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Intellectual Property Acquisition Opportunity The Food Emporium® Bid Deadline: November 30, 2015 - 5:00 PM EST Auction Date: December 2, 2015 - 10:00 AM EST Introduction Hilco Streambank has been retained by The Great Atlantic & Pacific Tea Company (the “Company” or “A&P”) to market and sell the Company's intellectual property and related assets. The Company is currently operating as a Debtor under Chapter 11 in the United States Bankruptcy Court for the Southern District of New York. Hilco Streambank is seeking interest from potential buyers of the intellectual property assets of The Food Emporium® (“TFE”). Background The Food Emporium was established in 1979, with the goal of providing large format supermarkets that combined regular grocery items with fresh produce and higher end specialty items to the more upscale / urban customer demographic of New York City. Today The Food Emporium is an upscale popular NYC supermarket and online grocery store, offering a variety of organic, local, fresh foods, produce, gluten free foods, and groceries. It offers in-store pick-up and online grocery shopping, catering, and delivery of foods and items - frozen and fresh - direct to customers at home, office, or school. TFE was acquired by A&P in 1986. As of the Chapter 11 filing, the Company operated 11 Food Emporium stores providing superb service and high-quality specialty items. Additionally, The Food Emporium has established a strong customer base through an e-commerce website under the TheFoodEmporium.com domain which also services the New York City metropolitan area. The Food Emporium® bannered stores had revenue of over $200MM for FY2014 E-Commerce sales were $3.4MM for FY2014, with $2.6MM in Q1 of 2015. The Food Emporium® and The Food Emporium Trading Company® private label brands generated over $5MM in revenue for FY2014, and approximately $1.9MM in 2015 YTD (across all banners). Under the TFE banner The Food Emporium® product brand was responsible for $2.8MM in sales in FY2014. The brand covers 510 SKUs in 59 different categories across all banners. www.hilcostreambank.com 1 A Hilco Global Company Vested in Your Success

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Page 1: The Food Emporium - Hilco Global

Intellectual Property Acquisition Opportunity

The Food Emporium®

Bid Deadline: November 30, 2015 - 5:00 PM EST

Auction Date: December 2, 2015 - 10:00 AM EST

IntroductionHilco Streambank has been retained by The Great Atlantic & Pacific Tea Company (the “Company” or “A&P”) to market and sell the Company's intellectual property and related assets. The Company is currently operating as a Debtor under Chapter 11 in the United States Bankruptcy Court for the Southern District of New York. Hilco Streambank is seeking interest from potential buyers of the intellectual property assets of The Food Emporium® (“TFE”).

BackgroundThe Food Emporium was established in 1979, with the goal of providing large format supermarkets that combined regular grocery items with fresh produce and higher end specialty items to the more upscale / urban customer demographic of New York City.

Today The Food Emporium is an upscale popular NYC supermarket and online grocery store, offering a variety of organic, local, fresh foods, produce, gluten free foods, and groceries. It offers in-store pick-up and online grocery shopping, catering, and delivery of foods and items - frozen and fresh - direct to customers at home, office, or school.

TFE was acquired by A&P in 1986. As of the Chapter 11 filing, the Company operated 11 Food Emporium stores providing superb service and high-quality specialty items. Additionally, The Food Emporium has established a strong customer base through an e-commerce website under the TheFoodEmporium.com domain which also services the New York City metropolitan area.

• The Food Emporium® bannered stores had revenue of over $200MM for FY2014

• E-Commerce sales were $3.4MM for FY2014, with $2.6MM in Q1 of 2015.

• The Food Emporium® and The Food Emporium Trading Company® private label brands generated over $5MM in

revenue for FY2014, and approximately $1.9MM in 2015 YTD (across all banners).

• Under the TFE banner The Food Emporium® product brand was responsible for $2.8MM in sales in FY2014. Thebrand covers 510 SKUs in 59 different categories across all banners.

www.hilcostreambank.com

1

A Hilco Global Company

Vested in Your Success

Page 2: The Food Emporium - Hilco Global

www.hilcostreambank.com

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Hilco Streambank is an advisory firm specializing in the valuation, marketing, and sale of intangible assets for businesses at all stages. Hilco Streambank identifies, preserves, and extracts value for clients through the application of experience, diligence and creativity. The firm’s experience spans a broad range of industries including apparel, automotive, consumer products, food, manufacturing, medical technologies, retail and textiles. Hilco Streambank provides appraisals for many of the largest asset based lenders including Bank of America, GE Capital, Wells Fargo and Crystal Financial. Hilco Streambank provides sound advice on value maximization strategies and liquidity options. Hilco Streambank maintains offices in Needham, MA and New York, NY. Find out more at www.hilcostreambank.com.

For further requests and diligence information please contact the following Hilco Streambank representatives.

David Peress 781.471.1239 [email protected]

Matt Helming 781.471.1240 [email protected]

Dmitriy Chemlin 212.610.5642 [email protected]

Jack Hazan 212.610.5663 [email protected]

A Hilco Global Company

Vested in Your Success

TrademarksThe related registered trademarks for the TFE banner are: The Food Emporium® and Your New York Market®. The Company has also registered trademarks incorporating The Food Emporium as a product label under the trademarks: The Food Emporium New York Trading Company®, and The Food Emporium Trading Company®.

Customer Loyalty ProgramTFE operates a customer loyalty program that provides access to in-store discounts as well as online coupons for members who provide their email addresses. The TFE customer database has approximately 597,000 members with approximately 90,000 customer files paired with email addresses. In 2015, the Company was set to launch a mobile application tied to the MyRewards Loyalty program. Although the mobile application has not been deployed, it is fully built. The application allows for an experience tailored specifically to a shopper’s preferences (dietary, lifestyle, brand) providing shopping guidance, pricing information, discount specials, coupons, and management of shopping Rewards, among other services.

WebsiteThe Food Emporium core web property is operated under the URL www.thefoodemporium.com. In 2014 the website was re-designed and optimized for SEO and user compatibility. Online orders were fully serviced by the MyWebGrocer platform which was heavily modified to provide a similar look and feel as the TFE branded website. E-commerce fulfillment took place either via store pick up or home/business delivery. Additional TFE related domain names include: Thefoodemporium.com; foodemporium.org; thefoodemporiumtradingcompany.com; thefoodemporiumtradingcompany.net; thefoodemporiumshoponline.com;

Sale ProcessAn online data room has been constructed where parties under confidentiality agreement can review assembled diligence information. Parties wishing to submit a bid for the TFE Assets must do so by November 30, 2015 - 5:00 PM EST.

A minimum cash bid of $1.875MM is required to participate in the Auction.

Auction Date: December 2, 2015 - 10:00 AM EST