We also have audited, in accordance with the standards of the PCAOB, EarthWear Clothier$$s internal control over financial reporting as of December $31,2021,$ based on the criteria stablished in Internal Control$$Integrated Framework, issued in $2013$ by the Committee of Sponsoring Organizations of the Treadway Commission $($COSO$).$ Our report on EarthWear$$s internal control over financial reporting, dated February $15,2022,$ expresses an unqualified opinion.

Basis for Opinion

These financial statements are the responsibility of the Company$$s management. Our responsibility is to express an opinion on the Company$$s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board $($United States$)($PCAOB$)$ and are required to be independent with respect to the Company in accordance with the U$.$S$.$ federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: $(1)$ relates to accounts or disclosures that are material to the financial statements and $(2)$ involved especially challenging, subjective, or complex audit judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter Auditor Response

IT systems and controls

We place a high level of reliance on the Company$$s IT systems and key internal controls. As a result, a significant proportion of our audit effort was conducted in this area at local, regional, and international levels and at the company$$s shared service centers. Our focus was on understanding and validating the impacts of key changes being made to the control environment. We conducted detailed end$-$to$-$end walkthroughs of the finance processes, utilizing our understanding from the prior year to reassess the design effectiveness of the key internal controls and to identify changes.

As indicated in EarthWear$$s financial statement disclosures, the Company has continued to devote considerable resources to the development of key business and related IT controls to ensure a robust system of internal control. We then conducted testing of the operating effectiveness of these controls to obtain evidence that they operated throughout the year. In response to the changes and control enhancements made during the year, we performed the following:

reviewed the design of the standard controls to ensure they mitigated the relevant financial reporting risks and testing samples from the periods immediately prior to and post implementation;

where systems changed during the year, tested IT general controls and data migration processes;

tested the enhanced user access management controls; and

tested controls and performed additional substantive procedures of key general ledger account reconciliations and manual journals.

Willis & Adams

Willis & Adams, LLP

We have served as the Company$$s auditor since $1975.$

Boise, Idaho

February $15,2022$