid Protections, (E) Scheduling an Auction for, and Hearing to Approve, the Sale of the
Debtors’ Assets, (F) Approving the Form and Manner of Notices of Sale, Auction, and Sale Hearing, (G) Approving the Assumption and
Assignment Procedures, and (H) Granting Related Relief, which shall be in form and substance reasonably acceptable to the Purchaser and
Seller.

 “ Bid Protections ”
means the Break-Up Fee and Expense Reimbursement.

 “ Bid Protections
Aggregate Amount ” means the sum of the Break-Up Fee and the Expense Reimbursement.

 “ Bill of Sale
and Assignment and Assumption Agreement ” means the bill of sale and assignment and assumption agreement, dated as of the
Closing Date, by and between the Seller and Purchaser, in form and substance reasonably acceptable to the parties hereto.

 “ Break-Up Fee ”
means a fee payable as set forth in this Agreement in an amount equal to 3.0% of the Base Purchase Price, which, upon entry of the Bid
Procedures Order, will constitute an allowed administrative expense claim against the Seller Group, on a joint and several basis, pursuant
to section 503(b) of the Bankruptcy Code. In the event of an Alternate Transaction, the Break-Up Fee shall be payable from the proceeds
of such Alternate Transaction.

 “ Burdensome Condition ”
has the meaning set forth in Section ‎ 6.5(b) .

 “ Business ”
means the business carried on by the Seller Group as of the Closing Date, including, but not limited to, developing, selling, delivering,
providing, and servicing personalized sleep wellness solutions, including (a) smart beds and mattresses, (b) adjustable bed frames, bases
and furniture, (c) pillows, bedding and accessories, and (d) digital solutions and applications for sleep tracking and smart bed control.

 “ Business Day ”
means any day excluding Saturday, Sunday or federal holiday or any day which is a legal holiday under the Laws of Toronto, Canada, the
State of New York or the State of Minnesota or is a day on which banking institutions located in such state are authorized or required
by Law or other governmental action to close.

 “ Business Employees ”
means all of the employees and contractors of the Seller or any of its Subsidiaries.

 “ Claim ”
shall have the meaning set forth in Section 101(5) of the Bankruptcy Code.

 “ Closing ”
has the meaning set forth in Section ‎ ‎ 2.8 .

 “ Closing Date ”
has the meaning set forth in Section ‎ ‎ 2.8 .

 5

 “ Closing Inventory
Value ” means the aggregate value of all Inventory included in the Transferred Assets at Closing, as determined by the Inventory
Count and calculated in accordance with the Accounting Principles.

 “ Closing Marketing
Expenditure Amount ” means Seller’s good faith estimate of the aggregate Marketing Expenditures made by the Seller
Group during the period from the date of this Agreement through the Closing Date.

 “ Closing Marketing
Expenditure Deduction ” means the amount, if any, by which the Aggregate Marketing Expenditure Target exceeds the Closing
Marketing Expenditure Amount as set forth in the Estimated Closing Statement or the Closing Statement (as applicable), which amount shall
be applied as a dollar-for-dollar reduction to the Purchase Price at Closing pursuant to Section 2.10(a).

 “ Closing Statement ”
has the meaning set forth in Section 2.11(a) .

 “ Closing Statement
Deadline ” has the meaning set forth in Section 2.11(a) .

 “ Closing Stores ”
has the meaning set forth in Section ‎ 6.1(b)(xv) .

 “ Closing Working
Capital ” means the Net Working Capital as of the Measurement Time, an illustrative calculation of which is set forth on
 Exhibit B hereto.

 “ Closing Working
Capital Adjustment ” means, whether positive or negative, (a) the amount by which Closing Working Capital is greater than
the Target Closing Working Capital or (b) the product of (i) the amount by which Closing Working Capital is less than the Target Closing
Working Capital multiplied by (ii) negative 1 (-1).

 “ Collective Bargaining
Agreement ” means any written or oral agreement, memorandum of understanding or other contractual obligation between any
member of the Seller Group and any labor organization or other authorized employee representative representing employees or other service
providers.

 “ Competing Bid ”
has the meaning set forth in Section ‎ ‎ 5.10 .

 “ Confidentiality
Agreement ” means that certain Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 9, 2026, by and between
the Seller and Sleep Country Canada Inc.

 “ Consent ”
means any consent, approval, authorization, waiver or license, or an Order of the Bankruptcy Court that deems or renders unnecessary the
same.

 “ Contaminant ”
has the meaning set forth in Section ‎ 3.14(j) .

 “ Contract ”
means any written agreement, mortgage, license, sublicense, purchase order, sales order, statement of work, guarantee, instrument, indenture,
lease (whether for a Real Property

 6

 Lease or a lease for personal property), contract,
subcontract or any binding commitment to enter into any of the foregoing to which the Seller or any of its Subsidiaries is a party.

 “ Contracting Parties ”
has the meaning set forth in Section ‎ ‎ 10.15 .

 “ Critical Vendor(s) ”
means, collectively, all of the entities defined as either Critical Vendors, Foreign Vendors, and/or Lien Claimants in the Critical Vendor
Motion.

 “ Critical Vendor
Motion ” means the Motion of the Debtors for entry of interim and final Orders (I) Authorizing the Debtors to Satisfy
Prepetition Claims of (A) Critical Vendors, (B) Foreign Claimants, (C) Lien Claimants, and (D) 503(b)(9) Claimants, (II) Confirming Administrative
Status of Outstanding Orders, (III) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers, and (IV) Granting
Related Relief , filed by the Debtors in the Bankruptcy Cases on (or one day following) the Petition Date.

 “ Critical Vendor
Order ” means the applicable interim and Final Order approving the Motion of the Debtors for Entry of Interim and Final
Orders (I) Authorizing the Debtors to Satisfy Prepetition Claims of (A) Critical Vendors, (B) Foreign Claimants, (C) Lien Claimants,
and (D) 503(b)(9) Claimants, (II) Confirming Administrative Status of Outstanding Orders, (III) Authorizing Financial Institutions
to Honor and Process Related Checks and Transfers, and (IV) Granting Related Relief , which each such order shall be in form and
substance reasonably acceptable to the Purchaser and Seller.

 “ Critical Vendor
Payments ” means payments to Critical Vendors pursuant to the Critical Vendor Order and in accordance with the Approved Budget.

 “ Cure Cap ”
means $8,000,000.

 “ Cure Costs ”
means amounts that must be paid and obligations that otherwise must be satisfied, pursuant to Sections 365(b)(1)(A) and (B) of the Bankruptcy
Code in order to effectuate the assumption and assignment to Purchaser of any of the Assigned Contracts, as determined by Final Order
of the Bankruptcy Court or as otherwise agreed by the Purchaser and the applicable counterparty to an Assigned Contract.

 “ Cure Costs Deduction ”
means an amount equal to (a) the amount by which pre-petition Cure Costs with respect to Assigned Contracts other than Designated Contracts
exceeds the Cure Cap, plus (b) the amount of Post-Petition Cure Costs.

 “ Customer Deposit
Balance ” means, as of the Closing Date, the aggregate amount of customer deposits paid to any member of the Seller Group
in respect of customer orders not yet delivered or fulfilled.

 “ Debt Financing ”
means any debt financing obtained to fund the Transactions (including, for the avoidance of doubt, any customary bridge facilities or
one or more offerings of customary “high yield” debt securities).

 “ Debt Financing
Sources ” means the financial institutions, agents, arrangers, and institutional investors that have at any time committed
to provide or arrange or otherwise have

 7

 entered into agreements in connection with the
Debt Financing or any alternative debt financing, including the parties to any debt commitment letter and/or any joinder agreements, any
underwriting agreements and or purchase or agency agreements, credit agreements or indentures (or other definitive financing documents)
related thereto, together with the Debt Financing Sources Related Parties in each case, excluding Purchaser and its Affiliates; provided
that, “Debt Financing Sources” shall not include any Affiliate of the Purchaser.

 “ Debt Financing
Sources Related Parties ” means the Debt Financing Sources their respective Affiliates, and such Persons’ and such
Persons’ respective Affiliates’ current and future equity holders, managers, members, officers, directors, employees, partners,
controlling persons, agents and representatives and their respective successors and assigns; provided that, “Debt Financing Sources
Related Parties” shall not include any Affiliate of the Purchaser.

 “ Deficit Amount ”
has the meaning set forth in Section 2.10(e).

 “ Deposit Amount ”
has the meaning set forth in Section ‎ ‎ 2.14 .

 “ Deposit Escrow
Agent ” means Kroll Restructuring Administration, LLC.

 “ Deposit Escrow
Agreement ” means that certain escrow agreement, dated as of the date hereof, by and among Purchaser, Seller and the Deposit
Escrow Agent.

 “ Designated Contracts ”
means all executory Contracts (i) not assumed and assigned to the Purchaser at Closing pursuant to the Sale Order, and (ii) not designated
for rejection by the Purchaser in the Chapter 11 Cases.

 “ Designation Rights
Period ” means, with respect to any Designated Contracts (including Real Property Leases) to be assumed and assigned or rejected
pursuant to Sections ‎ 2.4(c) and ‎2.4(d) , the period from Closing and ending on the earlier of (i) no less than fourteen (14) calendar days prior to
the date on which a hearing is held before the Bankruptcy Court on confirmation of a plan of reorganization or liquidation in the Bankruptcy
Cases, or (ii) the date that is sixty (60) days after the Closing Date; provided that the expiration of the Designation Rights Period
may be extended as to any Contract with the consent of the Purchaser and Seller and, to the extent that the deadline to assume or reject
Real Property Leases under 11 U.S.C. § 365(d)(4) would expire during such extension period, with the consent of Purchaser, Seller
and the applicable counterparty to Real Property Lease subject thereto.

 “ Designation Rights
Period Assumption and Assignment Notice ” has the meaning set forth in Section 2.4(c) .

 “ Designation Rights
Period Rejection Notice ” has the meaning set forth in Section ‎ 2.4(f) .

 “ DIP Financing
Agreement ” means the debtor in possession financing approved by the Bankruptcy Court in these Chapter 11 Cases, in each
case as ratified, amended, supplemented and otherwise modified from time to time on or after the date of the DIP Interim Order.

 “ DIP Interim Order ”
means that certain interim order (I) Authorizing the Debtors to (A) Obtain Senior Secured Superpriority Postpetition Financing and (B)
Use Cash Collateral, (II)

 8

 Granting Liens and Providing Claims with Superpriority
Administrative Expense Status, (III) Granting Adequate Protection to the Prepetition Secured Parties, (IV) Modifying the Automatic Stay,
(V) Scheduling a Final Hearing, and (VI) Granting Related Relief.

 “ Discussion Period ”
has the meaning set forth in Section 2.10(e).

 “ Disputed Amounts ”
has the meaning set forth in Section 2.10(e).

 “ DIP Order ”
means the DIP Interim Order and such further order of the Bankruptcy Court granting similar relief on a final basis, which shall be in
form and substance reasonably acceptable to the Purchaser and Seller.

 “ DOJ ”
has the meaning set forth in Section ‎ ‎ 6.5(a) .

 “ DPA ”
has the meaning set forth in Section ‎ 3.25 .

 “ DSP ”
has the meaning set forth in Section ‎ 3.24 .

 “ Enforceability
Exceptions ” means applicable bankruptcy, insolvency, reorganization, moratorium, receivership and Laws affecting the enforcement
of creditors’ rights generally and general equitable principles.

 “ Equity Commitment
Letter ” has the meaning set forth in Section ‎ 4.4(a) .

 “ Equity Financing ”
has the meaning set forth in Section ‎ 4.4(a) .

 “ Equity Financing
Commitments ” has the meaning set forth in Section ‎ 4.4(a) .

 “ ERISA ”
has the meaning set forth in Section ‎ ‎ 3.12(a) .

 “ ERISA Affiliate ”
means, with respect to any Person, any trade or business, whether or not incorporated, that together with such Person, would be treated
as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the IRC.

 “ Estimated Closing
Statement ” has the meaning set forth in Section ‎ 2.10(d) .

 “ Estimated Purchase
Price ” has the meaning set forth in Section ‎ 2.10(d) .

 “ Excess Amount ”
has the meaning set forth in Section 2.10(e).

 “ Excluded Assets ”
has the meaning set forth in Section ‎ ‎ 2.2 .

 “ Excluded Books
and Records ” means books and records, correspondence, or communications (in whatever form maintained) of the Seller Group:
(a) all corporate minute books (and other similar corporate records) and stock records of the Seller Group, (b) any books and records
materially related to the Excluded Assets or Excluded Liabilities, (c) any books and records with respect to Taxes paid or payable by
the Seller Group, including Tax Returns of any member of the Seller Group for income or franchise Taxes, (d) any books and records that
any member of the Seller Group is required by Law to retain, (e) any books and records or relating to this

 9

 Agreement, any Related Document or the execution,
negotiation or consummation of the transactions contemplated hereunder or thereunder (and including any attorney-client privilege associated
with any of the items described in the preceding clauses (a), (b), (c) or (d)).

 “ Excluded Contracts ”
has the meaning set forth in Section ‎ ‎ 2.6 .

 “ Excluded Liabilities ”
has the meaning set forth in Section ‎ ‎ (a) .

 “ Excluded Tax ”
means (i) any Tax of Seller Group or for which the Seller Group or any of its Affiliates is otherwise liable, for any Tax period, including
(a) all Taxes of any member of the Seller Group (or any predecessor thereof) that are imposed as a result of being or having been a member
of an affiliated, consolidated, combined or unitary group on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the
Treasury Regulations or any analogous or similar state, local or non-U.S. Law or regulation, and (b) any liability as a transferee or
successor, pursuant to an express or implied obligation to indemnify any other Person, by contract or pursuant to any Law or otherwise
entered into before the Closing (in each case, other than arrangements entered into in the ordinary course of business that are not primarily
related to Taxes); (ii) all Taxes arising out of the Excluded Assets or Excluded Liabilities for any taxable period; (iii) any Tax liability
relating to the Business or the Transferred Assets for any taxable period ending on or prior to the Closing Date and, with respect to
any Straddle Period for the portion of such taxable period ending on the Closing; and (iv) subject to Section 2.13 , all withholding Taxes (including all Transfer Taxes) that Purchaser is subject to as a result of its obligations to
deliver consideration to Seller hereunder.

 “ Existing Expense
Reimbursement Agreement ” means that certain Expense Payment Agreement, dated June 1, 2026, by and among Seller and Sleep
Country Canada Inc.

 “ Expense Reimbursement ”
means an amount equal to the reasonable, documented, out-of-pocket costs and expenses of Purchaser (including the reasonable, documented
expenses of outside counsel, investment bankers, accountants and other outside advisors, which shall be redacted to preserve privileged
or confidential information) in connection with or related to preparing, negotiating, documenting, this Agreement, the Related Documents,
and the other documents necessary to effect the transactions and agreements contemplated hereby and thereby, evaluating, analyzing, and
investigating the Seller Group and the Transferred Assets, and executing and performing on this Agreement, including in the Bankruptcy
Cases and any other judicial and regulatory proceedings related to this Agreement, which shall be treated in accordance with and paid
up to the Expense Reimbursement Cap and, in the instance of an Alternate Transaction, shall be payable from proceeds from such Alternate
Transaction.

 “ Expense Reimbursement
Cap ” means a maximum aggregate amount equal to $4,000,000, which amount, upon entry of the Bid Procedures Order, will constitute
an allowed administrative expense claim against the Seller Group, on a joint and several basis, pursuant to section 503(b) of the Bankruptcy
Code.

 “ Filed SEC Documents ”
means the forms, reports, schedules, statements, exhibits and other documents filed with the SEC by Seller to the extent publicly available
on the SEC’s EDGAR database.

 10

 “ Final Assumption
and Assignment Notice ” has the meaning set forth in Section ‎ 2.4(d) .

 “ Final Marketing
Expenditure Amount ” means the aggregate Marketing Expenditures actually made by the Seller Group during the period from
the date of this Agreement through the Closing Date, as finally determined pursuant to Section 2.10(e) .

 “ Final Marketing
Expenditure Shortfall ” means the amount, if any, by which the Aggregate Marketing Expenditure Target of $30,000,000 exceeds
the Final Marketing Expenditure Amount, as finally determined pursuant to Section 2.10(e) .

 “ Final Order ”
means an Order of the Bankruptcy Court (or any other court of competent jurisdiction) entered by the clerk of the Bankruptcy Court (or
such other court) on the docket in the Bankruptcy Cases (or the docket of such other court), which is in full force and effect, which
has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari , or
move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for
new trial, stay, reargument or rehearing is then pending or (b) if an appeal, writ of certiorari new trial, reargument or rehearing
thereof has been sought, such order or judgment of the Bankruptcy Court or other court of competent jurisdiction has been affirmed by
the highest court to which such order was appealed, or certiorari has been denied, or a new trial, stay, reargument or rehearing
has been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari
or move for a new trial, reargument or rehearing has expired, as a result of which such order has become final in accordance with Rule
8002 of the Federal Rules of Bankruptcy Procedure; provided , that the possibility that a motion under Rule 60 of the Federal Rules
of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order, will not cause such order not
to be a Final Order.

 “ Final Purchase
Price ” has the meaning set forth in Section 2.10(e) .

 “ Financial Statements ”
means the audited consolidated balance sheet of the Seller Group and related consolidated statements of operations and cash flows of the
Seller Group as of

January 3, 2026.

 “ Fraud ”
means knowing and intentional fraud under Delaware law committed by any Person in the making of the representations and warranties in
 ‎ Article III or Article IV , as applicable, with the
actual knowledge of such Person that such representations or warranties were inaccurate (or breached) when made.

 “ Free and Clear ”
means free and clear of all Liens and Liabilities, other than the Permitted Liens and the Assumed Liabilities, in accordance with Sections
363(f) of the Bankruptcy Code.

 “ FTC ”
has the meaning set forth in Section ‎ ‎ 6.5(a) .

 “ GAAP ”
means generally accepted accounting principles in the United States.

 11

 “ Generative AI
Tools ” means generative artificial intelligence technology or similar tools capable of automatically producing various types
of content (such as source code, text, images, audio, and synthetic data) based on user-supplied prompts.

 “ Governmental
Authority ” means any domestic or foreign national, provincial, state, multi-state, county, or municipal or other local government,
any subdivision, agency, department, council, bureau, commission or authority thereof, any court (including the Bankruptcy Court), arbiter
or tribunal or any quasi-governmental or private body exercising any regulatory or taxing authority thereunder (including the IRS), in
each case with competent jurisdiction.

 “ Government Official ”
means any officer or employee of a Governmental Authority or any department, agency, or instrumentality thereof, including any political
subdivision thereof or any corporation or other Person owned or controlled in whole or in part by any Governmental Authority or any sovereign
wealth fund, or of a public international organization, or any Person acting in any official capacity for or on behalf of any such government
or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party,
party official, or candidate thereof.

 “ Guaranteed Obligation ”
has the meaning set forth in Section ‎ 10.21(a) .

 “ HSR Act ”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 “ Information Privacy
and Security Laws ” means all applicable Laws relating to privacy, security, data breach notification, and the collection,
storage, use, disclosure, retention, transfer or other Processing of Personal Information, including, to the extent applicable, (i) Section
5 of the Federal Trade Commission Act; (ii) the Electronic Communications Privacy Act of 1986 and the Video Privacy Protection Act of
1988; (iii) the California Invasion of Privacy Act (“CIPA”) and all other state Laws regulating wiretapping and/or interception
or recording of communications; (iv) the Stored Communications Act; (v) the California Consumer Privacy Act; (vi) the Health Insurance
Portability and Accountability Act and Washington’s My Health My Data Act; (vii) the Illinois Biometric Information Privacy Act;
and (vii) the CAN-SPAM Act, the Telephone Consumer Protection Act.

 “ Information Security
Reviews ” has the meaning set forth in Section ‎ 3.20(d) .

 “ Intellectual
Property ” means any and all intellectual property rights arising from the following anywhere in the world, whether registered
or unregistered, including such rights in and to any of the following: (a) patents and patent applications together with all reissues,
reexaminations, substitutions, divisionals, renewals, continuations and continuations-in-part issuing therefrom or claiming priority thereto,
any provisionals or other applications to which any of the foregoing claim priority, and any foreign counterparts claiming priority to
any of the foregoing; (b) trademarks, service marks, trade dress, service names, trade names, brand names, logos, taglines, business names,
corporate names and other source or business identifiers, all registrations and applications for registration thereof, and, in each case,
together with all of the goodwill associated therewith; (c) works of authorship (including without limitation computer software and firmware
(including data files, source code, object code and software-related

 12

 specifications), manuals and other documentation,
compilations, databases, and all derivatives, translations, adaptations and combinations of the above), copyrights in both published and
unpublished works, mask work rights, and all registrations and applications for registration thereof and other rights in works of authorship;
(d) trade secrets, and other proprietary or confidential information (including know-how, ideas, inventions and invention disclosures
(whether or not patented or patentable and whether or not reduced to practice), research in progress, processes, process technology, software
development methodologies, algorithms, technical information, business information (including customer and supplier lists, customer and
supplier information and records, pricing and cost information, and business, financial, and sales and marketing plans), reports, drawings,
data, databases, data collections, designs, formulae, schematics, blueprints, flow charts, models, strategies, prototypes, techniques,
source code, source code documentation, testing procedures, and testing results), and rights under applicable trade secret Law in the
foregoing (collectively, “ Trade Secrets ”); (e) internet domain names and rights to social media accounts; (f)
any and all other intellectual property rights and/or proprietary rights; and (g) goodwill associated with any and all of the foregoing.

 “ Inventory ”
means all finished goods, work-in-process, raw materials, and supplies of the Seller Group that are related to the Business as of the
Measurement Time; provided, that, Inventory shall not include, and the following are hereby expressly excluded from the definition of
Inventory: (a) Inventory that is damaged, defective, obsolete, unsaleable, recalled or otherwise not in a condition suitable for sale
to customers in the ordinary course of business, (b) Inventory that is subject to a supplier’s right of reclamation that has not
been resolved or waived as of the Closing Date, (c) any mattress SKU that is not included in the Seller Group’s current
product offerings or new product offerings as of the Measurement Time, including any mattress SKU that has been (i) discontinued, phased
out, or removed from the Seller Group’s active product catalogue, (i) superseded by a current or new mattress model or product line,
(iii) designated as end-of-life, clearance, or legacy inventory in the Seller Group’s product management or inventory systems, or
(iv) otherwise not actively offered for sale to retail customers by the Seller Group as part of its current or new mattress product assortment
as of the Measurement Time. Inventory (including materials, labor, and overhead) is stated at the lower of cost or net realizable value,
with cost determined by the first-in, first-out (FIFO) method; reserves for obsolescence are recorded based on historical selling prices,
current market conditions, and forecasted product demand. Inventory balances at period end exclude goods for which customer payment (including
by credit card) has been received but delivery or installation has not occurred as of the Measurement Time (“ Undelivered Customer
Orders ”).

 “ Inventory Count ”
means the physical count of all Inventory included in the Transferred Assets as conducted by the Seller or the Purchaser (or their respective
Representatives), as applicable, in its good faith in accordance with this Agreement.

 “ Inventory Statements ”
has the meaning set forth in Section ‎ 2.10(c)(ii) .

 “ Inventory Valuation
Methodology ” means Inventory which includes materials, labor and overhead and are stated at the lower of cost or net realizable
value. Cost is determined by the first-in, first-out method. The Seller reviews inventory quantities on hand and records reserves for
obsolescence based on historical selling prices, current market conditions and forecasted product demand, to reduce inventory to net realizable
value.

 13

 “ IP Assignment
Agreement ” means, collectively, the patent, trademark, and other intellectual property assignment agreements, dated as of
the Closing Date, by and between the applicable member of the Seller Group and Purchaser, in form and substance reasonably acceptable
to the parties hereto.

 “ IRC ”
means the Internal Revenue Code of 1986, as amended.

 “ IRS ”
means the United States Internal Revenue Service.

 “ Knowledge ”
means with regard to the Seller, the actual knowledge, after a reasonable inquiry of their direct reports and records of the Seller Group,
of Linda Findley, Amy O’Keefe, Sam Hellfeld, Dennis Hansen, Amber Minson, Tanya Skogerboe, Melissa Barra or Christopher Krusmark.

 “ Law ”
means any federal, provincial, state, local law, ordinance, principle of common law, code, regulation or statute.

 “ Leased Real Property ”
has the meaning set forth in Section ‎ ‎ 3.7 .

 “ Liabilities ”
means debts, liabilities, Taxes, duties, penalties, fines, assessments, claims, causes of action, or other losses, fees, costs, expenses,
obligations or commitments of any nature whatsoever, whether direct or indirect, asserted or unasserted, known or unknown, absolute or
contingent, accrued or unaccrued, matured or unmatured or otherwise, whenever or however arising.

 “ Lien ”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), deed of trust, hypothecation, pledge, charge, security
interest, claim, encroachment, option, easement, negative pledge, right of first refusal or first offer, conditional sale or other title
retention agreement or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable
Law (including any conditional sale or other title retention agreement and any lien arising under the Bankruptcy Code, including within
the meaning of Section 101(37) of the Bankruptcy Code), whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled
or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, known or unknown.

 “ Marketing Expenditures ”
means all bona fide, third-party out-of-pocket expenditures made or committed to be made by or on behalf of the Seller Group in connection
with the promotion, advertising, and marketing of the Business that are consistent with the Seller Group’s marketing practices prior
to the Petition Date.

 “ Material Adverse
Effect ” means any event, occurrence, change, condition, circumstance, development or effect which has had or would reasonably
be expected to have, individually or in the aggregate, a material adverse effect on (A) the business, financial condition, or results
of operations of the Business or (B) the ability of Seller to timely consummate the Closing; provided , however , that none
of the following shall be deemed (either alone or in combination) to constitute, and none of the following shall be taken into account
in determining whether there has been or may be, a Material Adverse Effect solely to the previous clause (A): (a) any change in, or effects
arising from or relating to, general business or economic conditions

 14

 affecting the industry in which the Business operates;
(b) any change in, or effects arising from or relating to, the United States or foreign economies, or securities, banking or financial
markets in general, or other general business, banking, financial or economic conditions (including (i) any disruption in any of the foregoing
markets, (ii) debt defaults or other restructuring events of any country with respect to which bondholders take a discount to the debt
of any country or any increases in the interest rates for any country’s debt, (iii) any change in currency exchange rates, (iv)
any decline or rise in the price of any security, commodity, contract or index and (v) any increased cost, or decreased availability,
of capital or pricing or terms related to any financing for the Transactions); (c) any change from, or effects arising from or relating
to, the occurrence, escalation or material worsening of any act of God or other calamity, natural disaster, epidemic, pandemic or disease,
outbreak, hostility, act of war, sabotage, cyber-attack or terrorism or military action; (d) any action taken to the extent required by
this Agreement, or any action taken or failed to be taken, by the Seller at the written request of, or with the written Consent of, Purchaser
or otherwise relating to Purchaser’s failure to Consent to any action restricted by Section ‎ 6.1 ;
(e) any change in, or effects arising from or relating to changes in, Laws or accounting rules (including GAAP) or any interpretation
thereof; (f) the failure of the Business to meet any of its projections, forecasts, estimates, plans, predictions, performance metrics
or operating statistics or the inputs into such items (whether or not shared with Purchaser or its Affiliates or Representatives); provided
that, the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material
Adverse Effect; (g) national or international political, labor or social conditions; (h) the public announcement of, entry into or pendency
of, this Agreement and the Transactions or the identity of Purchaser, including any termination of, reduction in or similar adverse impact
on relationships, contractual or otherwise, with any customers, suppliers, financing sources, licensors, licensees, distributors, partners,
employees or others having relationships with the Business (i) any effect arising or resulting from the filing, or the pendency, of the
Bankruptcy Cases; or (j) any action required to be taken under any Law or Order by which any member of the Seller Group’s (or any
of their properties) are bound; provided , however , such effects set forth in the foregoing clauses (a) through
 (c) , clause (e) and clause (g) shall be taken into account in determining whether any Material Adverse Effect has
occurred to the extent that any such effect has, or would reasonably be expected to have, a materially disproportionate effect on the
Business relative to other participants in the industry in which the Seller Group operates.

 “ Measurement Time ”
means 12:01 a.m. Eastern Time on the Closing Date.

 “ Net Working Capital ”
means an amount equal to the Accounts Receivable plus the Inventory minus the Accounts Payable (which shall not exceed the
Inventory Accounts Payable Cap), in each case determined in accordance with the Accounting Principles.

 “ Non-Transferred
Asset ” has the meaning set forth in Section ‎ ‎ 2.7(a) .

 “ Non-Transferred
Asset Term ” has the meaning set forth in Section ‎ 2.7(b) .

 “ Nonparty Affiliates ”
has the meaning set forth in Section ‎ ‎ 10.15 .

 “ Notice of Disagreement ”
has the meaning set forth in Section 2.11(c) .

 15

 “ Objection Notice ”
has the meaning set forth in Section 2.10(e).

 “ Open Source Software ”
means all software (in source or object code form) or documentation that is subject to (a) a license or other agreement commonly
referred to as an open source, free software, copyleft or community source code license (including but not limited to any code or library
licensed under the GNU Affero General Public License, GNU General Public License, GNU Lesser General Public License, BSD License, Apache
Software License, or any other public source code license arrangement) or (b) any other license or other agreement that requires,
as a condition of the use, modification or distribution of software subject to such license or agreement, that such software or other
software linked with, called by, combined or distributed with such software be (i) disclosed, distributed, made available, offered, licensed
or delivered in source code form, (ii) licensed for the purpose of making derivative works, (iii) licensed under terms that allow reverse
engineering, reverse assembly, or disassembly of any kind, or (iv) redistributable at no charge, including without limitation any license
defined as an open source license by the Open Source Initiative as set forth on www.opensource.org.

 “ Order ”
means any award, order, decree, writ, determination, directive, consent, binding decision, injunction, judgment, ruling or verdict entered,
issued, made or rendered by any Governmental Authority or arbitrator.

 “ Organizational
Documents ” mean (a) the articles or certificates of incorporation and the by-laws of a corporation, (b) the partnership
agreement and any statement of partnership of a general partnership, (c) the limited partnership agreement and the certificate of limited
partnership of a limited partnership, (d) the operating or limited liability company agreement and the certificate of formation of a limited
liability company, (e) any charter, joint venture agreement or similar document adopted or filed in connection with the creation, formation
or organization of a Person not described in clauses (a) through (d) , and (f) any amendment or supplement to or equivalent
of any of the foregoing.

 “ Outside Date ”
means the date that is one hundred fifty (150) days following the date of this Agreement.

 “ Owned Intellectual
Property ” means the Intellectual Property owned or purported to be owned by any of member of the Seller Group that is related
to the Business.

 “ Payment Processor ”
means any payment processor, acquiring bank, credit card network, merchant services provider, or other third-party payment intermediary
with which the Business has a merchant processing relationship, including, without limitation Synchrony.

 “ PCI DSS ”
has the meaning set forth in Section ‎ 3.20(a) .

 “ Permit ”
means any license, franchise, permit, consent, clearance, approval, right, registration, qualification, accreditation, privilege, immunity,
certificate, or similar authorization issued by, or otherwise granted by Governmental Authority.

 “ Permitted Liens ”
means, solely to the extent expressly permitted by the Sale Order to remain attached to the Transferred Assets following the Closing:
(a) Liens for Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being

 16

 contested in good faith by appropriate proceedings
and for which adequate reserves have been accrued; (b) outstanding valid and timely-filed warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other carriers’, workers’, repairers’ and other similar Liens arising or incurred in the ordinary
course of business for obligations that are not yet due and payable or being contested in good faith by appropriate proceedings and for
which adequate reserves have been accrued; (c) zoning, entitlement and building regulations and land use restrictions that do not adversely
affect the value of such real property in any material respect and do not materially interfere with the use or occupancy thereof as presently
used in the ordinary course of business; (d) covenants, conditions, restrictions, easements and other similar matters affecting the Leased
Real Property that do not adversely affect the value of such real property in any material respect and do not materially interfere with
the use or occupancy thereof as presently used in the ordinary course of business; (e) purchase money Liens and Liens securing rental
payments under capital lease arrangements; (f) Liens on Leased Real Property arising from the provisions of the applicable leases that
are not violated in any material respect by the current use or occupancy of such Leased Real Property of the operation of the Business
conducted thereon; (g) nonexclusive licenses of Intellectual Property granted in the ordinary course of business; (h) Liens arising under
or created by this Agreement or any of the Related Documents; and (i) only for purposes of ‎ ‎ Article
3 and Section ‎ ‎ 6.1 (and not for purposes of the
definition of “Free and Clear”), Liens arising in the ordinary course of business which do not and would not, individually
or in the aggregate, reasonably be expected to interfere in any material respect with the operation or use of any Transferred Asset or
conduct of the Business as currently operated or conducted and Liens set forth on Schedule ‎ ‎ 1.1(b) .

 “ Person ”
means any individual, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, estate,
trust, association, organization, labor union or any other entity or Governmental Authority.

 “ Personal Information ”
means any information in the possession or control of the Seller Group about an identifiable individual and any and all other information
that relates to, or could reasonably be linked (directly or indirectly) or combined with other information to contact, locate, or identify
a natural person, household or device or that otherwise constitutes “personal information,” “personal data” or
any similar term provided by applicable Law.

 “ Petition Date ”
has the meaning set forth in the Recitals.

 “ Post-Auction
Notice Deadline ” has the meaning set forth in Section ‎ 5.10 .

 “ Post-Closing
Tax Period ” means any taxable period beginning after the Closing Date and, with respect to a Straddle Period, the portion
of such Straddle Period beginning after the Closing Date.

 “ Post-Petition
Cure Costs ” means all unpaid post-petition amounts accrued under an Assigned Contract from the Petition Date through the
anticipated date of assumption and assignment of such Assigned Contract.

 “ Potential Assumption
and Assignment Notice ” has the meaning set forth in Section ‎ 2.4(a) .

 17

 “ Potential Assumption
Notice Deadline ” has the meaning set forth in Section 2.4(a) .

 “ Pre-Closing Tax
Period ” means any taxable period ending on or before the Closing Date and, with respect to a Straddle Period, the portion
of such Straddle Period ending on and including the Closing Date.

 “ Prepaid Rent ”
means all amounts actually paid in cash by the Seller prior to the Measurement Time to landlords or lessors under leases that are Assigned
Contracts for occupancy periods commencing on or after the Closing Date, determined on a cash basis without giving effect to any straight-line
rent or other non-cash adjustments under ASC Topic 842, which are embedded in the Seller’s operating lease right-of-use assets and
expressly excluded herefrom. Prepaid Rent shall exclude: (i) amounts under leases not designated as Assumed Leases; (ii) security deposits
and tenant improvement allowances; and (iii) §365(b)(1) cure amounts.

 “ Privacy Requirements ”
has the meaning set forth in Section ‎ 3.20(a) .

 “ Processing ”
means, with respect to Personal Information, any operation or set of operations such as collection, recording, organization, structuring,
storage, adaptation, enhancement, enrichment or alteration, retrieval, consultation, analysis, use, disclosure by transmission, dissemination
or otherwise making available, alignment or combination, restriction, erasure or destruction.

 “ Processor Reserve
Deposit ” means any and all cash, funds, or amounts that Purchaser is required to deposit, fund, post, or maintain with any
Payment Processor on or after the Closing Date in order to establish, activate, or maintain a merchant processing relationship with such
Payment Processor in connection with the operation of the Business following the Closing, including: (i) any initial reserve deposit,
rolling reserve, or security deposit required by any Payment Processor as a condition to entering into or continuing a merchant services
agreement or payment processing arrangement with Purchaser following the Closing; (ii) any reserve top-up, reserve replenishment, or incremental
reserve funding required by any Payment Processor in connection with the Business following the Closing; (iii) any holdback, delayed settlement,
or retention of settlement funds imposed by any Payment Processor on Purchaser in connection with payment card transactions processed
in connection with the Business on or after the Closing Date; and (iv) any other amount required to be deposited, posted, or maintained
by Purchaser with any Payment Processor as a condition to the uninterrupted processing of payment card transactions in connection with
the Business following the Closing, in each case regardless of whether such Processor Reserve Deposit arises under an existing merchant
services agreement assumed by Purchaser at Closing or a new merchant services agreement entered into by Purchaser following the Closing,
and regardless of whether the applicable Payment Processor is the same Payment Processor that held any existing processor reserve balances
prior to the Closing.

 “ Property Taxes ”
means any ad valorem (such as real and personal property) Taxes and any similar Taxes imposed or measured based on the ownership
of the Transferred Assets, but, for the avoidance of doubt, other than (a) Taxes based on net or gross income and (b) Transfer Taxes.

 “ Proposed Cure
Cost ” has the meaning set forth in Section ‎ 2.4(a) .

 18

 “ Protected Leaves ”
has the meaning set forth in Section ‎ 6.7(b) .

 “ Purchase Price ”
has the meaning set forth in Section ‎ 2.10(a) .

 “ Purchaser ”
has the meaning set forth in the Preamble.

 “ Purchaser Designation
Notice ” has the meaning set forth in Section ‎ 2.4(a) .

 “ Purchaser Group
Members ” has the meaning set forth in Section ‎ ‎ 10.19 .

 “ Purchaser Plans ”
has the meaning set forth in Section ‎ ‎ 6.7(d) .

 “ Purchaser Related
Party ” has the meaning set forth in Section ‎ 9.2(c) .

 “ Purchaser Releasing
Party ” has the meaning set forth in Section ‎ 10.16(b) .

 “ Purchaser Welfare
Plans ” has the meaning set forth in Section ‎ ‎ 6.7(d) .

 “ Real Property
Lease ” has the meaning set forth in Section ‎ 3.7 .

 “ Reconciliation
Statement ” has the meaning set forth in Section 2.10(e) .

 “ Related Claims ”
means all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may be
based upon, arise out of or relate to this Agreement, the Related Documents and any other document or instrument delivered pursuant to
this Agreement or the Related Documents, or the negotiation, execution, termination, validity, interpretation, construction, enforcement,
performance or nonperformance of this Agreement or the Related Documents or otherwise arising from the Transactions or the relationship
between the parties (including any claim or cause of action based upon, arising out of or related to any representation or warranty made
in or in connection with, or as an inducement to enter into, this Agreement or the Related Documents).

 “ Related Documents ”
means the Bill of Sale and Assignment and Assumption Agreement, the IP Assignment Agreement, and any other document, agreement, certificate
or instrument entered into in connection with this Agreement.

 “ Remedial Action ”
has the meaning set forth in Section ‎ 6.5(b) .

 “ Representative ”
means, with respect to a particular Person, any director, officer, member, manager, partner, employee, agent, consultant, advisor, investor,
shareholder, contractor, subcontractor or other representative of such Person, including legal counsel, accountants and financial advisors.

 “ Required Employee
Acceptance Threshold ” means that at least eighty-five percent (85%) of the Business Employees (other than the Required Executives)
to whom Purchaser (or its Affiliate) extends an offer of employment pursuant to Section 6.7(a) shall have accepted such offer of
employment in writing and not revoked such acceptance prior to the date that is three (3) Business Days prior to the Closing Date.

 19

 “ Required Executives ”
means each Business Employee of the Company with title of Senior Vice President or higher to whom Purchaser (or its Affiliate) extends
an offer of employment pursuant to Section 6.7(a) .

 “ Required Information ”
means (a) (1) the audited consolidated balance sheet of the Seller Group and the related consolidated statements of operations and cash
flows for the two (2) most recently completed fiscal years of the Seller Group ended at least ninety (90) days prior to the Closing Date,
together with all related notes and schedules thereto, and in each case accompanied by the audit reports thereon of Deloitte & Touche
LLP, and (2) the unaudited consolidated balance sheet of the Seller Group and related consolidated statements of operations, stockholders’
equity and cash flows for any subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date and the portion
of the fiscal year through the end of such quarter (other than in each case the fourth (4th) quarter of any fiscal year) and, in each
case, for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, in the case of each of
clauses (1) and (2) above, prepared in accordance with GAAP and in compliance with Regulation S-X (other than Rules 3-09, 3-10,3-16, 13-01
or 13-02 of Regulation S-X) and which, with respect to clause (2), shall have been reviewed by the independent auditors of the Seller
Group as provided in AU 722; (b) financial statements and all other financial information derived from the historical books and records
of the Seller Group reasonably requested by the Purchaser to the extent reasonably necessary to allow Purchaser to prepare pro forma financial
statements (limited to data regarding the Seller Group) (including for the most recent four (4) fiscal quarter period ended at least forty-five
(45) days prior to the Closing Date (or, if the end of the most recently completed four (4) fiscal quarter period is the end of a fiscal
year, ended at least ninety (90) days prior to the Closing Date)) that give effect to the Transactions as if the Transactions had occurred
as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations) and
which are prepared in accordance with GAAP, but which need not be prepared in compliance with Regulation S-X or include adjustments the
extent not customary in private placements pursuant to Rule 144A promulgated under the Securities Act and any portion of the disclosure
in relation to any Debt Financing that relates to the Transactions; (c) financial data, audit reports, business and other information
(and customary due diligence materials with respect to the Seller Group) derived from the historical books and records of the Seller Group
regarding the Seller Group that is of the type and form customarily included in, and subject to other exceptions that are customary for,
an offering memorandum for private placements of high-yield bonds under Rule 144A promulgated under the Securities Act, or otherwise necessary
to receive from the independent auditors of the Seller Group (and any other auditor to the extent financial statements audited or reviewed
by such auditor are or would be included in such offering memorandum) customary audit consents and customary “comfort” letters
(including “negative assurance” comfort and change period comfort) with respect to the financial information of the Seller
Group to be included in such offering memorandum; (d) the consents of auditors for use of their unqualified audit reports in any offering
memorandum for any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing; (e) any replacements
or restatements of and supplements to the information specified in items (a) through (d) above if any such information would contain a
material misstatement or omission; (f) the authorization letters referred to in Section 9.6(a)(v); provided that the Required Information
shall exclude (1) a description of the anticipated Debt Financing or any component thereof, including amounts, interest rates, dividends,
fees and expenses related thereto, or other information customarily provided by the Debt Financing Sources or their counsel, (2) risk
factors relating solely to (x) the

 20

 anticipated Debt Financing or any component thereof
and (y) the Transactions and any component thereof, (3) any post-Closing or pro forma assumed cost savings, synergies or similar adjustments
(and the assumptions relating thereto) or capitalization, ownership information, (4) segment reporting, consolidating financial statements,
separate subsidiary financial statements and other financial statements, data and analysis that would be required by Sections 3-09, 3-10,
3-16, 13-01 or 13-02 of Regulation S-X or Item 302 of Regulation S-K, (5) information required by Item 402 or Item 404 of Regulation S-K,
(6) any pro forma financial statements, projections or other prospective information and (7) other information customarily exclude from
an offering memorandum with respect to an offering of non-convertible high yield debt securities pursuant to Rule 144A promulgated under
the Securities Act. Notwithstanding the foregoing, no information or financial statements shall be “Required Information”
if it is not of the type customarily provided in connection with the type of Debt Financing actually (and actively) being pursued by the
Purchaser.

 “ Response Period ”
has the meaning set forth in Section 2.10(e).

 “ Sale Hearing ”
means the hearing seeking entry of the Sale Order.

 “ Sale Order ”
means an Order of the Bankruptcy Court (A) Approving the Sale of the Debtors’ Assets Free and Clear of Liens, Claims, Interests,
and Encumbrances and (B) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, and (C) Granting Related Relief,
which otherwise shall be in form and substance reasonably acceptable to the Purchaser and Seller.

 “ SEC ”
means the United States Securities and Exchange Commission.

 “ Seller ”
has the meaning set forth in the Preamble.

 “ Seller Access
Contact ” has the meaning set forth in Section ‎ 6.2(a) .

 “ Seller Group ”
has the meaning set forth in the Recitals.

 “ Seller Group
Members ” has the meaning set forth in Section ‎ ‎ 10.19 .

 “ Seller Permits ”
has the meaning set forth in Section ‎ ‎ 3.5(b) .

 “ Seller Plan ”
has the meaning set forth in Section ‎ ‎ 3.12(a) .

 “ Seller Releasing
Party ” has the meaning set forth in Section ‎ 10.16(a) .

 “ Seller Schedules ”
has the meaning set forth in ‎ ‎ Article 3 .

 “ Seller Software ”
means any software (in source and object code form) included in the Owned Intellectual Property.

 “ Solvent ”
when used with respect to any Person, means that such Person and its subsidiaries, on a consolidated basis, (a) have property with fair
value greater than the total amount of their debts and liabilities, contingent, subordinated or otherwise (it being understood that the

 21

 amount of contingent liabilities at any time shall
be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become
an actual or matured liability), (b) have assets with present fair salable value (on a going concern basis) not less than the amount that
will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are
not about to engage in business or a transaction, for which they have unreasonably small capital.

 “ Sponsor ”
has the meaning set forth in Section ‎ 4.4(a) .

 “ Straddle Period ”
means any taxable period that begins on or before the Closing Date and ends after the Closing Date.

 “ Subsidiary ”
has the meaning set forth in the Recitals.

 “ Successful Bidder ”
has the meaning set forth in the Bid Procedures Order.

 “ Target Closing
Working Capital ” means an amount equal to $101,363,147.

 “ Tax ”
means any and all U.S. federal, state, local and non-U.S. tax (including any income tax, franchise tax, branch profits tax, capital gains
tax, value-added tax, sales tax, use tax, property tax, transfer tax, payroll tax, social security tax, withholding tax, alternative or
add-on minimum tax or estimated tax), assessments, levies, duties, tariffs, imposts and other similar charges and fees and any related
fine, penalty, interest, or additional amounts with respect thereto, imposed, assessed or collected by or under the authority of any Governmental
Authority.

 “ Tax Return ”
means any return (including any information return), report, statement, schedule, notice, form, claim for refund, estimated Tax filing,
or other document or information (whether in tangible, electronic or other form), including any amendments, schedules attachments, supplements,
appendices and exhibits thereto, filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority
in connection with the determination, assessment, collection, or payment, of any Tax.

 “ Transactions ”
means the transactions contemplated by this Agreement and the Related Documents.

 “ Transfer Taxes ”
has the meaning set forth in Section ‎ ‎ 2.11 .

 “ Transferred Assets ”
has the meaning set forth in Section ‎ ‎ 2.1 .

 “ Transferred Employees ”
has the meaning set forth in Section ‎ ‎ 6.7(a) .

 “ Transitions Services
Agreement ” has the meaning set forth in Section 6.12.

 “ Treasury Regulations ”
means the U.S. Department of Treasury regulations promulgated under the IRC.

 22

 “ WARN Act ”
means the United States Worker Adjustment and Retraining Notification Act of 1988 and any similar foreign, state or local law.

 “ Willful Breach ”
means a material breach of a covenant or agreement contained in this Agreement that is a consequence of an act undertaken or a failure
to act by the breaching Party with the actual knowledge by the breaching Party that the taking of such act or such failure to act would
constitute or result in a breach of this Agreement.

 1.2
 Other Definitional and Interpretive Matters .

 (a)
 Unless otherwise expressly provided, for purposes of this Agreement and the Related Documents, the following rules of interpretation
shall apply:

 (i)
 Calculation of Time Period . All references to a day or days shall be deemed to refer to a calendar day or days,
as applicable, unless otherwise specifically provided. When calculating the period of time before which, within which or following
which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall
be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding
Business Day.

 (ii)
 Dollars . Any reference to $ shall mean U.S. dollars, which is the currency used for all purposes in this Agreement
and the Related Documents. The specification of any dollar amount in the representations and warranties or otherwise in this
Agreement, the Related Documents or the Schedules is not intended and shall not be deemed to be an admission or acknowledgement of the
materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the parties hereto to determine
whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes
of this Agreement, the Related Documents or the Schedules.

 (iii)
 Exhibits/Schedules . The Exhibits and Schedules to this Agreement are an integral part of this Agreement. All
Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule
to the extent the relevance of such matter or item to such other Schedule is readily apparent from the face of such disclosure (without
reference to any underlying document). Disclosure of any item on any Schedule shall not constitute an admission or indication
that any such item is required to be disclosed, or that such item or matter is material or has resulted in or will result in a Material
Adverse Effect or that the included items or actions are not in the ordinary course of business. No disclosure on a Schedule
relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach
or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined
therein shall be defined as set forth in this Agreement.

 23

 (iv)
 Gender and Number . Any reference to gender shall include all genders, and words imparting the singular number
only shall include the plural and vice versa.

 (v)
 Headings . The provision of a table of contents, the division of this Agreement or Related Documents into articles,
sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized
in construing or interpreting this Agreement or Related Document, as applicable. Unless otherwise specified, all references
in this Agreement to any “Section” or other subdivision are to the corresponding section or subdivision of this Agreement,
and all references in a Related Document to any “Section” or other subdivision are to the corresponding section or subdivision
of such Related Document.

 (vi)
 Herein . The words such as “herein,” “hereinafter,” “hereof” and “hereunder”
that are used in this Agreement refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the
context otherwise requires. Uses of such words in the Related Documents shall refer to such Related Document as a whole and
not merely to a subdivision in which such words appear unless the context otherwise requires.

 (vii)
 Or . The word “or” shall be construed in the inclusive sense of “and/or” unless otherwise
specified or indicated by, for example, the use of “either”.

 (viii)
 Including . The word “including” or any variation thereof means (unless the context of its usage otherwise
requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it.

 (ix)
 Successors . A reference to any party to this Agreement, any Related Document or any other agreement or document
shall include such party’s successors and permitted assigns.

 (x)
 Legislation . A reference to any legislation or to any provision of any legislation shall include any amendment
thereto, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory
instruments issued thereunder or pursuant thereto.

 (xi)
 Reflected On or Set Forth In . An item arising with respect to a specific representation or warranty shall be
deemed to be “reflected on” or “set forth in” a balance sheet or financial statement, to the extent any such phrase
appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item underlying a number on such
balance sheet or financial statement that corresponds to the subject matter of such representation, (B) such item is otherwise specifically
set forth on the balance sheet or financial statement or (C) such item is set forth in the notes to the balance sheet or financial
statement.

 24

 (xii)
 Made Available . Any reference in this Agreement to “made available” means a document or other item
of information that was made available to Purchaser or its Representatives by being posted to (and properly indexed within) the “Atlas”
electronic data room hosted by DataSite in connection with the transactions contemplated by this Agreement prior to the execution of this
Agreement.

 (xiii)
 Ordinary Course of Business . Any reference in this Agreement to “ordinary course of business” means
the ordinary and usual course of normal day-to-day operations of the Business as conducted by the Seller Group through the date hereof,
taking into account and in all respects consistent with the Approved Budget and/or approved by the Bankruptcy Court in the Bankruptcy
Cases, except for compliance with legal requirements in connection with the Bankruptcy Cases (including conduct of the Auction).

 (b)
 The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the Related Documents and, in
the event an ambiguity or question of intent or interpretation arises, this Agreement and the Related Documents shall be construed as
jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Agreement and the Related Documents. The parties hereto agree that changes from earlier
drafts to the final version of this Agreement do not necessarily imply that the party agreeing to such change is agreeing to a change
in meaning (as the party agreeing to such change may believe the change is stylistic and non-substantive); consequently, no presumption
should exist by virtue of a change from a prior draft.

 Article
2

The Purchase and Sale; Closing

 2.1
 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, including for
the avoidance of doubt Section ‎ ‎ 2.2 , and the Sale
Order, at the Closing, in exchange for an aggregate payment from Purchaser to the Seller, Purchaser shall purchase, assume and accept
from the Seller and its Subsidiaries, and Seller shall, and shall cause the other members of the Seller Group to, sell, transfer, assign,
convey and deliver (or shall cause the sale, transfer, assignment, conveyance and delivery) to Purchaser, Free and Clear, as applicable,
all of the rights, title and interests in, to and under the assets and interests of the Seller Group that are used, held for use or useful
in connection with the Business (other than the Excluded Assets) as the same shall exist on the Closing Date (collectively, the “ Transferred
Assets ”), including, but not limited to the Seller Group’s right, title and interest in, to and under the following:

 (a)
 to the extent transferable, the Permits held by the Seller Group used in the Business or used in connection with the Transferred
Assets;

 (b)
 all Contracts to which a member of the Seller Group is a party that Purchaser elects to assume pursuant to Section ‎ ‎ (k)
but excluding any Seller Plan and Contracts that expire or are terminated prior to the Closing or during the Designation Rights Period,
as applicable (each, an “ Assigned Contract ,” and collectively, the “ Assigned Contracts ”);

 25

 (c)
 all books and records, documents, files, data and information of the Seller Group, other than the Excluded Books and Records;

 (d)
 the Owned Intellectual Property, together with all (i) royalties, fees, income, payments, and other proceeds now or hereafter
due or payable to Seller with respect to such Owned Intellectual Property; (ii) claims and causes of action with respect to such
Owned Intellectual Property, including all past, present and future rights to and claims for damages, restitution, and injunctive and
other legal or equitable relief for infringement, misappropriation, or other violation thereof; and (iii) all tangible embodiments
of the Owned Intellectual Property, including software, works of authorship, data, documentation, websites, website content and technology;

 (e)
 all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment,
information technology systems, computer systems, hardware, vehicles, spare and replacement parts, fuel, and other tangible personal property
used in the Business and owned by the Seller Group;

 (f)
 all of the Seller Group’s rights, claims or causes of action (including, for the avoidance of doubt, any Avoidance Actions
or any Action against any officer, director, manager, stockholder, agent, Affiliate, advisor, Representative or employee of the Seller
Group) against third parties or any Transferred Employees relating to the assets, properties, business or operations of the Seller Group
that are related to the Business, the Transferred Assets or the Assumed Liabilities, except for such rights, claims and causes of action
solely related to the Excluded Assets or Excluded Liabilities (the “ Acquired Claims ”);

 (g)
 all Inventory;

 (h)
 all Accounts Receivable;

 (i)
 all marketing, advertising, and promotional materials and product samples and designs used in the Business and owned by the Seller
Group;

 (j)
 all prepaid expenses of the Seller Group, including deposits, security deposits, merchant deposits, prepaid rent, escrow monies,
and prepaid expenses previously paid by the Seller Group to fulfill the Seller Group’s obligations under any Transferred Assets;

 (k)
 the right to receive and retain mail and other communications of the Seller Group and the right to bill and receive payment for
services performed or transactions processed that are unbilled or unpaid as of the Closing, in each case, to the extent related to the
Transferred Assets or the Assumed Liabilities;

 (l)
 all third-party warranties, guarantees, refunds, rights of recovery, rights of set-off or counter-claim and rights of recoupment
of every kind and nature for the benefit of, or enforceable by, any member of the Seller Group, in each case that are related to the Business,
the Transferred Assets or the Assumed Liabilities; and

 26

 (m)
 all goodwill, customer and referral relationships, and other intangible assets related to the Business or the Transferred Assets.

 2.2
 Excluded Assets . Notwithstanding the provisions of Section ‎ ‎ 2.1
or anything to the contrary herein, any and all assets, rights and properties of the Seller Group that are not described in Section ‎ ‎ 2.1
as Transferred Assets, including the following (each, an “ Excluded Asset ,” and collectively, the “ Excluded
Assets ”), shall be retained by the Seller Group, and Purchaser and its designees shall acquire no right, title or interest
in the Excluded Assets in connection with the Transaction:

 (a)
 all (i) cash and cash equivalents (including the Customer Deposit Balance), wherever located, including bank balances and
bank accounts or safe deposit boxes, monies in the possession of any banks, savings and loans or trust companies and similar cash items,
(ii) except to the extent related to an Assigned Contract, escrow monies and deposits in the possession of landlords and utility
companies, and (iii) investment securities and other short- and medium-term investments;

 (b)
 all rights of the Seller Group under this Agreement or the Related Documents, including, without limitation, the right to receive
the Purchase Price and to enforce the Seller Group’s rights and remedies thereunder;

 (c)
 all Excluded Contracts, other than the Assigned Contracts, to which any member of the Seller Group or any of their respective Affiliates
is a party;

 (d)
 (i) any attorney-client privilege and attorney work-product protection of any member of the Seller Group or associated with
the Business as a result of legal counsel representing any member of the Seller Group or the Business, including in connection with the
Transactions; (ii) all documents subject to the attorney-client privilege and work-product protection described in the foregoing
 clause ‎ ‎ (i) ; (iii) all documents maintained by any member of the
Seller Group relating to the drafting, negotiation, execution, delivery and performance of this Agreement, any Related Document or any
agreements with any other bidder in connection with any sale process previously conducted by or in which any member of the Seller Group
was previously involved, including the sale process leading to the entry into this Agreement; and (iv) claims (and resulting proceeds)
under any director and officer, errors and omissions, fiduciary, commercial crime insurance and other insurance policies;

 (e)
 any rights of the Seller Group to Tax refunds (including any rights to refunds, credits or other rebates arising from or relating
to tariffs, duties or similar charges) or credits for overpayment of Taxes in lieu of a refund, in each case attributable to (i) Taxes
that the Seller Group paid prior to the Closing, (ii) Taxes that are Excluded Liabilities or (iii) Property Taxes for which
the Seller Group is liable pursuant to Section ‎ ‎ 7.3 ;

 (f)
 the Excluded Books and Records;

 27

 (g)
 any capital stock, shares, warrants, stock options, membership interests, partnership interests, units, or other equity or equity-linked
securities of any member of the Seller Group or of any other Person;

 (h)
 all Seller Plans and all assets, trusts, accounts, insurance policies and other rights and interests relating thereto;

 (i)
 any assets not otherwise designated as Transferred Assets;

 (j)
 all rights and interests of the Seller Group to the assets, claims and other matters listed on Schedule 2.2(j) ;

 (k)
 except for Acquired Claims, all of the Seller Group’s rights, claims or causes of action against third parties relating to
the assets, properties, business or operations of the Seller Group (including all guaranties, warranties, indemnities and similar rights
in favor of the Seller Group or any of their Affiliates) to the extent arising under the Bankruptcy Code or relating to any of the Excluded
Assets or Excluded Liabilities, in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions
occurring prior to, on or after the Closing Date; and

 (l)
 all prepaid expenses, claims, deposits, prepayments, refunds, causes of action, demands, Actions, suits, rights of recovery, rights
under guarantees, warranties, indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in
each case, to the extent related to or used in or held for use for the Excluded Assets listed in clauses ‎ ‎ (a)
through ‎ ‎ (j) above.

 2.3
 Assumption of Liabilities . On the terms and subject to the conditions set forth in this Agreement, subject
to Section ‎ ‎ (a) , Purchaser shall, effective as of
the Closing, assume and agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Seller Group
as the same shall exist on the Closing Date or arise after the Closing Date (each, an “ Assumed Liability ,” and
collectively, the “ Assumed Liabilities ”):

 (a)
 all Liabilities (other than Taxes) arising under the Assigned Contracts, that first are incurred or arise after the Closing Date
and to the extent they are not the result of a breach of any Assigned Contract prior to the Closing;

 (b)
 all Liabilities (other than Taxes) arising from the Transferred Assets, that first are incurred or arise after the Closing Date;

 (c)
 all Liabilities outstanding as of or arising after the Closing for returns of merchandise previously sold to customers, to the
extent such returns are in compliance with the applicable return policy in effect as of the time of such sale;

 (d)
 all Liabilities for gift cards or gift certificates validly issued by the Seller Group in the ordinary course of business and outstanding
as of the Closing, including any outstanding

 28

 customer loyalty, rewards or similar program obligations
to the extent such rewards are redeemable for gift cards, gift certificates or other merchandise;

 (e)
 all Liabilities for orders placed by the Seller Group’s customers for Inventory that has not been shipped to such customer
prior to the Closing and all orders for goods, materials or services placed by the Seller Group in good faith and in the ordinary course
of business and that are reasonably necessary to fulfill such orders placed by the Seller Group’s customers in respect of such Inventory;

 (f)
 all Liabilities arising from any warranties relating to or arising out of any Transferred Asset that are first incurred or arise
after the Closing;

 (g)
 (i) all Liabilities for Taxes imposed with respect to or arising out of the Transferred Assets for any Post-Closing Tax Period,
(ii) Property Taxes for which Purchaser is liable pursuant to Section ‎ ‎ 7.3 ;

 (h)
 solely to the extent such Liabilities relate to periods following the Closing (i) all accounts payable of the Seller Group
to the extent related to the Business, arising out of or related to the purchase of goods, materials or services in the ordinary course
of business by or on behalf of the Seller Group and (ii) all other trade payables of the Seller Group incurred in the ordinary course
of business, to the extent related to the Business or the Transferred Assets;

 (i)
 all Liabilities arising out of or relating to any of the Transferred Employees solely to the extent such Liabilities are first
incurred or arise after the Closing;

 (j)
 all Liabilities related to or arising out of the ownership and operation of the Transferred Assets or the Business from and after
the Closing;

 (k)
 all Cure Costs (subject to the Cure Costs Deductions as set forth in Section 2.10(a));

 (l) Liabilities
equal to $10,278,441 in Accounts Payable in respect of Inventory (the “ Inventory Accounts Payable Cap ”); and

 (m)
 all Liabilities for which the Purchaser is responsible pursuant to Section ‎ 2.4(o)
of this Agreement during the Designation Rights Period.

 2.4
 Assumption/Rejection of Certain Contracts (including Real Property Leases) and Designation Rights .

 (a)
 No later than fourteen (14) days following the Petition Date (the “ Potential Assumption Notice Deadline ”),
the Seller shall file a notice (the “ Potential Assumption and

 29

 Assignment Notice”) with the Bankruptcy
Court (and properly serve it on all relevant counterparties), which shall include (i) a true and complete list of all Contracts to
which any member of the Seller Group is a party (other than any Contracts that have been previously rejected or are subject to a pending
motion to reject in the Chapter 11 Cases) and (ii) to the Seller’s Knowledge, a good faith calculation of the Cure Costs with
respect to the Contracts identified on the Potential Assumption and Assignment Notice, which shall include (x) all prepetition arrears,
plus (y) a good faith estimate of Post-Petition Cure Costs (the “ Proposed Cure Costs ”). The Debtors shall update
the Potential Assumption and Assignment Notice from time to time, but no less frequently than once per month, in the event that they (i)
identify new contracts that were not previously included in the initial Potential Assumption and Assignment Notice, or (ii) determine
that a Proposed Cure Cost for any Contract should be modified.

 (b)
 Prior to the Closing Date, the Seller shall file a notice (the “ Proposed Assumption and Assignment Notice ”)
with the Bankruptcy Court (and properly serve it on all relevant counterparties), which shall include a schedule of the Contracts that
were designated as of such date by the Purchaser, in its sole discretion, as Assigned Contracts. The assumption and assignment
to Purchaser of any Contract designated as an Assigned Contract in the Proposed Assumption and Assignment Notice shall be deemed effective
upon Closing pursuant to the Sale Order.

 (c)
 During the Designation Rights Period, Purchaser may, in its sole discretion, designate any Designated Contract for either (x) assumption
and assignment to Purchaser, or (y) rejection, in each case by providing written notice to the Seller Group (a “ Purchaser
Designation Notice ”); provided that Purchaser shall provide the Seller Group with a Designation Notice in respect of any
such Contract at least seven (7) Business Days prior to the expiration of the Designation Rights Period. Each Purchaser Designation Notice
for a Designated Contract that is to be assumed and assigned to Purchaser shall include the Proposed Cure Cost associated with such Designated
Contract. Within three (3) Business Days of the Seller Group’s receipt of a Purchaser Designation Notice, the Seller
Group shall file a notice (the “ Designation Rights Period Assumption and Assignment Notice ”) with the Bankruptcy
Court, and properly serve it on all relevant counterparties, which notice shall, if applicable, include the Proposed Cure Cost and relevant
objection deadline(s), if any, for each Designated Contract included therein. In the event that the Proposed Cure Cost for
a Designated Contract in any Designation Rights Period Assumption and Assignment Notice is consistent with the Proposed Cure Cost in the
Potential Assumption and Assignment Notice, or the relevant counterparty has consented to any deviation therefrom, the assumption and
assignment of such Designated Contract shall be deemed effective upon the filing of such notice. If the Proposed Cure Cost
has changed from the Potential Assumption and Assignment Notice and has not been agreed to by the relevant counterparty, or the counterparty
to the Designated Contract has not previously received notice of the potential assumption and assignment of their Contract, the counterparty
to such Designated Contract shall have fourteen (14) days from the date of the Designation Rights Period Assumption and Assignment Notice
to object to the Proposed Cure Cost and, if no timely objection is filed, the

 30

 assumption and assignment of such Designated Contract
shall be deemed effective upon the expiration of that fourteen (14) day period.

 (d)
 Upon the expiration of the Designation Rights Period, the Seller shall file a final notice (the “ Final Assumption and
Assignment Notice ”), which shall include a final schedule of the Assigned Contracts that were designated by the Purchaser
(including all Contracts (i) assumed by the Purchaser at Closing and (ii) designated for assumption and assignment pursuant to a Purchaser
Designation Notice).

 (e)
 The Sale Order shall provide that the assumption and assignment of (i) a Contract included on the Proposed Assumption and Assignment
Notice for which (1) no objection was timely made or (2) an objection was timely made but resolved prior to entry of the Sale Order shall,
in each case, be effective upon entry of the Sale Order and (ii) a Designated Contract shall be effective without further order of the
Bankruptcy Court (x) immediately, upon the filing of the Designation Rights Period Assumption and Assignment Notice, or (y) upon expiration
of the applicable objection deadline set forth in the Designation Rights Period Assumption and Assignment Notice or the Final Assumption
and Assignment Notice (as applicable) unless the counterparty to such Designated Contract timely serves an objection upon Purchaser and
the Seller that relates to adequate assurance of future performance or a cure cost issue that could not have been raised in an objection
to any Assumption/Rejection Notice prior to the Sale Hearing. If Purchaser, the Seller and the applicable counterparty are unable to resolve an
objection timely served, the Seller shall resolve the matter pursuant to Section 2.4(q) .

 (f)
 Within three (3) Business Days of the Seller Group’s receipt of a Purchaser Designation Notice, the Seller Group shall, with
respect to any Contract designated in a Purchaser Designation Notice to be rejected, file a notice (a “ Designation Rights
Period Rejection Notice ”) with the Bankruptcy Court (and properly serve it on all relevant counterparties). The
Sale Order shall provide that the rejection of any Designated Contract shall be effective without further order of the Bankruptcy Court.

 (g)
 Any Contract that is not designated for assumption and assignment or rejection before the expiration of the Designation Rights
Period shall be deemed rejected, effective upon the expiration of the Designation Rights Period, without the need for any further order
of the Bankruptcy Court.

 (h)
 For the avoidance of doubt, all Contracts designated for assumption and assignment to Purchaser pursuant to a Purchaser Designation
Notice during the Designation Rights Period and assumed and assigned to Purchaser shall be deemed Assigned Contracts for all purposes
hereunder.

 (i)
 Notwithstanding Section 2.4 ‎ (c) , the Sale Order shall provide that, during
the Designation Rights Period, Purchaser may deliver a written notice to the Seller Group of Purchaser’s entry into an agreement
with the counterparty to any Contract listed on a Potential Assumption and Assignment Notice pursuant to which such counterparty consents
to the assumption and assignment to Purchaser or its designee of such Contract on the terms set forth in

 31

 such agreement. The assumption and assignment
of any such Contract pursuant to this Section 2.4(i) shall be effective on the date set forth in the written notice provided to
the Seller Group without further order of the Bankruptcy Court. For the avoidance of doubt, Purchaser may negotiate such assumption and
assignment directly with the Contract counterparty.

 (j)
 Purchaser shall be responsible for any and all Liabilities of the Seller Group under Designated Contracts in each case that are
incurred and come due and payable during the Designation Rights Period through the effective date of (i) any such Designated Contract’s
assumption and assignment to Purchaser, (ii) rejection by any member of the Seller Group, or (iii) deemed rejection, in each case, in
accordance with this Agreement. For the avoidance of doubt, Purchaser shall pay all such Liabilities on a current basis as and when they
come due and payable.

 (k)
 The Seller Group shall take all actions reasonably required to assume and assign the Assigned Contracts to Purchaser, including
taking all actions reasonably necessary, at Purchaser’s expense following the Closing Date, to facilitate any negotiations with
the counterparties to such Contracts and, if necessary, to obtain an order of the Bankruptcy Court containing a finding that the proposed
assumption and assignment of the Contracts to Purchaser satisfies all applicable requirements of section 365 of the Bankruptcy Code.

 (l)
 Purchaser shall take all actions reasonably required for the Seller Group to assume and assign the Assigned Contracts to Purchaser,
including taking all actions reasonably necessary to facilitate any negotiations with counterparties to such Contracts and, if necessary,
to obtain an order of the Bankruptcy Court containing a finding that the proposed assumption and assignment of the Contracts to Purchaser
satisfies all applicable requirements of section 365 of the Bankruptcy Code.

 (m)
 Notwithstanding any provision in this Agreement to the contrary, a Contract shall not be an Assigned Contract hereunder and shall
not be assigned to, or assumed by, Purchaser to the extent that such Contract is (i) deemed rejected under Section 365 of the Bankruptcy
Code (ii) the subject of an objection to assignment or assumption or requires the Consent of any Governmental Authority or other
third party in order to permit the assumption and assignment by the applicable Seller to Purchaser of such Contract pursuant to Section
365 of the Bankruptcy Code, and such objection has not been resolved pursuant to Section 2.4(q) of this Agreement or such Consent
has not been obtained by the Closing Date or the expiration of the Designation Rights Period, as applicable, or (iii) is validly terminated
by any party thereto other than Seller, or terminates or expires by its terms, on or prior to such time as it is to be assumed by Purchaser
as an Assigned Contract hereunder and is not continued or otherwise extended upon assumption.

 (n)
 During the Designation Rights Period, the Seller Group shall use commercially reasonable efforts to provide unrestricted access
to all properties governed by any Designated Contract that is a Real Property Lease to allow the Purchaser to operate the Business during
the period from and after the Closing Date through the effective date of the applicable assumption and assignment of the Real Property
Lease to the Purchaser or rejection in accordance with this Agreement.

 32

 (o)
 Purchaser shall as promptly as reasonably practicable, but in any event upon assumption and assignment of any Assigned Contract
hereunder, pay all Cure Costs (if any) in connection with any such assumption and assignment.

 (p)
 During the Designation Rights Period, the Seller Group shall not reject, terminate, amend, supplement, modify, waive any rights
under, or create any adverse interest with respect to any Designated Contract, or take any affirmative action not required thereby, without
the prior written consent of Purchaser unless (i) Purchaser has provided written notice to the Seller Group designating such Contract
for rejection pursuant to this Section ‎ 2.4 , or (ii) in the case of any Contract
as to which Purchaser has breached its obligations with respect to the payment of Liabilities associated with such Contract to the extent
required by the terms hereof if Purchaser has failed to cure such breach within five (5) Business Days after receiving written notice
of such breach from Seller.

 (q)
 In no event shall Seller settle an objection to the assignment of an Assigned Contract listed on the Proposed Assumption and Assignment
Notice or a Designated Contract, including as to Cure Costs, without the express prior written consent of Purchaser (with an e-mail consent
being sufficient).

 (i)
 In the event any such objection is unresolved prior to the expiration of the Designation Rights Period, the Seller may elect not
to assume and assign the potentially Assigned Contract and designate such Contract for rejection.

 (ii)
 With regard to any Designated Contract that is the subject of a timely-filed objection, the parties will cooperate in good faith
to resolve such objections. If Purchaser, Seller and the applicable counterparty to such Designated Contract are unable to resolve such
objection prior to the expiration of the Designation Rights Period, Seller shall schedule the matter for hearing on no less than five
(5) Business Days’ notice; provided , that, any such hearing shall occur no later than the date on which the hearing is held
before the Bankruptcy Court on confirmation of a plan of reorganization or liquidation in the Bankruptcy Cases. Upon entry
of an Order of the Bankruptcy Court determining any Cure Costs and authorizing the assumption and assignment to Purchaser of any Designated
Contract, which order shall be in a form and substance reasonably acceptable to Purchaser, Purchaser shall have the option to either (i)
designate such Designated Contract for assumption and assignment to Purchaser, or (ii) designate such Designated Contract for rejection.

 (r)
 The objection deadlines and notice requirements for each of the Assumption/Rejection Notices shall be as provided in the Bidding
Procedures Order.

 2.5
 Excluded Liabilities . Purchaser is assuming only the Assumed Liabilities of the Seller Group and shall not
assume, be obligated to pay, perform or otherwise discharge, or in any other manner be liable or responsible for any other Liabilities
of, or Action against, the Seller Group or relating to the Transferred Assets or the Business, of any kind or nature whatsoever, whether
absolute, accrued, contingent, or otherwise, liquidated or unliquidated, due or to become

 33

 due, known or unknown, currently existing or hereafter
arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing or arising thereafter as a result
of any act, omission, or circumstance taking place prior to the Closing. Notwithstanding anything in this Agreement to the contrary, the
Assumed Liabilities shall not include any Liabilities or obligations for any Excluded Taxes, and the Seller Group shall retain and shall
be responsible for, all Liabilities that are not Assumed Liabilities (all such Liabilities not being assumed herein referred to as the
“ Excluded Liabilities ”). Without limiting the foregoing, Purchaser shall not be obligated to assume, and does
not assume, and hereby disclaims all the Excluded Liabilities, including the following Liabilities of any member of the Seller Group or
of any predecessor of any member of the Seller Group, whether incurred or accrued before or after the Closing:

 (a)
 any Liabilities to the extent not relating to or arising out of the Business or the Transferred Assets, including any Liabilities
to the extent relating to or primarily arising out of the Excluded Assets;

 (b)
 any Liabilities in respect of any Contracts that are not Assigned Contracts or Designated Contracts (and in the case of Designated
Contracts, only to the extent provided in Section 2.4(j) and for so long as such Designated Contracts remain Designated Contracts),
including any Liabilities arising out of the rejection of any such Contracts pursuant to Section 365 of the Bankruptcy Code;

 (c)
 any administrative expenses or priority claims (other than claims or expenses that are included in the Cure Costs);

 (d)
 all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by the Seller Group in connection
with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by the Seller
Group) and administrative expenses and priority claims accrued through the Closing Date and specified post-Closing administrative wind-down
expenses of the Seller Group’s bankruptcy estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Seller
Group from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) the
negotiation, execution and consummation of the Transactions and each of the Related Documents, (ii) the negotiation, execution and consummation
of any debtor-in-possession financing agreement, and (iii) the consummation of the Transactions, including any retention bonuses, “success”
fees, change of control payments and any other payment obligations of the Seller Group payable as a result of the consummation of the
Transactions and the Related Documents;

 (e)
 all Liabilities of the Seller Group arising out of or relating to any pending or threatened Action;

 (f)
 all Liabilities of the Seller Group under this Agreement or any Related Document and the transactions contemplated hereby and thereby;

 (g)
 Excluded Taxes;

 34

 (h)
 all Liabilities arising under Environmental Laws, other than to the extent arising solely out of events, facts or circumstance
that first occur on or after the Closing with respect to the Transferred Assets;

 (i)
 all Liabilities of the Seller Group or any of their predecessors to their respective direct or indirect equityholders, including
any dividends, distributions in liquidation, redemption of interests, option payments or otherwise;

 (j)
 all Liabilities arising out of or relating to any business or property formerly owned or operated by any member of the Seller Group,
any Affiliate or predecessor thereof, but not presently owned or operated by any member of the Seller Group;

 (k)
 all Liabilities of the Seller Group associated with any and all indebtedness, including any guarantees of third party obligations
and reimbursement obligations to guarantors of the Seller Group; or

 (l)
 (i) any severance, retention, change-in-control, bonuses, commissions, deferred compensation, state or federal WARN, or similar
payments or obligations of Seller arising prior to the Closing, whether or not triggered by the Transactions and (ii) all Liabilities
and obligations arising out of, relating to or in connection with (a) any Business Employee, who is not a Transferred Employee, arising
at any time, or (b) any Transferred Employee that are first incurred or arise on or prior to the Closing Date, in each case including
those related to payment, claims, indemnification, paid time off, the WARN Act or any other Law, or benefits under workers’ compensation
or any other Laws.

 2.6
 Excluded Contracts . Any Contract that Purchaser elects not to be an Assigned Contract pursuant to Section ‎ ‎ (k)
of this Agreement shall be considered an excluded contract (“ Excluded Contract ”) (and shall constitute an Excluded
Asset and not be included in the Transferred Assets) for all purposes of this Agreement and Purchaser shall not have any obligation to
satisfy or pay any Cure Costs or other Liabilities with respect to such Excluded Contract, subject only to Section ‎ ‎ 2.5(c) ,
if applicable.

 2.7
 Nontransferable Assets and Liabilities .

 (a)
 Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign
or transfer any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment
or transfer thereof, without the Consent of a third party (including any Governmental Authority) (after giving effect to the Sale Order
or any other applicable order of the Bankruptcy Court that effects such transfer without any required Consents), would constitute a breach
or other contravention thereof or a violation of Law (each, a “ Non-Transferred Asset ”).

 (b)
 If, on the Closing Date, any third-party Consent is not obtained for a Non Transferred Asset, or if an attempted transfer or assignment
thereof would be ineffective or a violation of Law, then, until the earlier of (i) forty (40) days following the Closing Date and
(ii) the

 35

 date on which any such requisite Consent is obtained
therefor and the same is transferred and assigned to Purchaser or its designee (such time period, the “ Non-Transferred Asset
Term ”), (A) such Non-Transferred Asset shall be held in trust by the Seller as agent for the Purchaser, and the Seller
shall, to the extent permitted by Law, provide to Purchaser the benefits and Purchaser shall assume the obligations and bear the economic
burdens associated with such Non-Transferred Asset and (B) the Seller and Purchaser shall use commercially reasonable efforts to
enter into a mutually agreeable arrangement, to the extent feasible and without the need for any such Consent by which for the duration
of the Non-Transferred Asset Term, (1) the Seller shall, at Purchaser’s sole expense, provide Purchaser with the economic and
operational equivalent of obtaining the requisite third-party Consent and assigning the applicable Non-Transferred Asset to Purchaser
and (2) Purchaser shall perform, at its sole expense, the obligations and assume the economic burdens of the Seller or its Affiliates
to be performed after the Closing with respect to such Non-Transferred Asset; provided that no member of the Seller Group will
be obligated to pay any consideration or grant any accommodation therefor to any Person from whom Consent or approval is requested or
to initiate any Actions to obtain any such Consent or approval. Purchaser shall promptly, upon receipt of a written request
therefor, which request shall also include evidence of such payments and any other supporting documentation reasonably requested by Purchaser,
from the Seller, reimburse the Seller for all monies paid by the Seller on Purchaser’s behalf in connection with any Assumed Liability
not assigned or transferred to Purchaser pursuant to this Section ‎ ‎ 2.7 .

 2.8
 Closing . The closing of the Transactions (the “ Closing ”) will take place remotely
by electronic exchange of documents on the date (the “ Closing Date ”) that is the third (3rd) Business Day after
the date on which all of the conditions set forth in ‎ ‎ Article
8 (excluding conditions that, by their terms, are to be satisfied at the Closing, but subject to the satisfaction or waiver of all
such conditions at the Closing), have been satisfied or waived by the party hereto entitled to the benefit of the same, unless another
time or date is agreed to in writing by the parties hereto provided that in no event shall…