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Full title: Notice Final Notice of Assumption of Certain Unexpired Leases filed by Other Party TPS Group Holdings LLC (Attachments: # 1 Exhibit) (Mattera, Alex) (Entered: 01/31/2021)

Document posted on Jan 30, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

PLEASE TAKE FURTHER NOTICE that, pursuant to the Sale Order, by this notice (this “Assumption Notice”), the Buyer hereby provides notice that each Deferred Lease set forth on Exhibit 1 attached hereto is hereby assumed and assigned to the Buyer, subject to such additional terms and conditions as may be agreed between the Buyer and the respective Deferred Lease counterparty, effective as of the date of the Closing, pursuant to the terms and conditions of the Sale Order. PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed assumption of any of the Deferred Lease(s) set forth in Exhibit 1 must file and serve a written objection so that such objection is filed with the Court on the docket of the Debtors’ chapter 11 cases and is actually received by the following parties no later than seven (7) days after the date that the Buyer serves this Assumption Notice: (i) the Debtors: 20 Main Street, Acton, MA 01720, Attn: Don Van der Wiel (DVanderwiel@g2cap.com); (ii) counsel for the Debtors: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, Attn: PLEASE TAKE FURTHER NOTICE that, if an objection is not timely filed, each Deferred Lease set forth on Exhibit 1 attached hereto will be deemed assumed and assigned to Buyer without further order of the Court subject to the Sale Order, and this Assumption Notice shall constitute the approval of the assumption and assignment of said Deferred Lease(s) by the Bankruptcy Court. If an objection is timely filed, the assumption as to such Deferred Lease will be determined by further order of the Court or written agreement of the Buyer and the Deferred Lease counterparty that filed and timely served such objection.3 For each particular Deferred Lease whose assumption is not timely or properly objected to, such assumption will be effective in accordance with this Assumption Notice.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------ x In re: : Chapter 11 : TPS Oldco, LLC, et al.,1 : Case No. 20-40743 (CJP) : Debtors. : (Jointly Administered) : ------------------------------------------------------------ x FINAL NOTICE OF ASSUMPTION OF CERTAIN UNEXPIRED LEASES DEFERRED LEASE COUNTERPARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR NAMES AND THEIR DEFERRED LEASES ON EXHIBIT 1 ATTACHED HERETO AND READ THE CONTENTS OF THIS NOTICE CAREFULLY. PLEASE TAKE NOTICE THAT, on September 1, 2020, the Court entered an Order Granting Expedited Motion Of Debtors For The Entry Of An Order (A) Authorizing And Approving The Sale Of Substantially All Of The Assets Of The Debtors Free And Clear Of All Liens, Claims And Encumbrances; (B) Approving Auction Sale Timing And Format, Bidding Procedures, And Certain Bid Protections In The Event A Stalking Horse Bidder Is Designated By The Debtors; (C) Approving Form Of Notice To Be Provided To Interested Parties; And (D) Approving Procedures Related To The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases [Docket No. 367] (the “Sale Order”),2 approving, among other things, procedures for the rejection, assumption, or assumption and assignment of Pending Contracts and Deferred Leases. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is 20 Main Street, Acton, MA 01720. 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sale Order.

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PLEASE TAKE FURTHER NOTICE that, pursuant to the Sale Order, by this notice (this “Assumption Notice”), the Buyer hereby provides notice that each Deferred Lease set forth on Exhibit 1 attached hereto is hereby assumed and assigned to the Buyer, subject to such additional terms and conditions as may be agreed between the Buyer and the respective Deferred Lease counterparty, effective as of the date of the Closing, pursuant to the terms and conditions of the Sale Order. PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed assumption of any of the Deferred Lease(s) set forth in Exhibit 1 must file and serve a written objection so that such objection is filed with the Court on the docket of the Debtors’ chapter 11 cases and is actually received by the following parties no later than seven (7) days after the date that the Buyer serves this Assumption Notice: (i) the Debtors: 20 Main Street, Acton, MA 01720, Attn: Don Van der Wiel (DVanderwiel@g2cap.com); (ii) counsel for the Debtors: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, Attn: Paul J. Ricotta, Esq. (pjricotta@mintz.com), Timothy J. McKeon, Esq. (tjmckeon@mintz.com), and Kaitlin R. Walsh, Esq. (krwalsh@mintz.com); (iii) counsel for the Buyer: Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834, Attn: Adam J. Goldberg, Esq. (Adam.Goldberg@lw.com), Christopher J. Kochman, Esq. (chris.kochman@lw.com); and (iv) Hill Ward Henderson, 3700 Bank of America Plaza, 101 East Kennedy Boulevard, Tampa, FL 33602, Attn: Nicholas Outman, Esq. (nicholas.outman@hwhlaw.com), Patrick Mosley, Esq. (patrick.mosley@hwhlaw.com). PLEASE TAKE FURTHER NOTICE that, if an objection is not timely filed, each Deferred Lease set forth on Exhibit 1 attached hereto will be deemed assumed and assigned to Buyer without further order of the Court subject to the Sale Order, and this Assumption Notice

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shall constitute the approval of the assumption and assignment of said Deferred Lease(s) by the Bankruptcy Court. If an objection is timely filed, the assumption as to such Deferred Lease will be determined by further order of the Court or written agreement of the Buyer and the Deferred Lease counterparty that filed and timely served such objection.3 If an objection to the assumption of any Deferred Lease is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider such objection. [Remainder of page intentionally left blank.] 3 An objection to the assumption of any particular Deferred Lease listed in this Assumption Notice shall not constitute an objection to the assumption of any other Deferred Lease listed in this Assumption Notice. Any objection to the assumption of any particular Deferred Lease listed in this Assumption Notice must state with specificity the Deferred Lease to which it is directed. For each particular Deferred Lease whose assumption is not timely or properly objected to, such assumption will be effective in accordance with this Assumption Notice.

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Dated: January 31, 2021 By its attorneys, Boston, Massachusetts /s/ Alex F. Mattera Alex F. Mattera, BBO No. 641760 Pierce Atwood LLP 100 Summer Street, 22nd Floor Boston, MA 02110 Telephone: (617) 488-8112 Email: amattera@pierceatwood.com LATHAM & WATKINS LLP Adam J. Goldberg (admitted pro hac vice) Christopher J. Kochman (admitted pro hac vice) 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: adam.goldberg@lw.com E-mail: chris.kochman@lw.com Co-Counsel to the Buyer

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Assumed Deferred Leases