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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA

Alexandria Division

)

In re: )

) Chapter 11

GreenTech Automotive, Inc., et al.1) Case No. 18-10651

) Jointly Administered

Debtor. )

)

JOINT CHAPTER 11 PLAN OF LIQUIDATION OF

GREENTECH AUTOMOTIVE, INC. AND WM INDUSTRIES CORP.

Kristen E. Burgers (VSB No. 67997)

HIRSCHLER FLEISCHER

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@hf-law.com

Co-Counsel to the Debtors

Mark S. Lichtenstein (admitted pro hac vice)

CROWELL & MORING LLP

590 Madison Avenue, 20th Floor

New York, New York 10022

Telephone: (212) 223-4000

Facsimile: (212) 223-4001

Email: mlichtenstein@crowell.com

Co-Counsel to the Debtors

July 3, 2018

 

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 The Debtors in these jointly administered chapter 11 cases are GreenTech Automotive, Inc. (Case No. 18-10651), 

WM Industries Corp. (Case No. 18-10652), Gulf Coast Funds Management, LLC (Case No. 18-10653), American 

Immigration Center, LLC (Case No. 18-10654), GreenTech Automotive Capital A-3 GP, LLC (Case No. 18-10655), 

and GreenTech Automotive Partnership A-3, L.P. (Case No. 18-10656).

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ARTICLE I

DEFINITIONS

1.1 Scope of Definitions. For purposes of this Plan, all capitalized terms not 

otherwise defined shall have the meanings ascribed to such term in Article I of this Plan. Any 

term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the 

Bankruptcy Rules, shall have the meaning ascribed to such term in the Bankruptcy Code or the 

Bankruptcy Rules. The words “herein,” “hereof,” “hereunder,” and other words of similar 

import refer to this Plan as a whole, not to any particular section, subsection or clause, unless the 

context requires otherwise. Whenever it appears appropriate from the context, each term stated 

in the singular or the plural includes the singular and the plural, and each pronoun stated in the 

masculine, feminine or neuter includes the masculine, feminine and the neuter.

1.2. Definitions. 

A-3 GP: A Delaware limited liability company named GreenTech Automotive Capital 

A-3 GP, LLC, the general partner of GreenTech Automotive Capital A-3, L.P.

A-3 LP: A Delaware limited partnership named GreenTech Automotive Partnership A3, L.P., the limited partners of which are comprised of all tranche A-3 Investors and which 

advanced in the aggregate the sum of $44.5 million to GTA pursuant to a loan and security

agreement and that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, 

Financing Statement and Fixture Filing dated March 12, 2012, and recorded in the land records 

of Tunica County, Mississippi on May 24, 2012.

A-1 Investors: Certain investors who invested the sum of $500,000 each in GTA and 

which investment was converted or pursuant to the terms of such investment was convertible into 

common stock of GTA prior to the Petition Date.

A-2 Investors: Certain investors who invested the sum of $500,000 each in GTA and 

which investment was converted or pursuant to the terms of such investment was convertible into 

common stock of GTA prior to the Petition Date. 

A-3 Investors: Holders of limited partnership interests in A-3 LP.

A-4 Investors: Holders of preferred shares in GTA with a value of $500,000 each and 

which are subject to a redemption right.

Administrative Expense Claim Bar Date: The date by which any Administrative 

Expense Claim must be filed, which is the Effective Date.

Administrative Expense Claim: A request for payment of any cost or expense of 

administration of the Cases allowed by the Bankruptcy Court pursuant to Section 503(b) of the 

Bankruptcy Code.

Administrative Fee: The fee each of the A-1 through A-4 Investors paid to Gulf Coast 

Funds Management, LLC in connection with their investment. 

Allowed Claim: Any Claim (i)(a) for which a proof of claim has been timely Filed with 

the Bankruptcy Court by the applicable bar date; or (b) that is listed in the Schedules and not 

listed as disputed, contingent or unliquidated as to amount; and, in either case, as to which no 

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objection to the allowance thereof has been Filed by thirty (30) days after the Effective Date or 

(ii) which has otherwise been allowed by a Final Order. Unless otherwise specified in the Plan, 

an “Allowed Claim” shall not include: (i) untimely Filed Claims Administrative Expense Claims, 

or Professional Fee Claims; (ii) interest on the principal amount of an Allowed Claim from and 

after the Petition Date, (iii) any punitive damages, or (iv) Claims which are Assumed Liabilities.

Allowed Class __ Claim: An Allowed Claim in the designated Class.

APA: The Asset Purchase Agreement pursuant to which GTA’s assets will be 

transferred at Auction, a form of which will be provided in the Plan Supplement.

Assets: Any and all right, title, and interest of any of the Debtors in and to property of 

whatever type or nature.

Assumed Liabilities: Certain liabilities of the Debtors which will be assumed by GR 

Sub as defined in Section 1 of the APA and pursuant to the Confirmation Order.

Auction: A sale of the Debtor’s assets on the Confirmation Date subject to higher and 

better offers in accordance with the auction procedures outlined in the Plan and Disclosure 

Statement, a form of which will be provided in the Plan Supplement.

Avoidance Actions: Any and all actions, proceedings, accounts, controversies, 

agreements, promises, claims, and rights of each Debtor and its estate (collectively, the “Causes 

of Action”) to avoid or recover a transfer of property of any of the Debtors’ estates or an interest 

of any of the Debtors in property, including, without limitation, actions arising under Sections 

506, 510, 541, 542, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code and any other 

applicable federal, state, or common law, including fraudulent transfers, whether or not litigation 

has been commenced with respect to such Causes of Action as of the Effective Date.

Bankruptcy Code: Title 11 of the United States Code, as in effect on the Petition Date 

and as thereafter amended, if such amendments are made applicable to the Cases.

Bankruptcy Court: The United States Bankruptcy Court for the Eastern District of 

Virginia, or in the event such court ceases to exercise jurisdiction over any Case, such court or 

adjunct thereof that exercises jurisdiction over such Case in lieu of the United States Bankruptcy 

Court for the Eastern District of Virginia.

Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure pursuant to Title 28 of 

the United States Code, 28 U.S.C. §§ 2075, as they have been or may hereafter be amended.

Business: GTA’s activities in seeking to manufacture and distribute electric vehicles.

Business Day: Any day except a Saturday, Sunday or any day on which commercial 

banks in the Commonwealth of Virginia are authorized or required by applicable law to close.

Case: With respect to each Debtor, the Chapter 11 case initiated by such Debtor’s Filing 

on the Petition Date of a voluntary petition for relief in the Bankruptcy Court under Chapter 11 

of the Bankruptcy Code (collectively, the “Cases”). The Cases are being jointly administered in 

the Bankruptcy Court under the lead Bankruptcy Case 18-10651-BFK pursuant to the Order 

Pursuant to Federal Rule of Bankruptcy Procedure 1015 Directing Joint Administration (D.I 3), 

entered by the Bankruptcy Court on March 9, 2018.

Cash: Legal tender of the United States of America and equivalents thereof.

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Claim: A claim, as defined in section 101(5) of the Bankruptcy Code, against one of the 

Debtors (or all or some of them) whether or not asserted or Allowed.

Claims Objection Bar Date: A date which is thirty (30) days after the Confirmation 

Date. 

Class: A category of Claims or Interests designated pursuant to the Plan. 

Class Claim/Interest: The specific Class into which Allowed Claims or Allowed 

Interests are classified pursuant to the Plan.

Closing: The date upon which the Purchased Assets shall be transferred to GR Sub or 

the winning bidder at the Auction.

Confirmation: Entry by the Bankruptcy Court of the Confirmation Order.

Confirmation Date: The date upon which the Confirmation Order is entered by the 

Bankruptcy Court.

Confirmation Order: The Order of the Bankruptcy Court confirming the Plan pursuant 

to section 1129 of the Bankruptcy Code, which shall include, inter alia, provisions, pursuant to 

Sections 105,363,365 and 1123 of the Bankruptcy Code (i) authorizing sale of the certain assets 

of the Debtors free and clear of all liens, claims and encumbrances pursuant to Asset Purchase 

Agreement, (ii) approving the Asset Purchase Agreement, (iii) authorizing and directing the 

assumption and assignment of certain executory contracts and (iv) waiving the fourteen-day stay

under Bankruptcy Rules 6004(h) and 6006(d).

Creditor: Holder of a Claim.

Cure: The distribution, prior to or within a reasonable period of time following the 

Effective Date, of Cash or such other property as may be agreed upon by the parties or ordered 

by the Bankruptcy Court, with respect to the assumption of an executory contract or unexpired 

lease pursuant to section 365(b) of the Bankruptcy Code, in an amount agreed upon by the 

parties or ordered by the Bankruptcy Court, in payment of all unpaid monetary obligations, 

without interest, under such executory contract or unexpired lease, to the extent such obligations 

are enforceable under the Bankruptcy Code and applicable non-bankruptcy law.

Debtor: Individually, GTA and WMIC, each of which is a Debtor in its Case 

(collectively, the “Debtors”).

Disallowed: A Claim or any portion thereof that is disallowed by a Final Order of the 

Bankruptcy Court or other court of competent jurisdiction.

Disclosure Statement: The disclosure statement dated as of July 3, 2018, submitted in 

connection with Debtors’ Joint Chapter 11 Plan of Liquidation, as it may be amended, modified 

or supplemented from time to time.

Disputed Claim: Any Claim, (i) proof of which has been Filed to which an objection to 

the allowance thereof has been Filed prior to the Claims Objection Bar Date and such objection 

has not been either (a) determined by a Final Order or (b) been settled by the parties under a 

settlement approved by Final Order of the Bankruptcy Court pursuant to Bankruptcy Rule 9019; 

or (ii) which has not been otherwise allowed by the Bankruptcy Court.

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Distribution: The Debtors’ distribution of the Debtors’ Cash to the Record Holders of 

Allowed Claims, as set forth in sections 6.3, 6.4, 7.1 and 7.2 of the Plan.

Docket: The official record of the Cases as contained in In re Greentech Automotive, 

Inc., et al., Case No. 18-10651, available in the Office of the Clerk for the Bankruptcy Court and 

at https://ecf.edva.uscourts.gov/.

EB-5: Employment-Based Immigration Preference program, administered through the 

United States Customs and Immigration Services, which offers immigrant investors the 

opportunity to qualify for permanent U.S. residency by investing specified amounts in certain 

U.S. job creating initiatives in economically-challenged localities in the United States.

Effective Date: Defined in Section 6.1 of the Plan.

Estate: The bankruptcy estate of either GTA or WMIC as the context requires, means, 

prior to their substantive consolidation pursuant to this Plan, and following their substantive 

consolidation, the combined bankruptcy estates of the Debtors all as defined by section 541 of 

the Bankruptcy Code.

File, Filed or Filing: File, filed or filing with the Bankruptcy Court or its authorized 

designee in the Cases.

Final Decree: As to each Case, the Order entered pursuant to Section 350 of the 

Bankruptcy Code, Bankruptcy Rule 3022, and Local Rule 5009-1 closing such Case. 

Final Order: An order or judgment of the Bankruptcy Court, or other court of 

competent jurisdiction, as entered on the docket in any Case or the docket of any other court of 

competent jurisdiction, that has not been reversed, stayed, modified or amended, and as to which 

the time to appeal or seek certiorari or move for a new trial, reargument or rehearing has expired, 

and no appeal or petition for certiorari or other proceedings for a new trial, reargument or 

rehearing has been timely taken, or as to which any appeal that has been taken or any petition for 

certiorari that has been timely Filed has been withdrawn or resolved by the highest court to 

which the order or judgment was appealed or from which certiorari was sought or the new trial, 

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 shall have expired; provided, however, that the possibility that a motion under Rule 59 

or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy

Rules, Local Bankruptcy Rules, or applicable state court rules of civil procedure, may be Filed 

with respect to such order, shall not cause such order not to be a Final Order.

General Unsecured Claim: Any Claim against a Debtor which is not a Secured Claim, 

an Administrative Expense Claim, a Professional Fee Claim, a Priority Claim, a Priority Tax 

Claim, or an Intercompany Claim and shall not include Claims that are disallowed or released, 

whether by operation of law or pursuant to order of the Bankruptcy Court, written release or 

settlement, the provisions of the Plan or otherwise.

GR: Shenzen Jin Hong Investment Management Co., Ltd., a Chinese investment 

company and the sponsor of the Plan. 

GR Sub: A newly organized limited liability company owned by GTA of which GR is 

the sole manager and into which the Purchased Assets will be contributed upon the Closing if 

GR is the winning bidder at the Auction. 

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GTA: GreenTech Automotive, Inc., one of the administratively consolidated debtors 

herein. 

GCFM: A Louisiana limited liability company named Gulf Coast Funds Management, 

LLC, which is a designated regional center in the Immigrant Investor Program under the U.S. 

Department of Homeland Security’s U.S. Citizenship and Immigration Services

Holder: The Person that is the owner of record of a Claim or Interest, as applicable.

Impaired: With respect to any Class of Claims or Interests, the Claims or Interests in 

such Class that are impaired within the meaning of Section 1124 of the Bankruptcy Code.

Intercompany Claim: Any Claim by a Debtor against another Debtor.

Interest: Either (i) the legal, equitable, contractual or other rights of any Person with 

respect to the preferred or common stock, or any other equity interest in any of the Debtors, 

including any other interest in or right to convert into such equity interest or (ii) the legal, 

equitable, contractual or other right of any Person to acquire or receive any of the foregoing.

Interest Rate: The federal post-judgment interest rate in effect on the Petition Date, as 

set forth in 28 U.S.C. §1961.

Investor: Any A-1 Investor, A-2 Investor, A-3 Investor or A-4 Investor.

JSAT: Jiangsu Saleen Automotive Technologies, Co., Ltd.

JSAT Interest: The minority interest in JSAT which GTA received in exchange for the 

conveyance of its rights in the MyCar intellectual property and certain engineering assistance to 

JSAT and which is held on behalf of GTA by a subsidiary of WMIC. 

KEIP Payment: Key Employee Payment Incentive, as approved by the Bankruptcy

Court by ordered entered on June 7, 2018 at Docket No. 169, which, upon final approval of the 

Bankruptcy Court, shall be an Administrative Expense Claim.

ListCo: A Chinese publicly traded company known as Nanning Baling Technology Co., 

Ltd.

ListCo Share Consideration: The shares issued by ListCo to Holders of certain 

Allowed Claims as described in Section 6.4.

Local Bankruptcy Rules: Those rules adopted by the United States Bankruptcy Court 

for the Eastern District of Virginia. 

Mississippi Parcel: That certain real estate located in Robinsonville, Tunica County, 

Mississippi, owned by GTA and on which GTA constructed and fitted-out a manufacturing

facility for automobiles.

Order: An order or judgment of the Bankruptcy Court, or other court of competent 

jurisdiction, as entered on the docket in any Case or the docket of any other court of competent 

jurisdiction.

Person: An individual, corporation, partnership, association, joint stock company, joint 

venture, limited liability company, limited liability partnership, trust, estate, unincorporated 

organization or other entity, or any government, governmental agency or any subdivision, 

department or other instrumentality thereof.

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Petition Date: February 26, 2018, the date on which the Debtors filed their respective 

petitions for relief in the Bankruptcy Court.

Plan: The Debtors’ Joint Chapter 11 Plan of Liquidation dated as of July 3, 2018, as the 

same may be altered, amended, modified or supplemented from time to time in accordance with 

the provisions of the Bankruptcy Code and the terms hereof.

Plan Administrator: Prior to the Confirmation Date, the Debtors, upon consultation 

with and approval by the A-3 Investors, shall propose a Plan Administrator, as a fiduciary for all 

Claimants to oversee Plan compliance and the ongoing transactions related to the APA and the 

Listco Share Consideration and to pursue Estate causes of action that are not part of the 

Purchased Assets. 

Plan Administrator Fund: On the Effective Date, the Reorganized Debtors shall 

transfer the sum of $50,000 to the Plan Administrator, $15,000 of which shall be designated for 

the Plan Administrator’s actual, necessary expenses and $35,000 of which shall be designated to 

compensate the Plan Administrator and any Professionals retained by such Plan Administrator.

Plan Supplement: The supplement to the Plan which shall be filed by the Debtors no 

later than five business (5) days before the Confirmation Hearing and which will include the 

documents listed in Sections 6.4 and 6.5 hereof and such other documents as the Debtors submit 

to the Bankruptcy Court in support of the Plan. 

Priority Claim: A Claim that is entitled to priority under Section 507(a) of the 

Bankruptcy Code, other than an Administrative Expense Claim, and a Priority Tax Claim.

Priority Tax Claim: A Claim that is entitled to priority under Section 507(a)(8) of the 

Bankruptcy Code.

Professional: Any professional employed in the Cases pursuant to Sections 327, 328 or 

1103 of the Bankruptcy Code or any Professional or other Person seeking compensation or 

reimbursement of expenses in connection with the Cases pursuant to Section 503(b)(4) of the 

Bankruptcy Code.

Professional Fee Claim: A Claim of a Professional for compensation or reimbursement 

of costs and expenses relating to services incurred during the period from the Petition Date to the 

Effective Date.

Professional Fee Claim Bar Date: The date that is forty-five (45) days after the 

Effective Date.

Pro Rata: A proportionate distribution on account of Allowed Claims, so that each 

holder of an Allowed Claim in a class receives a percentage of the total distribution to all holders 

of Allowed Claims in that class that is equal to the percentage of that Allowed Claim holder’s 

Claim to the total amount of Claims held by all Allowed Claim holders in that class

Purchased Assets: Certain assets of the Debtors which will be transferred to the winning 

bidder at the Auction as defined in Section 1(a) of the APA and pursuant to the Confirmation 

Order.

Record Date: The Record Date shall be the date on which all record Holders of Claims 

or Interests shall be recognized. 

Record Holder: The Holder of an Interest or Claim as of the Record Date.

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Rejection Claim Bar Date: The date by which any Rejection Claim (as defined in 

Section 3.11 hereof) must be Filed and served in accordance with Section 10.1, which is ______, 

2018 at 4:00 p.m. (ET).

Remaining EB-5 Investor Claims: The Claims of A-1 Investors and A-2 Investors, in 

the approximate aggregate amount of $51 million.

Reorganized Debtor. The substantively consolidated Debtors on and after the Effective 

Date, with GTA being the continuing entity.

Returned Administrative Fees: Those Administrative Fees which the Debtors are 

using, with the consent of the Investor who paid such Administrative Fee, to support the 

Debtors’ business operations and these Cases. 

Returned Distribution: Any portion of the Distribution subsequently returned to the 

Debtor.

RMB: Ren Min Bi, the Chinese currency basis for the Listco Share Consideration.

Sale: The sale of substantially all of the Debtors’ Assets, as further described in Section 

3.5 of the Disclosure Statement and Section 6.4 of the Plan.

Schedules: With respect to any Debtor, the Schedules of Assets and Liabilities Filed by

such Debtor, as such Schedules may be amended from time to in accordance with Bankruptcy

Rule 1009.

Secured Claim: Either (i) a Claim that is secured by a lien on property in which the 

Debtors have an interest, which lien is valid, perfected and enforceable under applicable law or 

pursuant to a Final Order, or that is subject to setoff under Section 553 of the Bankruptcy Code, 

to the extent of the value of the Creditor’s interest in such property or to the extent of the amount 

subject to setoff, as applicable, all as determined pursuant to Section 506(a) of the Bankruptcy 

Code; (ii) a Claim which is Allowed under the Plan as a Secured Claim; or (iii) a Claim secured 

by a lien on collateral to the extent of the value of such collateral as agreed to by the Holder of 

such Claim and the Debtors.

Share Consideration: Shares in ListCo to be provided to certain Creditors and 

Investors.

State of Mississippi Claim: Secured Claim of State of Mississippi based on security 

agreement dated September 6, 2011 and that UCC-1 financing statement filed on March 2, 2012 

with the Secretary of State for the State of Mississippi.

Tunica County Secured Claim: The Secured Claim of the County of Tunica in 

Mississippi which is evidenced by that certain Deed of Trust dated September 23, 2011 and 

recorded among the land records of Tunica County, Mississippi on September 26, 2011. 

Unclassified Claims: Claims which, pursuant to Section 1123(a)(1) of the Bankruptcy 

Code, shall not be placed into a Class. Unclassified Claims include Administrative Expense 

Claims, Professional Fee Claims and Priority Tax Claims.

Unimpaired: With respect to a Class of Claims or Interests, any Class that is unimpaired 

within the meaning of Section 1124 of the Bankruptcy Code.

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USD: United States Dollars.

United States Trustee: The Office of the United States Trustee for Region 4, Eastern 

District of Virginia (Alexandria Division).

Voting Classes: Classes 1, 2, 3, 4, 6, 7, 8, 9, and 11, which are Impaired and entitled to 

vote on the Plan.

WMIC: WM Industries, Corp., one of the administratively consolidated Debtors 

herein. 

1.3 Rules of Interpretation. Unless otherwise specified, all references in the Plan to 

Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the 

Plan. The words “herein” and “hereto” refer to the Plan in its entirety rather than to a particular 

portion of the Plan. Captions and headings to Articles and Sections are inserted for convenience 

of reference only and are not intended to be a part of or to affect the interpretation of the Plan. 

Except for the rule contained in Section 102(5) of the Bankruptcy Code, the rules of construction 

set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply to the 

Plan.

1.4 Computation of Time. In computing any period of time prescribed or allowed 

by the Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) 

shall apply.

1.5 Exhibits. All Exhibits are incorporated into and are a part of the Plan as if set 

forth in full herein.

ARTICLE II

SUBSTANTIVE CONSOLIDATION

2.1 Substantive Consolidation of Cases for Purposes of Distributions. The Plan is 

predicated upon, and it is a condition precedent to confirmation of the Plan that the Court 

provides in the Confirmation Order for substantive consolidation of the Cases of the Debtors’ 

estate into a single entity for purposes of this Plan and the distributions hereunder. Pursuant to 

such final order, (i) all assets and liabilities of the Debtors will be merged, (ii) any obligations 

executed by any Debtor will be deemed to be one obligation of the Debtors, (iii) any claims filed 

or to be filed in connection with any such obligation will be deemed one claim against the 

Debtors, (iv) each Claim filed in the Case of any Debtor will be deemed filed against the Debtors 

in the consolidated Case, in accordance with the substantive consolidation of the assets and 

liabilities of the Debtors and (v) all transfers, disbursements and distributions made by any

Debtor will be deemed to be made by all of the Debtors. Holders of Allowed Claims in each 

Class shall be entitled to their Pro Rata share of assets available for distribution to such Class 

without regard to which Debtor was originally liable for such Claim. The cases of the jointly 

administered debtors other than the Debtors shall be dismissed. 

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ARTICLE III

ADMINISTRATIVE EXPENSE CLAIMS,

PROFESSIONAL FEE CLAIMS AND PRIORITY TAX CLAIMS

3.1 Administrative Expense Claims. Each holder of an Allowed Administrative 

Expense Claim shall be entitled to receive, in full satisfaction, settlement, release and discharge 

of and in exchange for such Allowed Administrative Expense Claim, (a) Cash equal to the 

unpaid portion of such Allowed Administrative Expense Claim, or (b) such other treatment as to 

which the Debtors and such holder shall have agreed upon in writing; provided, however, that 

Allowed Administrative Expense Claims with respect to liabilities incurred by the Debtors in the 

ordinary course of business during the Cases shall, at the option of the Debtors, be paid in the 

ordinary course of business in accordance with the terms and conditions of any agreements 

relating thereto. Payment shall be made on the later of the Effective Date (or as soon as 

reasonably practicable thereafter) or within five (5) Business Days after such Claim becomes an 

Allowed Claim, or as soon thereafter as is reasonably practicable but not later than ninety (90) 

days thereafter. Upon entry of the Confirmation Order and pursuant to the terms of the KEIP 

Order, the KEIP Payment shall be paid as an Administrative Expense Claim as provided herein 

without the need for filing a claim or other pleading with the Bankruptcy Court. All Disputed 

Administrative Expense Claims shall be reserved for in full on the Effective Date. Payment of 

Allowed Administrative Expense Claims on the Effective Date shall be made from the Debtor’s 

Cash, whether from the Cash Consideration (as defined in Section 6.3(a)(iii)) (as available for 

such purposes), Returned Administrative Fees and/ other available and permitted sources 

hereunder.

3.2 Quarterly Fees. Until such time as the Cases are closed, dismissed or converted, 

the Reorganized Debtor shall timely pay all quarterly fees due under 28 U.S.C. 1930(a)(6) and 

file quarterly disbursement reports with the United States Trustee. 

3.3 Bar Date for Administrative Expense Claims. Any Persons that failed to file a 

proof of Administrative Expense Claim or request for payment thereof on or before the 

Administrative Bar Date are forever barred from asserting such Claim against any of the 

Debtors, the Estates, the Reorganized Debtor or their property, and the Holder thereof shall be 

enjoined from commencing or continuing any action, employment of process or act to collect, 

offset or recover such Administrative Expense Claim.

3.4 Professional Fee Claims. All Persons seeking an award by the Bankruptcy Court 

of a Professional Fee Claim incurred through and including the Effective Date shall, unless 

otherwise ordered by the Bankruptcy Court, file their respective final applications for allowance 

of compensation for services rendered and reimbursement of expenses incurred by the date that 

is no later than forty-five (45) days after the Effective Date. Any and all applications for the 

final allowance of Professional Fee Claims shall be filed and served upon counsel to the Debtors, 

the United States Trustee, and all Persons on the Debtors’ Bankruptcy Rule 2002 service list on 

or before the Professional Fee Claim Bar Date. A hearing on final allowance of Professional Fee 

Claims (the “Final Fee Hearing”) shall be held as soon as practicable after such applications for

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Professional Fee Claims are Filed. Professional Fee Claims that are allowed by a Final Order of 

the Bankruptcy Court shall be paid.

3.5 Post-Effective Date Professional Fee Claims. The Reorganized Debtor shall pay, to 

the extent practicable, the reasonable fees and expenses of the professional persons employed by

the Reorganized Debtor accrued or incurred after the Effective Date in the ordinary course of 

business without the necessity for any approval of the Bankruptcy Court. Such professional fees 

and expenses may be incurred in connection with the implementation and consummation of this 

Plan, the claims reconciliation process or any other matters as to which such professionals may 

be engaged by the Reorganized Debtor. The Plan Administrator shall pay the reasonable fees and 

expenses of the professional persons employed by the Plan Administrator Fund out of the Plan 

Administrator Fund established pursuant to Section 6.5 herein.

3.6 Priority Tax Claims. Except to the extent that a holder of an Allowed Priority

Tax Claim agrees to a different treatment, each holder of an Allowed Priority Tax Claim shall 

receive, at the sole option of the Reorganized Debtor, in full satisfaction, settlement, release and 

discharge of, and in exchange for such Allowed Priority Tax Claim, one of the following 

treatments: (i) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the 

Effective Date and the first (1st) Business Day that is thirty (30) calendar days after the date such 

Priority Tax Claim becomes an Allowed Priority Tax Claim; (ii) equal annual Cash payments in 

an aggregate amount equal to such Allowed Priority Tax Claim, together with interest at the 

Interest Rate, over a period not exceeding five (5) years after the Effective Date, which annual 

payments shall begin one (1) year after the Effective Date; or (iii) such other treatment as to 

which the Debtors and such Holder shall have agreed upon in writing.

ARTICLE IV

TREATMENT AND CLASSIFICATION OF

CLAIMS AND INTERESTS; IMPAIRMENT

4.1 The categories of Claims and Interests listed below classify Claims and Interests 

for all purposes, including voting, Confirmation and Distribution pursuant hereto and pursuant to 

sections 1122 and 1123(a)(1) of the Bankruptcy Code. Capitalized terms used, but not otherwise 

defined, herein shall have the meanings set forth in section 1.2 of the Disclosure Statement.

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Class Type

Status Under 

Plan Treatment

Estimated 

Aggregate 

Amount in Class 

($)

Estimated 

Recovery 

of Class 

(%)

1 Allowed 

Tunica 

County 

Secured Tax 

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the 

Effective Date, in full satisfaction and 

release of the Allowed Tunica County 

Secured Tax Claim, Tunica County will 

receive a promissory note payable over five 

years in equal monthly installments at 2% 

interest per annum and secured by a 

statutory lien encumbering the Mississippi 

Parcel. Tunica County shall retain any 

current and properly perfected tax lien on 

the Mississippi Parcel until it receives full 

payment on account of the Allowed Tunica 

County Secured Tax Claim. The Tunica 

County Secured Tax Claim shall be 

Allowed in the amount of $430,000.

$430,000; Cash 

consideration on 

the Effective Date 

of $107,500 with 

the balance to be 

paid in five equal 

installments.

100%

2 Allowed 

Tunica 

County 

Secured 

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the 

Effective Date, in full satisfaction and 

release of the Allowed Tunica County 

Secured Claim, Tunica County will receive 

(i) Cash in the amount of 15% of its 

Allowed Claim and (ii) an amended and 

restated promissory note from GR Sub 

payable over [quarterly/annually?]seven 

years at 6% interest per annum with a 15 

year amortization schedule and balloon 

maturity on the seventh anniversary of 

issuance, in an amount equal to 80% of the 

Allowed Tunica County Secured Claim and 

secured by an Amended and Restated Deed 

of Trust. Tunica County shall retain any 

current and properly perfected lien on the 

Mississippi Parcel until it receives full 

payment on account of the Allowed Tunica 

County Secured Claim. The Tunica County 

Secured Claim shall be Allowed in the 

amount of $2.2 million

$2.2 million 

Claim; Cash 

consideration on 

the Effective Date 

of $330,000 

100%

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13

Class Type

Status Under 

Plan Treatment

Estimated 

Aggregate 

Amount in Class 

($)

Estimated 

Recovery 

of Class 

(%)

3 Allowed A-3 

LP Secured 

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the 

Effective Date, in full satisfaction and 

release of its Claim, A-3 LP will receive (i) 

Cash in the amount of 20% of its Allowed 

Secured Claim and (ii) an amended and 

restated promissory note and a Deed of

Trust from GR Sub payable annually over 

seven years at 6% interest per annum with a 

15 year amortization schedule and balloon 

maturity on the seventh anniversary of 

issuance, in an amount equal to 80% of the 

Allowed A-3 Secured Claim and secured by 

an Amended and Restated Deed of Trust. 

A-3 LP shall retain any current and properly 

perfected lien on the Mississippi Parcel 

until it receives full payment on account of

the Allowed A-3 LP Secured Claim. The 

A-3 LP Secured Claim shall be Allowed in 

the amount of $5.2 million and not subject 

to offset, defense or recharacterization.

$5.2 Million; 

Cash 

consideration on 

the Effective Date

of $1.04 million

100%

4 Allowed

Mississippi

Department

of Revenue

Priority Tax

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the 

Effective Date, in full satisfaction and 

release of the Allowed Mississippi 

Department of Revenue Priority Tax Claim, 

the Mississippi Department of Revenue will 

receive a promissory note payable over five 

years in equal monthly installments at 2% 

interest per annum.

$106,000; no 

Cash 

consideration on 

the Effective Date

100%

5 Allowed 

Priority 

Claims

Unimpaired, 

Deemed to 

Accept

The Debtors assert that no amount is due on 

account of Class 5 Claims. To the extent 

such Claims exist, each Holder of an 

Allowed Priority Claim that has not been 

satisfied shall be paid by the Debtors in 

Cash in the full amount of such Allowed 

Priority Claim. Distributions on account of 

Allowed Priority on or as soon as 

practicable after the Effective Date or on the 

date on which such Allowed Priority Claim 

becomes due and payable pursuant to the 

terms thereof, the agreement upon which 

such Allowed Priority Claim is based, or 

any applicable Order of the Bankruptcy 

Court.

$0; no Cash 

consideration on 

the Effective Date

100%

6 Allowed 

Unsecured 

Claim of the 

State of 

Mississippi

Impaired, 

Entitled to 

Vote

In full satisfaction and release of the 

Allowed Unsecured Claim of the State of 

Mississippi, the State of Mississippi will 

receive a 10% six year unsecured 

promissory note, payable annually by GR 

Sub, that allows for a 20% discount upon 

prepayment.

$3.28 million; no 

Cash 

consideration on 

the Effective Date

100%

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Class Type

Status Under 

Plan Treatment

Estimated 

Aggregate 

Amount in Class 

($)

Estimated 

Recovery 

of Class 

(%)

7 Allowed 

Unsecured 

Claims

Impaired, 

Entitled to 

Vote

Holders of (i) deficiency claims resulting 

from the A-3 LP Secured Claim and (ii) all 

other creditors asserting unsecured claims 

that are not otherwise classified in the Plan, 

shall receive, in full satisfaction and release 

of their Allowed Claim, Listco Share 

Consideration equal to 105% their Allowed 

Claim. A Holder receiving Listco Share 

Consideration shall be entitled to exercise 

rights (including the right to sell) or options 

that are available to Listco shareholders, as 

set forth herein

$50 million, 

which includes 

trade claims of 

approximately 

$591,000 the A-3 

LP deficiency 

Claim of 

approximately 

$40 million and 

all other 

unsecured Claims 

not otherwise 

classified herein; 

no Cash 

consideration on 

the Effective Date

100%

8 Allowed A-4 

Claims

Impaired, 

Entitled to 

Vote

Holders of Allowed A-4 Claims. Each 

Holder thereof shall be entitled to an 

Allowed Subordinated Unsecured Claim in 

the aggregate amount of $44 million Each 

Holder of an Allowed Subordinated 

Unsecured Claim shall receive, in full 

satisfaction and release of its Claim, Listco 

Share Consideration equal to 100% of such 

Holder’s Allowed Claim. A Holder 

receiving Listco Share Consideration shall 

be entitled to exercise rights (including the 

right to sell) or options that are available to 

Listco shareholders as set forth herein.

$44 million; no 

Cash 

consideration on 

the Effective Date

100%

9 Allowed 

Claims of 

Capital 

Wealth 

Holdings, 

Ltd. 

(“CWH”) 

and 

American 

Theme Park 

Fund, LLC 

(“ATPF”)

Impaired, 

Entitled to 

Vote

In full satisfaction and release of their 

Claims, Holders of Allowed CWH/ATPF

Claims will receive ListcoShare 

Consideration equal to 100% of the

Allowed amount of their Claim.

$21 million; no 

Cash 

consideration on 

the Effective Date

100%

10 Intercompany 

Claims

Impaired, 

Deemed to 

Accept

Holders of Intercompany Claims will not 

receive any recovery on account of their 

Claims. The Debtors, as Plan proponents,

shall be deemed to have accepted the Plan.

n/a 0%

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Class Type

Status Under 

Plan Treatment

Estimated 

Aggregate 

Amount in Class 

($)

Estimated 

Recovery 

of Class 

(%)

11 Remaining 

EB-5 

Investor 

Claims

Impaired, 

Entitled to 

vote

Holders of Allowed Remaining EB5 

Investor Claim shall be entitled to an 

Allowed Claim in the aggregate amount of 

$51 million for the entire Class. In full 

satisfaction and release of the Remaining 

EB5 Investor Claims, each Holder will 

receive a Pro Rata Distribution of the Listco 

Share Consideration remaining after 

Distributions to Holders of Allowed 

Subordinated Unsecured Refund Claims 

(Class 8) and Allowed Claims of 

CWH/ATPF (Class 9). Each of the Claims 

of the A-1 and A-2 Investors are allowed. 

$51 million; no 

Cash 

consideration on 

the Effective Date

Uncertain

12 WMIC 

Interests

Impaired, 

Deemed to 

Reject

WMIC, as interest holder of 52% of GTA, 

will retain no ownership interests in the 

Debtors under the Plan, and such Interests 

shall be cancelled effective as of the 

Effective Date.

n/a 0%

4.2. Elimination of Classes for Voting Purposes Any Class of Claims or Interests 

that is not populated as of the date of the commencement of the Confirmation Hearing by an 

Allowed Claim or an Allowed Interest, as applicable, or a Claim or Interest, as applicable, in 

such Class temporarily allowed under Bankruptcy Rule 3018, or as to which no vote is cast, shall 

be deemed deleted from the Plan for purposes of voting to accept or reject the Plan by any such 

Class under section 1129(a)(8) of the Bankruptcy Code. 

4.3. Unimpaired Classes of Claims and Interests. Class 5 is an unimpaired Class 

under the Plan.

4.4. Impaired Classes of Claims and Equity Interests. Classes 1, 2, 3, 4, 6, 7, 8, 9, 

10, 11, and 12 are Impaired Classes under the Plan.

4.5. Classes Deemed to Accept the Plan. Class 10 is an Impaired Class but deemed 

to accept the Plan.

4.6. Classes Deemed to Reject the Plan. Class 12 is an impaired class but deemed to 

reject the Plan.

ARTICLE V

ACCEPTANCE OR REJECTION OF THE PLAN

5.1. Presumed Acceptance by Unimpaired Classes. Claims in Class 5 are 

unimpaired by the Plan. Under section 1126(f) of the Bankruptcy Code, the Holders of such 

Claims (if any) are conclusively presumed to accept the Plan, and the votes of such Holders (if 

any) will not be solicited.

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5.2. Classes Deemed to Reject Plan. Class 12 is deemed to reject the Plan. 

5.3. Confirmability and Severability of the Plan. The confirmation requirements of 

section 1129 of the Bankruptcy Code must be satisfied with respect to the Plan. The Debtors 

reserve the right to alter, amend, modify, revoke or withdraw the Plan prior to the Confirmation 

Hearing upon notice to creditors and other parties in interest. A determination by the Bankruptcy 

Court that the Plan is not confirmable pursuant to section 1129 of the Bankruptcy Code shall not 

limit or affect the Debtors’ ability to modify the Plan to satisfy the confirmation requirements of 

section 1129 of the Bankruptcy Code.

5.4. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code. In the event 

that the Voting Classes do not vote to accept the Plan, the Debtors shall request the Bankruptcy

Court to confirm the Plan under section 1129(b) of the Bankruptcy Code.

ARTICLE VI

IMPLEMENTATION AND EXECUTION OF THE PLAN

6.1. Effective Date. The Plan shall become effective on the date which is the first 

Business Day on which each condition set forth in Article XII of the Plan has been satisfied or 

waived as set forth therein (the “Effective Date”).

6.2. Property Transferred to the Reorganized Debtor. On the Effective Date, all 

Assets of the Debtors, other than the Purchased Assets, shall be deemed to be the property of and 

vest in the Reorganized Debtor, free and clear of all liens, claims, encumbrances or interests. 

Upon and after the Effective Date, the Reorganized Debtor shall have all powers provided for 

under this Plan and the Confirmation Order and shall have all of the powers of a trustee under the 

Bankruptcy Code, which powers shall be delegated to the Plan Administrator as set forth in 

Section 6.5 of the Plan and the Plan Administrator Agreement.

6.3. Implementation of the Plan. The Plan will be implemented through the 

Distribution of the Debtor’s Cash, whether from the Cash Consideration (as available for such 

purposes), Returned Administrative Fees and/or other available and permitted sources hereunder 

and the Listco Share Consideration. On or by the date that is thirty (30) days after the Effective 

Date (or as soon as reasonably practicable thereafter), the Reorganized Debtor shall (i) make any 

necessary payments to Holders of Allowed Unclassified Claims, and (ii) make any required 

payments to Holders of Allowed Class 1 Claims, Allowed Class 2 Claims, Allowed Class 3 

Claims and Allowed Class 4 Claims. 

6.4 APA. GTA and GR, or the winning bidder at the Auction, will enter into the

APA under which the following will occur as soon as reasonably practicable after the date the 

Confirmation Order becomes a Final Order, but in no event later than the Effective Date:

(a) Cash Consideration. GR will transfer $5.0 million (the “Cash Consideration”)

to be applied in accordance with the Plan Distributions set forth in Article IV hereof and the Plan 

Administrator Fund. Any funds remaining after such Distributions shall be used to fund the 

continued operations of the Reorganized Debtor, including, but not limited to, the resumption of 

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production activities on the Mississippi Parcel. For the avoidance of doubt, the Cash 

Consideration shall be used to pay Claims, Cure Amounts, and expenses under the Plan. GR has 

also committed to fund up to an additional $5.0 million to maintain GTA’s business operations 

through the date of the Listco Closing (as defined below).

(b) Purchased Assets. The Debtors shall transfer title to all Purchased Assets 

other than the JSAT Interest to the GR Sub. The transfer of the title to the Mississippi Parcel and 

all personal property located thereon to the GR Sub shall be subject to the secured obligations 

payable to Tunica County and certain A-3 Investors holding Class 3 Claims in an aggregate 

amount not to exceed $7,444,000. The transfer of the Mississippi Parcel and the amended and 

restated deeds of trust executed in favor of the Holders of Class 2 and Class 3 Claims shall be 

free of any transfer, mortgage recording, or stamp tax under Section 1146 of the Bankruptcy 

Code.

(c) Transfer of Affiliated Entities. The Debtors shall cause to be transferred to GR 

Sub all equity interests in GCFM and the A-3 LP. A-3 GP shall be replaced in its capacity as 

general partner of A-3 LP with an entity chosen by A-3 LP. 

(d) Assumption of Contracts and Leases. The Debtors shall assume and assign to 

GR Sub all of the Debtors’ executory contracts and unexpired leases designated by GR Sub, in 

accordance with the procedures set forth in Section 10.1 of the Plan. Cure Amounts, if any, for 

the assumed executory contracts and/or unexpired leases shall be paid from the Cash 

Contribution.

(e) Employees. The Debtors’ employees shall be terminated on or before the 

Effective Date. GR Sub shall hire the Debtors’ former employees, except for any employees 

designated by GR Sub prior to the Effective Date, on terms and conditions substantially similar 

to the current terms of employment of such persons.

(f) Listco Transaction. At Closing, and understanding that a bidder other than GR 

could be the winning bidder at the Auction in which case GR and GR Sub would be replaced by

such winning bidder for purposes of the transactional steps provided below: 

(i) The JSAT Interest held on behalf of GTA will be transferred to an account 

maintained by GR in the name of the Plan Administrator for the benefit of Holders of 

Claims or Interests in Classes 7, 8, 9, and 11 (the “Customer Trust Account’).

(ii) Until the approval of the transfer of GR Sub, and all assets held 

thereunder, to Listco (the “Injection Transaction”) by the Chinese securities authorities, 

GR will fund the continued operations of the business, including resumption of 

production activities on the Mississippi as set forth above.

(iii) On the Business Day following the approval of the Injection Transaction 

by the Chinese securities authorities (the “Injection Approval Date”), the following 

shall occur (the “Listco Closing”): (w) GR Sub will be transferred to Listco, (x) JSAT 

will convey to Listco all of the MyCar assets, (y) the JSAT Interest held by the Plan 

Administrator will be cancelled, and (z) Listco shall issue the Listco Share Consideration 

to be held in the Customer Trust Account established by GR in the name of each recipient 

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of Listco Share Consideration. Thereafter, Listco will be financially responsible for the 

United States operations of the Reorganized Debtor. The issuance of the Listco Share 

Consideration shall be exempt from securities laws under Section 1195 of the Bankruptcy 

Code. 

(vi) The Listco Share Consideration shall have a total value equal to (y) the 

RMB-equivalent (based on the RMB central parity rate for USD on the date when the 

Listco resumes trading) of the Allowed Class 7, Class 8, Class 9 and Class 11 claims 

under the Plan (see below), minus (z) the amount of any portion of the Cash 

Consideration paid in respect of the Class 4 claims under the Plan. The Listco Share 

Consideration shall be determined based on the closing price of the Listco shares for the 

ten (10) trading days immediately prior to the date Listco resumes trading. The Listco 

Share Consideration shall be issued and held in the names of the individual claimants (the 

“Listco Share Investors”) in the Customer Trust Account. 

(vii) If the Listco Closing does not occur within one year from the Initial 

Closing, GR agrees to purchase the rights of any Listco Share Investors who elect to sell 

to GR, for an amount equal to 25% of such Listco Share Investor’s share claim amount in 

US Dollars. If GR purchases any Listco Share Investor share claim amounts, it will 

succeed to the rights of the selling Listco Share Investor with respect to the JSAT 

Interest, Purchased Assets, and any Listco shares when issued.

(viii) Following the Listco Closing, each Listco Share Investor shall have the 

right to elect to withdraw from Listco, as follows:

(x) For the period after the Listco Closing and prior to the expiration 

of the lock-up period on the Listco shares (the “Lock-up Expiration”), as set 

forth below, GR will purchase the Listco shares from Listco Share Investors who 

elect to sell their shares for an amount equal to (i) 50% of the 10-day average 

stock price for Listco shares immediately prior to the request to withdraw, less (ii) 

GR’s management fee, equal to 2% per annum of the Listco Share Investor’s 

share claim amount (the “GR Management Fee”) from the date of the Listco 

Closing through the purchase date and 10% of the amount of the gain in value of 

the shares over the Listco Share Investor’s share claim amount (the “Listco Share 

Gain”), if any;

(y) The Lock-up Expiration shall apply as follows: after twelve 

months for 20% of the Listco Share Investor’s shares, after 24 months for an 

additional 30% of the Listco Share Investor’s shares, and after 36 months for the 

remaining 50% of the Listco Share Investor’s shares. After the Lock-up 

Expiration, Listco Share Investors may direct GR to sell their Listco shares, and 

will receive the proceeds of such sale, less the GR Management Fee and 20% of 

the amount of the Listco Share Gain, if any; and

(z) The withdrawal rights of the Listco Share Investors will be staged 

as follows: (i) for the three months following the Listco Closing and following

each Lock-up Expiration, only Listco Share Investors in Class 7 may elect to 

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withdraw, (ii) for the second three months following the Listco Closing and 

following each Lock-up Expiration, only Listco Share Investors in Classes 7 and 

8 may elect to withdraw, and (iii) after six months following the Listco Closing 

and following each Lock-up Expiration, any Listco Share Investor may elect 

withdraw. 

6.4. Auction. The Debtors shall market the sale of the Purchased Assets by (i) 

publishing a notice of sale in the Washington Post for three (3) consecutive weeks and (ii) filing 

a Notice of Sale with the Bankruptcy Court and mailing such notice to all parties which have 

expressed an interest in any or all of the Purchased Assets. Other potential purchasers of the 

Purchased Assets may submit bids for the assets on or before the date which is ten (10) days 

prior to the Confirmation Hearing (the “Bid Deadline”). Procedures for submission of 

alternative proposals (the “Bid Procedures”) are attached hereto as Exhibit B. Alternative 

proposals, together with all supporting documentation, must be submitted by the Bid Deadline to 

counsel for the Debtors. Alternative proposals must comply with the Bid Procedures and must 

provide for an irrevocable offer to purchase the assets on terms similar to or better than the terms 

set forth in the APA. Any such alternative proposal must be without due diligence or other 

qualifications or contingencies, must be accompanied by a current financial statement of the 

bidder, and must be capable of performance on the Effective Date, which is projected to occur on 

or before September 15, 2018. The Debtors, in their sole and reasonable discretion, shall 

determine whether such alternative proposals constitute “Qualified Bids.”

If one or more Qualified Bids are received by the Bid Deadline, the Debtors will conduct 

an auction in compliance with the Bid Procedures. If a bidder other than GR submits the highest 

and best bid at the auction (the “Winning Bidder”), the Plan shall be amended to reflect the 

identity of the winning bidder and the terms of the winning bid. If the Winning Bidder 

subsequently defaults on consummating the winning bid, then the next highest and best qualified 

bidder shall be obligated to close on its bid. If GR is the next highest and best qualified bidder, 

the Plan will be consummated on the Effective Date in accordance with its original terms as set 

forth herein.

6.5. Plan Administrator. The Debtors, in consultation with counsel for the 

constituent creditor and investor groups, shall select a mutually-agreeable Plan Administrator 

who shall be responsible for making all distributions provided for under the Plan and for 

enforcing the rights of the Debtors, Creditors, and Investors post-confirmation, particularly with 

respect to the Listco Share Consideration, and prosecuting causes of action, all as more fully set 

forth in the Plan Administrator Agreement that will filed with the Bankruptcy Court in the Plan 

Supplement. The Plan Administrator Agreement shall set forth the substance of the Plan 

Administrator Fund. Notwithstanding the foregoing, A-3 Investors may need their own fiduciary

representative in respect to governance and consent matters within the A-3 LP.

6.6 Transfer Taxes. Sales, transfers or other dispositions of assets and property by

the Debtors and the Reorganized Debtor, including any transfers arising from the substantive 

consolidation of the Debtors under this Plan or the sale of the Purchased Assets pursuant to the 

APA, shall be entitled to the tax treatment provided by section 1146(a) of the Bankruptcy Code, 

and each recording office or other agent of any governmental unit or other taxing authority shall 

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record any such documents of transfer or exchange without any further direction or order from 

the Bankruptcy Court, and without regard to any law imposing a stamp tax or other similar tax.

6.7 Securities Laws. The issuance of the Listco Share Consideration shall be exempt 

from United States securities laws under Section 1145 of the Bankruptcy Code.

6.8. Causes of Action. Other than as set forth below, all claims and causes of action 

held by the Debtors shall vest in the Reorganized Debtor on the Effective Date, and the 

Reorganized Debtor and/or the Plan Administrator shall have full power and authority to pursue 

such claims and causes of action for the benefit of the Debtors’ creditors. The proceeds of all 

claims and causes of action shall be deemed to be the Reorganized Debtor’s Cash and shall be 

administered pursuant to the provisions of this Plan. Settlements of claims and causes of action 

shall not be subject to approval by the Bankruptcy Court. All Avoidance Actions (i) shall 

survive entry of the Confirmation Order, (ii) shall vest in the Reorganized Debtor, and (iii) shall 

not be barred or limited by estoppel, whether judicial, equitable, or otherwise. Causes of action 

specifically preserved hereunder include, but shall not be limited to, Avoidance Actions, 

litigation against Plastech Holding Corp., Susman Godfrey LLP, and/or their respective agents, 

litigation against Gilbert Villareal, VL Automotive, and/or their respective agents, and any

collection actions. Notwithstanding the foregoing, the litigations against Plastech Holding Corp., 

Susman Godfrey LLP and/or their respective agents and litigation against Gilbert Villareal, VL 

Automotive and/or their respective agents shall be conveyed to GR Sub or the winning bidder at 

the Auction, on the Effective Date. For the avoidance of doubt, any claims or litigation against 

the Disputed Judgment Creditors and the State of Mississippi, whether in the context of claims 

objections or Avoidance Actions, shall be the exclusive property of the Debtors and the 

Reorganized Debtor. 

6.9. Effectuating Documents. The Officers and Directors shall be authorized to 

execute, deliver, file or record such contracts, instruments, releases and other agreements or 

documents and take such other actions as may be necessary or appropriate to effectuate and 

implement the provisions of the Plan.

6.10 NOL’S. Any and all net operating losses of the Debtors shall be utilized by

Listco if possible. 

ARTICLE VII

DISTRIBUTIONS

7.1 Distributions. The Reorganized Debtor shall make all distributions on account of 

Allowed Unclassified Claims. The Plan Administrator shall make all other distributions under 

the Plan. 

7.2 Delivery of Distributions. Distributions, as applicable, shall be made to Record 

Holders of any Allowed Claims: (i) at the address set forth on the proof of claim Filed by such 

Holder, (ii) at the address set forth in any written notices of address change Filed by such Holder, 

(iii) at the addresses reflected in the Schedules if neither a proof of claim nor a written notice of 

address change has been Filed, or (iv) if the Holder’s address is not listed in the Schedules, at the 

last known address of such Holder according to the Debtors’ books and records.

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7.3 Stop Payments; Minimum Distribution; Unclaimed Funds. The Reorganized 

Debtor or the Plan Administrator, as applicable, may stop payment on any distribution check that 

has not cleared the payer bank within ninety (90) days of the date of distribution of such check. 

No distribution under the sum of $10.00 is required to be made by the Reorganized Debtor.

7.4. United States Trustee Fees. Any fees payable under 28 U.S.C. § 1930 accruing 

after the Effective Date shall be timely paid by the Reorganized Debtor. Upon the occurrence of 

the Effective Date, the Debtors shall be deemed to be a single entity for purposes of calculation 

of any fees payable under 28 U.S.C. § 1930.

7.5 Distribution Reports. The Reorganized Debtor, or the Plan Administrator, as 

applicable, shall timely file with the Bankruptcy Court periodic distribution reports as required 

by the United States Trustee detailing the amounts distributed pursuant to this Plan and shall 

serve such reports on the Office of the United States Trustee.

7.6 Disallowance of Certain Charges. All penalties, default interest or late fees that 

may have accrued on any Claim, other than a Secured Claim, prior to the Confirmation Date are 

disallowed.

ARTICLE VIII

EFFECT OF CONFIRMATION

8.1 Binding Effect. On and after the Effective Date, the provisions of the Plan shall 

bind any holder of a Claim against, or Interest in, a Debtor or the Reorganized Debtor and such 

holder’s respective successors and assigns, whether or not the Claim or Interest of such holder is 

impaired under the Plan and whether or not such holder has accepted the Plan.

8.2 Continuation of Injunctions and Stays. Except as otherwise provided herein or 

in the Confirmation Order, on and after the Effective Date, all Persons who have held, currently 

hold or may hold a debt or Claim against a Debtor or the Reorganized Debtor or its Assets are 

permanently enjoined from taking any of the following actions on account of any such debt or 

Claim: (i) commencing or continuing in any manner any action or other proceeding against a 

Debtor, the Reorganized Debtor or its successors or assigns or its Assets; (ii) enforcing, 

attaching, collecting or recovering in any manner any judgment, award, decree or order against a 

Debtor, the Reorganized Debtor or its successors or assigns or its Assets; (iii) creating, perfecting 

or enforcing any lien or encumbrance against a Debtor, the Reorganized Debtor or its successors 

or assigns or its Assets; and (iv) commencing or continuing any action, in any manner, in any 

place that does not comply with or is inconsistent with the provisions of the Plan or the 

Confirmation Order. Provided the Reorganized Debtor is not in material breach of its 

obligations under the Plan, the injunctive relief granted herein to the Debtors and the 

Reorganized Debtor is likewise granted to any co-obligor or guarantor of any debts or 

obligations of the Debtors or the Reorganized Debtor. Any Person, including but not limited to a 

Debtor or the Reorganized Debtor, injured by any willful violation of any injunction imposed by

the Plan or Confirmation Order shall recover actual damages, including costs and attorneys’ fees, 

and, in appropriate circumstances, may recover punitive damages, from the willful violator.

8.3 Post-Confirmation Governance. Tim Mao, Zhifa Xu, Jinying Zhang, Peter 

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Huddleston, Trey Agner and Xudong Chai currently sit on the board of directors of GTA (the 

“Directors”). Following the Effective Date, the Directors will serve in their same capacity as 

Directors of the Reorganized Debtor until the date of the entry of the Final Decree for the 

Reorganized Debtor. On the date of the entry of such Final Decree, the Directors of the 

Reorganized Debtor shall be deemed to have resigned to the extent permissible under applicable 

law. Nothing herein or in the Confirmation Order, including any releases, shall diminish or 

impair the enforceability of any policy of insurance that may cover claims against a Debtor or 

any other Person. Each of the matters provided for under this Plan involving the business 

structure of the Reorganized Debtor or action to be taken by or required of the Reorganized 

Debtor shall, as of the Effective Date, be deemed to have occurred and be effective as provided 

herein, and shall be authorized and approved in all respects without any requirement of further 

action by the members of the Reorganized Debtor. Until dissolution, the Reorganized Debtor 

shall operate under the name of GTA and pursuant to GTA’s organizational documents and the 

laws of the Commonwealth of Virginia.

8.4 Cancellation of Claims and Interests. Except as otherwise set forth in this Plan, 

and except for purposes of evidencing a right to the Distribution, on the Effective Date, all 

agreements and other documents evidencing the Claims or rights of any Creditor against the 

Debtors, including all notes, guarantees, mortgages, and all Interests shall be cancelled.

8.5 Dissolution of the Reorganized Debtor. On the Effective Date or as soon 

thereafter as is reasonably practicable, the affairs of the Reorganized Debtor may be wound up 

and the Reorganized Debtor may be dissolved at any time without the need for any further action 

or approval; provided, however, that the entry of the Final Decree as to each Case shall effect 

such dissolution of the Reorganized Debtor to the extent permissible under applicable law.

ARTICLE IX

PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS

9.1 Objections to and Estimation of Claims and Interests; Prosecution of 

Disputed Claims and Interests. The Debtors, Reorganized Debtors, or the Plan Administrator, 

as applicable, may file with the Bankruptcy Court an objection to the allowance of any Claim or 

Interest, or any other appropriate motion or adversary proceeding with respect thereto. All such 

objections will be litigated to Final Order; provided, however, that the Debtors, Reorganized 

Debtor or Plan Administrator, as applicable, may compromise and settle, withdraw or resolve by

any other method approved by the Bankruptcy Court, any such objections to the allowance of 

such Claims or Interests. Any objection to the allowance of a Claim not Filed by the Effective 

Date shall be deemed waived, and the Claim shall be an Allowed Claim in the amount set forth 

on the proof of claim Filed by the Holder of such Claim.

In addition, the Reorganized Debtor or the Plan Administrator, as applicable, may, at any

time, request that the Bankruptcy Court estimate any Claim under section 502(c) of the 

Bankruptcy Code, regardless of whether such Claim has been previously objected to or whether 

the Bankruptcy Court has ruled on any such objection. In the event that the Bankruptcy Court 

estimates any Disputed Claim, that estimated amount will be limited to the purposes (such as 

voting on this Plan) determined by the Bankruptcy Court. All of the aforementioned provisions 

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with respect to objections to Claims or Interests and the claims estimation and resolution 

procedures, are cumulative and are not necessarily exclusive of one another. 

9.2 No Distributions Pending Allowance. Notwithstanding any other provision of 

the Plan to the contrary, no distribution shall be made to the holder of a Disputed Claim or 

Interest or the holder of a Claim or Interest that is the subject of a proceeding against it by the 

Reorganized Debtor or Plan Administrator, as applicable, unless and until such Disputed Claim 

or Interest becomes an Allowed Claim or Interest by Final Order. While disputes regarding 

Claims or Interests are pending, the Reorganized Debtor or Plan Administrator, as applicable, 

shall hold for the benefit of each holder of a Disputed Claim or Interest an amount equal to the 

distributions that would have been made to the holder of such Disputed Claim or Interest if it 

were an Allowed Claim or Interest, or, if so determined by the Bankruptcy Court, such amount 

as estimated by the Bankruptcy Court under section 502(c) of the Bankruptcy Code, until such 

Claim or Interest becomes an Allowed Claim or Interest.

9.3. Distributions After Allowance. As soon as practicable after a Disputed Claim or 

Interest becomes an Allowed Claim or Interest, the holder of such Allowed Claim or Interest 

shall receive all distributions to which such holder is then entitled under the Plan on account of 

such Allowed Claim or Interest. Any Person who holds both an Allowed Claim or Interest and a 

Disputed Claim or Interest shall receive the appropriate distribution on the Allowed Claim or 

Interest, although no distribution will be made on the Disputed Claim or Interest until such 

dispute is resolved by settlement or Final Order. After resolution of a dispute, any Cash or 

Listco Share Consideration previously reserved for such Disputed Claim or Interest and not paid 

in connection with the resolution thereof shall be distributed in accordance with the terms of this 

Plan.

ARTICLE X

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

10.1. Executory Contracts and Unexpired Leases. All executory contracts and 

unexpired leases of the Debtors that are not assumed and assigned, or rejected, either by motion 

or through the filing of an exhibit to the Plan Supplement which shall identify all contracts to be 

assumed and the proposed Cure Amount for each such Contract, prior to the Confirmation Date,

shall be deemed rejected. Any Creditor asserting a claim for monetary damages as a result of the 

rejection of an executory contract or unexpired lease shall file a proof of claim substantially in 

the form of Official Form 10 with the clerk of the Bankruptcy Court (“Rejection Claim”), and 

serve it upon Debtors’ counsel by overnight mail on or before the Rejection Claim Bar Date. 

10.2. Rejection Claims. If no Rejection Claims are filed, such Claims, if any, shall be 

forever disallowed and barred. If one or more Rejection Claims are filed the Reorganized Debtor 

or the Plan Administrator, as applicable, shall have sixty (60) days from the confirmation Date to 

object thereto.

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ARTICLE XI

MODIFICATION

11.1. Pre-confirmation Amendment. The Debtors reserve the right in accordance 

with the Bankruptcy Code to amend or modify this Plan prior to the Confirmation Date. After 

the Debtors file a modification with the Court, this Plan, as modified, becomes the Plan.

11.2. Post-confirmation Modification. The Debtors may modify this Plan at any time 

after the Confirmation Date regardless of whether this Plan has been substantially consummated 

within the meaning of sections 1101(2) and 1127(b) of the Bankruptcy Code, if circumstances 

warrant such modification, if all required disclosure under section 1125 of the Bankruptcy Code 

has been given, and the Court, after notice and a hearing, confirms the Plan as modified.

11.3. Correction of Errors; Inconsistencies. Before or after the Confirmation Date, 

or in the Confirmation Order, the Debtors may, with the approval of the Court, so long as it does 

not materially and adversely affect the interests of creditors who have accepted this Plan, remedy

any defect or omission, or reconcile any inconsistencies in this Plan or amend this Plan, in such a 

manner as may be necessary to carry out the purposes and the effect of this Plan without the 

necessity, if any, of re-soliciting acceptances.

ARTICLE XII

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

12.1 Conditions to Confirmation. Confirmation of the Plan is subject to the 

following conditions: (i) the Bankruptcy Court having approved the Disclosure Statement by

order entered on the docket in the Case of GTA; (ii) the presentment of a Confirmation Order, in 

form and substance satisfactory to the Debtors and the ad hoc group of A-3 Investors, to the 

Bankruptcy Court in the Case for entry to confirm the Plan; and (iii) there being no uncured 

default under the APA.

12.2. Conditions to the Effective Date. The Effective Date shall not occur and the 

Plan shall not be consummated unless and until each of the following conditions has been 

satisfied (or the Debtors have waived such conditions): (i) the Bankruptcy Court shall have 

entered the Confirmation Order in form and substance satisfactory to the Debtors and the ad hoc 

Group of A-3 Investors; (ii) the Confirmation Order shall have become a Final Order, and (iii)) 

GR shall have provided the Cash Consideration to the Debtors.

12.3. Effect of Nonoccurrence of Conditions to the Effective Date. If each of the 

conditions to the Effective Date is not satisfied or duly waived, then upon motion by the Debtors, 

made before the time that each of such conditions has been satisfied or duly waived and upon 

notice to such parties in interest as the Bankruptcy Court may direct, the Confirmation Order 

shall be vacated by the Bankruptcy Court; provided, however, that, notwithstanding the filing of 

such motion, the Confirmation Order may not be vacated if each of the conditions to the 

Effective Date is either satisfied or duly waived before the Bankruptcy Court enters an order 

granting such motion. If the Confirmation Order is vacated pursuant to this section 11.3 of the 

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Plan, (i) the Plan shall be null and void in all respects; and (ii) nothing contained in the Plan shall 

(a) constitute a waiver or release of any Claims by or against, or any Interest in, the Debtors or 

(b) prejudice in any manner the rights of the Debtors or any other party in interest.

ARTICLE XII

MISCELLANEOUS PROVISIONS

13.1 Headings. The headings used herein are inserted for convenience only and 

neither constitute a substantive portion hereof nor in any manner affect the provisions hereof.

13.2 Business Day. If any payment or act under the Plan is required to be made or 

performed on a date that is not a Business Day, then the making of such payment or the 

performance of such act may be completed on the next succeeding Business Day, but shall be 

deemed to have been completed as of the required date.

13.3 Timing. Wherever the Plan provides that a payment or distribution shall occur 

“on” any date, it shall mean “on, or as soon as practicable after” such date.

13.4. Binding Effect of the Plan. The provisions of the Plan shall be binding upon all 

parties to the Plan and inure to the benefit of the Debtors’ Estates and their respective 

predecessors, successors, assigns, agents, officers and directors. The terms of the Plan shall be 

enforceable against the Debtors, Creditors, Investors, and all parties-in-interest.

13.5 Retention of Jurisdiction. Following the Confirmation Date and the Effective 

Date, the Bankruptcy Court shall retain jurisdiction in the Case over the provisions of this Plan 

including Disputed Claims, Rejection Claims, and Professional Fee Claims, and over all disputes 

and litigation which may be pending on the Confirmation Date, Avoidance Actions whether or 

not commenced as of the Effective Date, and any controversies which may arise hereafter which 

would affect the Debtors’ ability to carry out the Plan, until all such disputes and litigation shall 

be concluded and the Plan shall be fully consummated. Further, the Bankruptcy Court shall 

retain jurisdiction for the purpose of the Distributions and any related issues which may arise.

13.6 Governing Law. Except as mandated by the Bankruptcy Code or Bankruptcy 

Rules, as applicable, the rights and obligations arising under the Plan shall be governed by, and 

construed and enforced in accordance with the laws of the Commonwealth of Virginia.

13.7 Severability. Should any provision of the Plan be determined to be 

unenforceable after the Effective Date, such determination shall in no way limit or affect the 

enforceability and operative effect of any and all of the other provisions of the Plan.

13.8 Revocation. The Debtors reserve the right to revoke and withdraw the Plan prior 

to the entry of a Confirmation Order. If the Debtors revoke or withdraw the Plan, the Plan shall 

be deemed null and void and nothing contained herein shall be deemed to constitute a waiver or 

release of any claims by or against the Debtors, any other Person, or to prejudice in any manner 

the rights of such parties in any further proceedings involving the Debtors.

13.9 Plan Controls. In the event and to the extent that any provision of the Plan is 

inconsistent with the provisions of the Disclosure Statement, or any other agreement to be 

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executed by any Person pursuant to the Plan, the provisions of the Plan shall control and take 

precedence. In the event of any inconsistency between any provision of any of the foregoing

documents, and any provision of the Confirmation Order, the Confirmation Order shall control 

and take precedence.

13.10 EB-5 Program. The Debtors and Reorganized Debtor will continue to work with 

USCIS in good faith to advance the interests of the Investors with United States Customs and 

Immigration Services. Upon written request, the Debtors and Reorganized Debtor shall use best 

reasonable efforts to provide certain supporting documents, records or information, which, in 

their reasonable discretion, may be necessary for the prosecution of the Form I-526 Petition for 

Immigrant Investor, or the Form I-829 Petition to Remove Conditional Status filed on behalf of 

any associated foreign national investors or like parties of interest to the Debtors.

13.11 Releases and Exculpations and Limitation of Liability. Except as otherwise 

provided in the Plan or Confirmation Order and except as to obligations arising under the 

Plan, as of the Effective Date, the Debtors, the Plan Administrator and any of such parties’ 

respective present or former members, officers, directors, employees, advisors, managers, 

attorneys, representatives, financial advisors, and agents, and any such parties’ successors 

and assigns (collectively, the “Released Parties”) shall be released from any and all Claims, 

debts, obligations, rights, suits, damages, actions, causes of action, remedies, and liabilities 

whatsoever, whether known or unknown, foreseen or unforeseen, existing as of the Effective 

Date or thereafter arising, at law, in equity, or otherwise, that any of them would have been 

legally entitled to assert (whether direct or derivative) or that any holder of a Claim, Interest, 

or other person or entity would have been legally entitled to assert, (whether direct or 

derivative) based in whole or in part upon any act or omission, transaction, agreement, event, 

or other occurrence taking place before or on the Effective Date, except for acts constituting 

willful misconduct, gross negligence, or bad faith and, in all respects such parties shall be 

entitled to rely upon the advice of counsel with respect to their duties and responsibilities 

under the Plan. For the avoidance of doubt, the releases contained herein are not intended to, 

and shall not, operate as releases of direct third party claims against Charles Wang, Anthony 

Rodham or Terry McAuliffe, former officers and Directors of GTA.

The Released Parties, and any property of or professionals retained by such 

parties, or direct or indirect predecessor in interest to any of the foregoing persons, shall not 

have or incur any liability to any person or entity for any act taken or omission, after the 

Petition Date, in connection with or related to these Cases or the operations of the Debtors’ 

business during the Cases, including but not limited to (i) any actions taken or not taken in 

connection with the Sale; (ii) formulating, preparing, disseminating, implementing, 

confirming, consummating or administrating the Plan (including soliciting acceptances or 

rejections thereof); (iii) the Disclosure Statement or any contract, instrument, release or other 

agreement or document entered into or any action taken or omitted to be taken in connection 

with the Plan; (iv) any Distributions made pursuant to the Plan, except for acts constituting 

willful misconduct, gross negligence, or bad faith occurring during the Cases, or (v) failure of 

the Plan or Sale to comply with the requirements of the EB5 program, and in all respects such 

parties shall be entitled to rely upon the advice of counsel with respect to their duties and 

responsibilities under the Plan.

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13.12 Injunction. The satisfaction, releases and discharge pursuant to the Plan will also 

act as an injunction against any person or entity commencing or continuing any action, 

employment of process or act to collect, offset, secure, recoup or recover any Claim or cause of 

action satisfied, released or discharged under the Plan to the fullest extent authorized or provided 

by the Bankruptcy Code. 

13.13 Notice. Any notices or requests made in connection with this Plan shall be in 

writing and served either by (i) certified mail, return receipt requested, postage prepaid, (ii) hand 

delivery, or (iii) commercial overnight delivery service, freight prepaid, and will be deemed to 

have been given when received by the following parties at the following addresses:

To the Debtors: Norman D. Chirite 

GreenTech Automotive, Inc.

21355 Ridgetop Circle

Suite 250

Sterling, VA 20166

With copies to: Mark S. Lichtenstein, Esq.

Crowell & Moring LLP

590 Madison Avenue, 20th Floor

New York, NY 10022

Kristen E. Burgers, Esq.

HIRSCHLER FLEISCHER

8270 Greensboro Drive ,Suite 700

Tysons, VA 22102

All notices, requests, and distributions to any Creditor or Interest Holder shall be 

sent to such Creditor or Interest Holder at the address given in each Creditor’s proof of claim or 

each Interest Holder’s proof of interest. With regard to any scheduled Creditors or Interest 

Holder that did not file a proof of claim or interest, all notices, requests, and distributions shall be 

sent to such Creditor or Interest Holder at the address listed in the Debtor’s schedules, unless the 

Reorganized Debtor receives other instructions in writing from such Creditor(s) or Interest 

Holder (s). Notices, requests and distributions to creditors or Interest Holders shall be deemed to 

have been given when mailed to such address or deposited with a commercial overnight delivery 

service. It shall be the obligation of each Creditor or Interest Holder to provide written notice of 

any change in address to the Debtor or the Reorganized Debtor.

13.14 Successors and Assigns. The rights, benefits and obligations of any Person 

named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, 

executor, administrator, successor or assign of such Person.

13.15 Confirmation Pursuant to sections 1129(a)(10) and 1129(b) of the 

Bankruptcy Code. Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes 

of confirmation by acceptance of the Plan by an impaired Class, if any. If any class of Claims or 

Equity Interests entitled to vote on the Plan does not accept the Plan pursuant to section 1126(c), 

the Debtor reserves the right to request confirmation of the Plan under section 1129(b) of the 

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Bankruptcy Code and to modify the Plan to the extent, if any, that confirmation pursuant to 

section 1129(b) of the Bankruptcy Code requires modification.

ARTICLE XIV

ENTRY OF FINAL DECREE AND CLOSING OF CASE

Once the Reorganized Debtor has substantially performed all of the duties specified in 

the Plan and commenced making such payments to holders of Allowed Administrative Expense 

Claims and Allowed Claims as are contemplated in Articles III and IV, it shall file a certification 

of full administration and apply for the entry of a Final Decree.

WHEREFORE, the Debtors respectfully request confirmation of this Plan in accordance 

with section 1129(a) and/or section 1129(b) of the Bankruptcy Code.

July 3, 2018 Respectfully submitted, 

GREENTECH AUTOMOTIVE, INC.

By: /s/ Norman Chrite

Name: Norman Chirite

Title: Internal Counsel 

-andWM INDUSTRIES, CORP.

By: /s/ Norman Chrite

Name: Norman Chirite

Title: Authorized Signatory

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/s/ Kristen E. Burgers

Kristen E. Burgers (VSB No. 67997)

HIRSCHLER FLEISCHER

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@hf-law.com

/s/ Mark S. Lichtenstein

Mark S. Lichtenstein (admitted pro hac vice)

Crowell & Moring LLP

590 Madison Avenue, 20th Floor

New York, New York 10022

Telephone: (212) 223-4000

Facsimile: (212) 223-4001

Email: mlichtenstein@crowell.com

Co-Counsel to the Debtors

9895621.2 043227.00001

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