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

Debtors. )

)

DISCLOSURE STATEMENT FOR THE FOURTH AMENDED 

JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY 

GREENTECH AUTOMOTIVE, INC. AND WM INDUSTRIES CORP.

PLEASE READ THIS DISCLOSURE STATEMENT CAREFULLY. THIS DISCLOSURE 

STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON YOUR DECISION 

TO ACCEPT OR REJECT THE FOURTH AMENDED JOINT PLAN OF LIQUIDATION 

(THE “PLAN”) PROPOSED BY GREENTECH AUTOMOTIVE, INC. AND WM 

INDUSTRIES CORP. (TOGETHER, THE “DEBTORS”). THE DEBTORS BELIEVE THAT 

THE PLAN IS IN THE BEST INTEREST OF THE CREDITORS AND THAT THE PLAN IS 

FAIR AND EQUITABLE. THE DEBTORS URGE VOTERS TO ACCEPT THE PLAN.

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@hirschlerlaw.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

April 24, 2019

 

1

 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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PREFACE

PLEASE NOTE THAT THIS DOCUMENT HAS BEEN APPROVED BY THE 

BANKRUPTCY COURT

PLEASE REVIEW THIS DOCUMENT FOR IMPORTANT INFORMATION 

REGARDING:

* Description of the Debtors

* Classification and Treatment of Claims and Interests

* Distribution to Holders of Allowed General Unsecured Claims

* Implementation and Execution of the Plan

* Treatment of Contracts and Leases and Procedures to Assert and Resolve 

Rejection Claims

AND IMPORTANT DATES:

* Date to Determine Record Holders of Claims and Interests – _______________

* Deadline to Submit Ballots and Investor Consents– _______, 2019 at 5:00 p.m. 

(ET)

* Deadline to Object to Plan Confirmation – _______, 2019 at 5:00 p.m. (ET)

* Deadline to Submit Rejection Claims – ________, 2019 at 5:00 p.m. (ET)

* Hearing on Plan Confirmation – _________, 2019 at 11:00 a.m. (ET) before the 

Honorable United States Bankruptcy Judge Brian F. Kenney, in Court Room I at 

the United States Bankruptcy Court for the Eastern District of Virginia, 

Alexandria Division, 200 South Washington Street, 2nd Floor, Alexandria, 

Virginia 22314.

IF YOU HOLD A CLAIM IN A CLASS ENTITLED TO VOTE, YOUR BALLOT IS 

ATTACHED TO THE END OF THIS DOCUMENT. IF YOU ARE AN A-3 OR A-4 

INVESTOR YOU ARE BEING ASKED TO OPT-IN TO A RELEASE IN FAVOR OF 

ENCORE AND AN INVESTOR CONSENT TO THIRD-PARTY RELEASES IS

ATTACHED TO THE END OF THIS DOCUMENT. PLEASE REVIEW THIS 

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DOCUMENT AND COMPLETE AND PER THE INSTRUCTIONS CONTAINED 

HEREIN TO THE FOLLOWING ADDRESS BY U.S. MAIL, E-MAIL, OR FACSIMILE:

CROWELL & MORING LLP

590 MADISON AVENUE, 20TH FLOOR 

NEW YORK, NEW YORK 10022

ATTN: MARK LICHTENSTEIN

FACSIMILE: 212-223-4134

E-MAIL: MLICHTENSTEIN@CROWELL.COM

A COPY OF THIS DISCLOSURE STATEMENT AND THE DEBTORS’ JOINT PLAN 

OF LIQUIDATION CAN BE OBTAINED UPON WRITTEN REQUEST TO COUNSEL 

FOR THE DEBTORS AT THE FOLLOWING ADDRESSES:

CROWELL & MORING LLP

590 MADISON AVENUE, 20TH FLOOR 

NEW YORK, NEW YORK 10022

ATTN: MARK LICHTENSTEIN

HIRSCHLER FLEISCHER

8270 GREENSBORO DRIVE, SUITE 700

TYSONS, VIRGINIA 22102

ATTN: KRISTEN E. BURGERS

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1. INTRODUCTION.

1.1. Purpose of the Disclosure Statement. Notice of this disclosure statement (as 

amended, modified or supplemented, the “Disclosure Statement”) is being provided by 

GreenTech Automotive, Inc. (“GTA”) and WM Industries, Corp. (“WMIC” and, together with 

GTA, the “Debtors,” or the “Companies”) to the Office of the United States Trustee, the 

Securities and Exchange Commission and to all of the Debtors’ known Creditors and Interest 

Holders pursuant to Section 1125(b) of Title 11 of the United States Code (the “Bankruptcy 

Code”) for the purpose of soliciting acceptances of the Debtors’ Modified Third Amended Joint 

Plan of Liquidation (the “Plan”). The Plan has been filed with the United States Bankruptcy 

Court for the Eastern District of Virginia, Alexandria Division (the “Bankruptcy Court”), and 

the summaries of the Plan contained herein shall not be relied upon for any purpose other than to 

make a judgment with respect to, and determine how to vote on, the Plan. A copy of the Plan is 

attached hereto as Exhibit A. All capitalized terms used within this Disclosure Statement which 

are not defined herein have the meanings set forth in the attached Plan. Bankruptcy Court 

approved the Disclosure Statement and certain Plan solicitation and confirmation 

procedures and deadlines (the “Solicitation Scheduling Order”). A hearing on 

confirmation of the Plan shall be held on ________ __, 2019 at 11:00 a.m. (ET). The 

deadline to object to Plan Confirmation is ________ __, 2019 at 5:00 p.m. (ET). The 

Debtors may make non-material amendments, modifications and/or additions to the 

Disclosure Statement and Plan prior to the Effective Date without further Order of the 

Bankruptcy Court.

PLEASE NOTE THAT MUCH OF THE INFORMATION CONTAINED 

HEREIN HAS BEEN TAKEN, IN WHOLE OR IN PART, FROM INFORMATION 

CONTAINED IN THE DEBTORS’ BOOKS AND RECORDS AND PLEADINGS FILED BY 

THE DEBTORS. STATEMENTS MADE IN THE DISCLOSURE STATEMENT ARE 

QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN. ALTHOUGH THE 

DEBTORS HAVE ATTEMPTED TO BE ACCURATE IN ALL MATERIAL RESPECTS, THE 

DEBTORS ARE UNABLE TO WARRANT OR REPRESENT THAT ALL OF THE 

INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS WITHOUT 

ERROR. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE 

MADE ONLY AS THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT 

THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER 

THE DATE HEREOF.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN 

ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND RULE 3016(c) 

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT IN 

ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER RULES 

GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OF CHAPTER 11. THIS 

DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY 

THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND 

EXCHANGE COMMISSION PASSED UPON ITS ACCURACY.

NO REPRESENTATION CONCERNING THE DEBTORS OR THE VALUE 

OF THE DEBTORS’ ASSETS HAS BEEN AUTHORIZED BY THE BANKRUPTCY COURT 

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OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT OR ANY OTHER 

DISCLOSURE STATEMENT APPROVED BY THE BANKRUPTCY COURT. THE 

DEBTORS ARE NOT RESPONSIBLE FOR ANY INFORMATION, REPRESENTATION OR 

INDUCEMENT MADE TO OBTAIN YOUR ACCEPTANCE, WHICH IS OTHER THAN, OR 

INCONSISTENT WITH, INFORMATION CONTAINED HEREIN AND IN THE PLAN. 

YOU ARE STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL, 

LEGAL AND TAX ADVISORS TO UNDERSTAND FULLY THE PLAN AND 

DISCLOSURE STATEMENT. THE FINANCIAL INFORMATION CONTAINED IN THIS 

DISCLOSURE STATEMENT IS GIVEN AS OF THE DATE HEREOF, UNLESS 

OTHERWISE SPECIFIED. THE DELIVERY OF THIS DISCLOSURE STATEMENT DOES 

NOT, UNDER ANY CIRCUMSTANCE, IMPLY THAT THERE HAS BEEN NO CHANGE 

IN THE FACTS SET FORTH HEREIN SINCE SUCH DATE. THIS DISCLOSURE 

STATEMENT IS INTENDED, AMONG OTHER THINGS, TO SUMMARIZE THE PLAN 

AND MUST BE READ IN CONJUNCTION WITH THE PLAN AND ITS EXHIBITS, IF 

ANY. IF ANY CONFLICTS EXIST BETWEEN THE PLAN AND DISCLOSURE 

STATEMENT, THE TERMS OF THE PLAN SHALL CONTROL.

IF A HOLDER OF A CLAIM WISHES TO CHALLENGE THE ALLOWANCE 

OR DISALLOWANCE OF A CLAIM FOR VOTING PURPOSES UNDER THE 

TABULATION RULES SET FORTH IN THE SOLICITATION SCHEDULING ORDER, 

SUCH ENTITY MUST FILE A MOTION, PURSUANT TO BANKRUPTCY RULE 3018(A), 

FOR AN ORDER TEMPORARILY ALLOWING SUCH CLAIM IN A DIFFERENT 

AMOUNT OR CLASSIFICATION FOR PURPOSES OF VOTING TO ACCEPT OR REJECT 

THE PLAN AND SERVE SUCH MOTION ON THE UNDERSIGNED COUNSEL TO THE 

DEBTORS SO THAT IT IS RECEIVED NO LATER THAN 5:00 P.M., PREVAILING

EASTERN TIME, ON ____________. THE DEBTORS SHALL HAVE UNTIL _____ P.M. 

ON ________ __, 2019 TO FILE AND SERVE ANY RESPONSES TO SUCH MOTIONS. 

UNLESS THE COURT ORDERS OTHERWISE, SUCH CLAIM WILL NOT BE COUNTED 

FOR VOTING PURPOSES IN EXCESS OF THE AMOUNT DETERMINED IN 

ACCORDANCE WITH THE TABULATION RULES.

1.2. Definitions of Terms Utilized in the Plan.

Unless the context otherwise requires or a term is defined within the Plan itself, the 

following terms shall have the respective meanings set forth below, except as expressly provided 

otherwise.

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 A-3, 

L.P., the general partner of which is A-3 GP, and 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-3 LP shall 

have Allowed Class 3 and Class 6 Claims in the aggregate amount of approximately $44.5 

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million, subject to the waiver of certain A-3 Investors of any distribution under the Plan on 

account of the pro rata share of distributions for the Class 3 and Class 6 Claims. 

A-3 LP Deed of Trust: Described in the definition of “Mississippi Parcel,” below.

A-3 LP Secured Note: Described in the definition of “Mississippi Parcel,” below.

A-1 Investors: Certain investors who invested the sum of $500,000.00 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. Each A-1 Investor shall be deemed to 

have an Allowed Class 10 Claim in the amount of $500,000.00. 

A-2 Investors: Certain investors who invested the sum of $500,000.00 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. Each A-2 Investor shall be deemed to 

have an Allowed Class 10 Claim in the amount of $500,000.00. 

A-3 Investors: Holders of limited partnership interests in A-3 LP each such interest 

having been purchased for a purchase price of $500,000.00.

A-4 Investors: Holders of preferred shares in GTA purchased for $500,000.00 each and 

which are subject to a redemption right. Each A-4 Investor shall be deemed to have an Allowed 

Class 7 Claim in the amount of $500,000.00.

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 in the amount of $60,000.00 each of the A-1 through A-4 

Investors paid to Gulf Coast Funds Management, LLC for its assistance in qualifying individual 

investors for the EB-5 visa program, all 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 

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. 

Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or 

disputed and for which no Proof of Claim has been Filed or is not otherwise Allowed pursuant to 

the Plan or any other Final Order, is not considered Allowed and shall be expunged without 

further notice to any party or Order of the Bankruptcy Court.

Amended and Restated A-3 LPA: Second Amended and Restated Limited Partnership 

Agreement for the A-3 LP, which will govern the post-confirmation business activities of the A3 LP, will be binding on all Partners of the A-3 LP and which will be approved by the Court 

pursuant to the Confirmation Order. A copy of the Amended and Restated A-3 LPA is attached 

to the Disclosure Statement as Exhibit “B.”

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APA: Asset Purchase Agreement dated April 8, 2019 pursuant to which the Purchased 

Assets are to be sold to Encore. 

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

whatever type or nature. 

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 [Docket 

No. 3], entered by the Bankruptcy Court on March 9, 2018. 

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

Causes of Action: All actions, causes of action (including Avoidance Actions), 

liabilities, obligations, rights, suits, debts, damages, judgments, remedies, demands, setoffs, 

defenses, recoupments, crossclaims, counterclaims, third-party claims, indemnity claims, 

contribution claims or any other claims whatsoever, in each case held by the Debtors, whether 

disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, 

choate or inchoate, existing or hereafter arising, in law, equity or otherwise, based in whole or in 

part upon any act or omission or other event occurring prior to the Petition Date or during the 

course of the Chapter 11 Cases, including through the Effective Date. 

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. 

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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.

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 Purchased

Assets of the Debtors free and clear of all liens, claims and encumbrances pursuant to the APA 

but excepting those liens, claims and encumbrances preserved or created under this Plan, all of 

which shall attach, and continue to attach, to the Purchased Assets, (ii) approving the APA, (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.

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 April 24, 2019, submitted 

in connection with Debtors’ Fourth Amended 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.

Disputed Judgment Creditors: Certain Investors who obtained a judgment on August 

2, 2017, in the Circuit Court for Fairfax County, Virginia, against Gulf Coast Funds 

Management, LLC, A-3 LP, GreenTech Automotive Capital A-3 GP, LLC and GTA in the 

amount of $6,720,000.00, plus interest, costs, and fees.

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

Allowed Claims, as set forth in sections 6.2, 6.3, 7.1, and 7.2 of the Plan.

Distribution Waiving A-3 Investors: Certain A-3 investors, which are shareholders in 

Encore, who have agreed to waive any distribution on account of their pro rata distribution in 

Classes 3 and 6 of the Plan.

Distribution Waiving A-4 Investors: Certain A-4 investors, which are shareholders in 

Encore, who have agreed to waive any distribution on amount of their pro rata distribution as 

Class 7 Claimants.

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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.

Encore: Encore Wealth Investments Limited, a private equity firm located in the British 

Virgin Islands, which, pursuant to the Sale Order and the APA, will acquire substantially all of 

the Assets of the Debtors.

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

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

consolidation pursuant to this Plan, 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.

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

herein. 

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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 one Debtor against the other 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.

Investment: The investment of $500,000.00 by any Investor.

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

Investor Claims: The Claims held by the A-1 and A-2 Investors. 

Investor Consent: The consent form which shall be mailed to all A-3 and A-4 Investors 

for the purpose of allowing such Investor to opt-in to the third party releases in the Plan.

JSAT: Jiangsu Saleen Automotive Technologies, Co., Ltd., a Chinese limited company.

JSAT Interest: The minority interest in JSAT, received in exchange for the conveyance 

of GTA’s 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, organized under the laws of the 

Peoples' Republic of China. 

Liquidating Debtor: After confirmation of this Plan, the substantively consolidated 

Debtors on and after the Effective Date for certain limited purposed described herein, with GTA

being the continuing entity.

Litigation Claims: The litigation claims held by the Debtors under Chapter 5 of the 

Bankruptcy Code.

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, consisting of 99.5 acres, more or less, owned by GTA and on which GTA 

constructed and fitted-out a manufacturing facility for automobiles and on which the A-3 LP 

holds a first priority, properly recorded, deed of trust that encumbers such manufacturing facility 

and 79.9 acres of such property, more or less (the "A-3 LP Deed of Trust") and securing one or 

more promissory notes made, executed and delivered by GTA and payable to the A-3 LP in the 

original principal amount of $6,862,000.00 (the "A-3 LP Secured Note").

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.

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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.

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

petitions for relief in the Bankruptcy Court.

Plan: The Debtors’ Fourth Amended Joint Chapter 11 Plan of Liquidation dated as of 

April 23, 2019, 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. Peter Huddleston shall serve as the Plan Administrator to initiate, 

coordinate and oversee the prosecution of Avoidance Actions, the prosecution of objections to 

claims, the distribution to Claimants, the administration of the post-confirmation estate, and, to 

the extent necessary, the wind-down and dissolution of all the Debtors and their affiliates.

Plan Documents: The Plan Documents shall include, without limitation, the Amended 

A-3 LPA.

Plan Supplement: The supplement to the Plan that will be filed by the Debtors no later 

than ten (10) days before the Confirmation Hearing and, which will include any documents listed 

in Section 10.1 of the Plan and such other documents the Debtors submit 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 thirty (30) 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 that Allowed Claim holder’s 

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

Purchaser: Encore.

Purchased Assets: The Assets (as defined in the Sale Order) that will be transferred to

the Purchaser pursuant to the APA and the Sale Order and which are more specifically defined in 

Section 1(a) of the APA.

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

or Interests shall be recognized, which shall be [], 2019. 

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

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

Section 10.1 hereof) must be Filed and served in accordance with Section 10.2, which is [], 

2019 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.

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 and for which the applicable Investors shall receive 

payment in addition to distributions, on account of Allowed Cass 6 and Class 7 Claims (if any) 

plus their other Allowed Claims regardless of classification. 

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

Debtor.

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

3.5 of the Disclosure Statement and Sections 6.2 and 6.3 of the Plan.

Sale Order. The Order (I) Authorizing the Sale of Substantially All of the Debtors’ 

Assets; (II) Authorizing the Assumption and Assignment of Executory Contracts and Unexpired 

Leases; (III) Approving Certain Deadlines and the Form, Manner and Sufficiency of Notice; and 

(IV) Granting Other Related Relief [Docket No. 557], which was entered by the Bankruptcy 

Court on April 18, 2019, and pursuant to which, the Debtors are authorized to sell and transfer 

the Assets to Encore free and clear of all liens, claims, encumbrances and interest. 

Sale Proceeds: The proceeds of the Sale of the Purchased Assets to Encore.

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.

State of Mississippi Claim: On June 28, 2018, the State of Mississippi filed a Proof of 

Claim asserting (i) a secured claim in the amount of $3,494,653.02 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 and (ii) an unsecured claim in the amount of 

$6,000,000.00 based on a pending state court action in Mississippi seeking damages for the 

breach of the duty of good faith and fair dealing.

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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.

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, and 6 which are Impaired and entitled to vote on the 

Plan.

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

1.3. Confirmation of the Plan.

1.3.1. Effect of Confirmation. Except as otherwise provided in the Plan or in 

the Confirmation Order, Confirmation will effect the distribution of the Debtors’ remaining 

assets and the dissolution of the Debtors. Confirmation serves to make the Plan binding upon the 

Debtors, all Creditors, Interest Holders and other parties-in-interest, regardless of whether they 

cast a Ballot to accept or reject the Plan.

1.3.2. Effect of Failure to Confirm the Plan. If the Plan is not confirmed by 

the requisite majorities in number and amount required by section 1126 of the Bankruptcy Code 

(the “Failure to Accept”) or if any of the other requirements for confirmation under the 

Bankruptcy Code are not met, or, if the Effective Date of the Plan does not occur, the Plan will 

be null and void in all respects and nothing contained in the Plan or the Disclosure Statement 

will: (a) constitute a waiver or release of any claims by or Claims against the Debtor; (b) 

prejudice in any manner the rights of the Debtor, any Holders of Claims or Interests, or any other 

Person; or (c) constitute an admission, acknowledgment, offer, or undertaking by the Debtor, any 

Holders of Claims or Interests, or any other Person in any respect. The Debtors may elect, but 

have no obligation, to convert their Cases to cases under Chapter 7 of the Bankruptcy Code. 

Section 1112(a) of the Bankruptcy Code governs the voluntary conversion from Chapter 11 to 

Chapter 7 and provides that a debtor may convert a Chapter 11 case to a Chapter 7 case at any 

time as of right, except in certain circumstances inapplicable here. 11 U.S.C. § 1112(a). 

1.4. Voting on the Plan.

1.4.1. Impaired Claims or Interests. Pursuant to Section 1126 of the 

Bankruptcy Code, only the Holders of Claims in Classes “Impaired” by the Plan and receiving a 

payment or distribution under the Plan may vote on the Plan. Pursuant to Section 1124 of the 

Bankruptcy Code, a Class of Claims may be “Impaired” if the Plan alters the legal, equitable or 

contractual rights of the Holders of such Claims or Interests treated in such Class. The Holders 

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of Claims not Impaired by the Plan (Class 4 (Allowed Priority Non-Tax Claims), Class 5

(Allowed Convenience Class Claims) and Unclassified Claims) are deemed to accept the Plan 

and do not have the right to vote on the Plan. The Debtors, as Holders of Claims in Class 9

(Intercompany Claims) and the proponents of the Plan, shall be deemed to accept the Plan. 

Holders of Interests in any Class which will not receive any payment or distribution or retain any 

property pursuant to the Plan (Class 7 (Allowed Claims of Class 4 Investors), Class 8 (Allowed 

Claims of Capital Wealth Holdings, Ltd. and American Theme Park Fund, LLC), Class 10

(Investor Claims) and Class 11 (WMIC Interests)) are deemed to reject the Plan and do not have 

the right to vote. 

1.4.2. Eligibility to Vote on the Plan. Unless otherwise ordered by the 

Bankruptcy Court, only Record Holders of Allowed Classes 1, 2, 3, and 6 may vote on the Plan. 

A Creditor whose Claim has been Allowed in part as a secured Claim and in part as an unsecured 

Claim is entitled to accept or reject the Plan in both capacities by casting one Ballot for the 

secured part of the Claim and another Ballot for the unsecured part of the Claim. 

1.4.3. Voting Procedure and Ballot Deadline. To ensure your vote is counted 

you must (i) complete the Ballot, (ii) complete the Investor Consent as applicable, (ii) indicate 

your decision either to accept or reject the Plan in the boxes provided in the Ballot or to opt-in to 

a certain release of Encore as set forth in the Investor Consent, and (iii) sign and return the Ballot

and the Investor Consents, if applicable, to the address set forth on the Ballot and/or Investor 

Consent (please note that envelopes and prepaid postage have not been included with the Ballot

and/or Investor Consent). BALLOTS AND INVESTOR CONSENTS MAY BE SENT BY 

U.S. MAIL, FACSIMILE TRANSMISSION OR ELECTRONIC MAIL. ANY 

EXECUTED BALLOT THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR 

REJECTION OF THE PLAN OR INDICATES BOTH AN ACCEPTANCE AND 

REJECTION OF THE PLAN WILL NOT BE COUNTED AS A VOTE EITHER TO 

ACCEPT OR REJECT THE PLAN. ANY INVESTOR CONSENT THAT DOES NOT 

SPECIFICALLY CHECK THE OPT-IN BOX WILL NOT BE EFFECTIVE AS A

RELEASE. HOLDERS OF CLAIMS IN VOTING CLASSES MUST SUBMIT A SINGLE 

BALLOT WITH RESPECT TO A CLAIM OR CLAIMS CLASSIFIED BY THE PLAN 

IN A SINGLE CLASS. IF MULTIPLE BALLOTS ARE SUBMITTED ON ACCOUNT OF 

CLAIMS IN A SINGLE CLASS, NO SUCH BALLOTS WILL BE COUNTED.

Pursuant to Bankruptcy Rule 3017, the Bankruptcy Court has ordered that Ballots 

for the acceptance or rejection of the Plan and Investor Consents must be received by the 

Debtors’ counsel, as indicated on the Ballot, on or before __________, at 5:00 p.m. (Eastern 

Time). Please refer to the Solicitation Scheduling Order for further voting procedures and rules.

1.5. Acceptance of the Plan. As a Creditor, your acceptance of the Plan is important. 

In order for the Plan to be accepted by an Impaired Class of Claims, a majority in number and 

two-thirds in dollar amount of the Claims voting (of each Impaired Class of Claims) must vote to 

accept the Plan, or the Plan must qualify for cramdown of any non-accepting Class of Claims 

pursuant to Section 1129(b) of the Bankruptcy Code. In any case, at least one impaired Class of 

Creditors, excluding the votes of insiders, must actually vote to accept the Plan. YOU ARE 

URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL, FAX, OR E-MAIL

THE BALLOT ATTACHED TO THE NOTICE AS WELL AS THE INVESTOR 

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CONSENT. PLEASE BE SURE TO COMPLETE THE BALLOT PROPERLY AND 

LEGIBLY IDENTIFY THE EXACT AMOUNT OF YOUR CLAIM AND THE NAME OF 

THE CREDITOR. 

2. THE DEBTORS.

2.1. Description of Debtors, Debtors’ History, and Debtors’ Business. 

2.1.1. The Debtors’ Formation and Purpose. GTA was organized in 

Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy 

efficient automobiles, including electric cars. In 2010, GTA acquired assets including intellectual 

property, relating to an electric vehicle known as the “My Car”. In 2011, GTA entered into a 

Memorandum of Understanding with the State of Mississippi Development Authority and the 

Board of Supervisors of Tunica County, Mississippi, pursuant to which the State of Mississippi 

and Tunica County agreed to provide a loan and certain additional financial incentives to GTA to 

support job creation through GTA’s manufacturing operations in Tunica County. GTA owns a 

manufacturing facility and related equipment in Robinsonville, Tunica County, Mississippi. 

WMIC is a holding company that is the holder of a majority of the outstanding shares of 

common stock of GTA.

For the period from 2009 until 2013, GTA received investments aggregating 

$141.5 million from a total of approximately 283 individuals in four distinct investment 

transactions, referred to herein as the “A-1”, “A-2”, “A-3” and “A-4” investment tranches. In 

the A-1 tranche, 57 investors invested an aggregate of $28.5 million in GTA’s Series A-1 

Preferred Stock. In the A-2 tranche, 35 investors invested an aggregate of $17.5 million in 

additional shares of GTA’s Series A-1 Preferred Stock. In the A-3 tranche, 89 investors invested 

an aggregate of $44.5 million in limited partnership interests in GreenTech Automotive Capital 

A-3, L.P., which funds were, in turn, loaned to GTA. In the A-4 tranche, 102 investors invested 

an aggregate of $51 million in GTA’s Series A-2 Preferred Stock. The A-1 through A-4 tranches 

were intended to qualify for the Employment-Based Immigration Preference program, known as

“EB-5”, 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 economicallychallenged localities in the United States. Each of the investors in the A-1 through A-4 tranches 

is a participant in the EB-5 program. 

2.1.2. Significant Early Events. From 2013 to 2018, the Companies 

experienced significant financial, operational and litigation challenges:

 In 2013, the conservative-oriented online news organization Franklin Center for 

Government and Public Integrity (the “Franklin Center”), through its watchdog.org 

web site, published a series of 76 negative articles containing certain false and 

defamatory statements targeting GTA, which was previously affiliated with Terrence 

McAuliffe (who at that time was running for Governor of the Commonwealth of 

Virginia) and Anthony Rodham (whose sister is Hillary Rodham Clinton). GTA

pursued defamation claims against the Franklin Center in the Mississippi and Virginia 

courts, and such claims were ultimately resolved. However, the adverse publicity as a 

result of the watchdog.org articles and the extensive follow-on coverage in major 

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media outlets had an extremely negative impact on the governmental, investor and 

public perception of GTA and its business.

 As a result of the negative publicity, the Securities Exchange Commission (“SEC”) 

commenced an investigation of GTA and its business activities. While the SEC 

ultimately declined to pursue enforcement action against GTA, the investigation itself 

and the burden of the required responses to the SEC’s inquiries further damaged GTA

and its business prospects.

 The Office of the Inspector General of the Department of Homeland Security

(“DHS”) conducted an investigation of GTA and the involvement of Mr. McAuliffe 

in communications with the DHS’s U.S. Citizenship and Immigration Services

(“USCIS”). The resulting report of the Inspector General in 2015, and the 

involvement of high-profile Republican legislators such as Senator Chuck Grassley in 

the matter, further impaired GTA’s reputation and fundraising capability and, 

importantly, the orientation of USCIS toward the Investor petitions for permanent 

residency under the EB-5 program.

 In early 2015, Plastech Holdings Company (“PHC”), a Michigan firm, filed a 

complaint against GTA and certain of its affiliates in the United States District Court 

for the Eastern District of Michigan (Southern Division) (the “PHC Litigation”). 

PHC falsely accused GTA of tortious interference with PHC’s alleged contractual 

relationship with a Chinese automotive manufacturer, Anhui Jianghuai Automobile 

Co., Ltd. (“JAC”), with whom GTA had established a cooperative vehicle 

development and marketing arrangement. After protracted litigation and discovery, 

GTA secured the dismissal of the PHC Litigation when GTA established conclusively 

that PHC had forged JAC’s signature on a fabricated agreement that was the 

foundation of PHC’s claims against GTA. PHC appealed the dismissal to the Sixth 

Circuit Court of Appeals (the “PHC Appeal”), which ruled that the appeal was 

stayed against GTA and its affiliates.

 As a result of the PHC Litigation, GTA incurred significant legal and other expenses. 

It also was forced to terminate abruptly its business relationship with JAC, forfeiting 

a substantial deposit, stranding substantial start-up expenses, and resulting in other 

damages totaling in tens of millions of dollars. The PHC Litigation effectively 

destroyed GTA as a viable enterprise.

 Pre-petition, GTA filed a civil action (the “PHC/Susman Litigation”) against PHC 

and its counsel, Susman Godfrey LLP (“Susman”), seeking to recover damages 

resulting from PHC’s and Susman’s pursuit of claims which they knew were 

fraudulent. The Susman Litigation was filed in the United States District Court for 

the Eastern District of Michigan (Southern Division), the same court that dismissed 

the fraudulent claims against GTA in the PHC Litigation, which administratively 

closed the case without prejudice to reopen the case upon the filing of an appropriate 

motion once the merits of the appeal of the Court’s dismissal of the original PHC 

Litigation.

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In addition to these events, GTA experienced personnel issues and manufacturing and 

other difficulties which impeded GTA’s ability to meet its ambitious business plan. 

Notwithstanding its early success in fundraising, the combination of these circumstances

ultimately resulted in severe economic hardship for GTA. GTA was forced to substantially limit 

operations in Mississippi, even though it had been successful in establishing the business 

opportunity with the Chinese firm JAC and had in fact commenced limited production of its 

MyCar vehicle in Mississippi.

2.1.3. The JSAT Interest. In 2016, GTA entered into a relationship with a 

newly organized automotive enterprise in China, Jiangsu Saleen Automotive Technologies, Co., 

Ltd (“JSAT”). In order to preserve the value of GTA for its Investors, GTA entered into an 

arrangement with JSAT whereby GTA conveyed rights in its MyCar intellectual property and 

certain engineering assistance to JSAT in exchange for a minority interest in JSAT (the “JSAT 

Interest”). The percentage interest in JSAT received by GTA was based on a third party 

appraisal of GTA’s assets. The JSAT Interest is held on behalf of GTA by a subsidiary of 

WMIC and is the principal asset of GTA apart from its manufacturing facility.

2.1.4. Events Leading to the Bankruptcy Filing. For more than the past

several years, GTA has continued to survive only through advances from its principal 

stockholder and the receipt of fees for engineering services from JSAT. During this time period, 

certain Investor groups have sued the Debtors, as has the State of Mississippi and Tunica 

County. This new wave of litigation consumed the Debtors’ dwindling resources. To address the 

looming liquidity crisis, the Debtors explored outside financing and possible sale options for the 

past two years. Although the Debtors had some promising leads, these leads did not materialize 

in a definitive transaction.

In 2017 GTA sought to arrange for the purchase of the JSAT Interest by a Chinese 

investment fund and obtained support for the transaction from a significant portion of its 

Investors. However, that transaction was conditioned upon there being no pending major 

litigation involving GTA. Unfortunately, GTA was unable to satisfy this condition due to the 

pendency of litigation against GTA, WMIC and their affiliated entities, including claims asserted 

by the Xia Bi Group (as defined in Section 2.3.4 below) in a civil action pending before the 

United States District Court for the Eastern District of Virginia.

Given these circumstances, the Debtors determined, in the prudent exercise of their 

business judgment, that filing bankruptcy petitions under chapter 11 of the Bankruptcy Code 

represented the best alternative to stabilize their businesses, provide access potentially to 

financing for business operations and to ensure the preservation and realization of maximum 

value for the benefit of their Estates.

2.2. The Bankruptcy Filings, First Day Motions, and Retention of Professionals. 

On February 26, 2018 (the “Petition Date”), GTA and WMIC each filed a 

voluntary petition for relief under chapter 11 of the Bankruptcy Code, initiating their respective 

Chapter 11 Cases. Also on February 26, 2018, GTA’s affiliates Gulf Coast Funds Management, 

LLC (“GCFM”), GreenTech Automotive Capital A-3 GP, LLC (“A-3 GP”), GreenTech 

Automotive Partnership A-3, L.P. (“A-3 LP”) and American Immigration Center, LLC (“AIC”) 

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(collectively, the “Affiliates”) each filed a voluntary bankruptcy petition. The Cases are being 

jointly administered under the lead case of GTA, captioned as In re GreenTech Automotive, Inc., 

et al. (Case No. 18-10651-BFK). Other than the filing of the bankruptcy petitions and certain 

administrative orders, there has been no activity in the Affiliates’ bankruptcy cases. The 

Affiliates’ bankruptcy cases have now been administratively stayed at the request of the United 

States Trustee.

In conjunction with the filing of the Cases, the Debtors filed several “First Day” 

motions, including (a) the Debtors’ Motion for an Order Directing Joint Administration of 

Chapter 11 Cases [Docket No. 43]1; (b) the Debtors’ Motion for an Order Extending the Time to 

File Schedules and Statements of Financial Affairs [Docket No. 17]; (c) the Debtors’ Motion for 

an Administrative Order (i) Limiting Number of Recipients of Future Notices and (ii) 

Designating Form and Manner in Which Notices May Be Sent to Certain Interested Parties

[Docket No. 67]; (d) the Debtor’s Motion for Entry of an Order (a) Authorizing, But Not 

Directing the Debtor to Pay Certain Pre-Petition (i) Wages, Salaries, and Other Compensation, 

(ii) Reimbursable Employee Expenses, and (iii) Employee Medical and Similar Expenses; and 

(b) Authorizing and Directing Banks and Other Financial Institutions to Honor All Related 

Checks and Electronic Payment Requests [Docket No. 42]; and (e) the Debtor’s Motion for 

Entry of an Order (i) Prohibiting Utilities from Altering, Refusing or Discontinuing Service, (ii) 

Deeming Utility Companies Adequately Assured of Future Performance and (iii) Establishing 

Procedures for Determining Requests for Additional Adequate Assurance [Docket No. 44]. 

These Motions were all granted by Court order.

The Bankruptcy Court has approved the employment of the following professionals in 

these Cases: (i) Crowell & Moring LLP, as lead bankruptcy counsel to the Debtors, approved by 

Order dated April 19, 2018 [Docket No. 124]; (ii) Hirschler Fleischer, as local bankruptcy 

counsel to the Debtors, approved by Order dated April 19, 2018 [Docket No. 125]; and (iii)

Horne LLP, as tax accountants to the Debtors, approved by Order dated April 19, 2018 [Docket 

No. 127]. 

2.3. Significant Post-Petition Events. The Debtors continue to operate their 

businesses and manage their property as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or 

examiner and no official committee of creditors has been appointed in the Cases.

2.3.1. Cost Saving Measures and Operational Motions. During the pendency 

of the Bankruptcy Cases, the Debtors have been successful in reducing their expenses, 

leveraging their cash assets, and obtaining a source of funding for the Cases. First, as of the 

Petition Date, the Debtors had a corporate credit card with First National Bank of Omaha 

(“FNBO”), which FNBO required to be backed by a $50,000.00 collateral account at Chain 

Bridge Bank. Upon the filing of the Cases, however, the Debtors cancelled the FNBO credit

card and thereafter secured the return of the funds in the collateral account by Court order 

[Docket No. 138]. Second, the Debtors were able, with authorization from the Court [Docket 

 

1

 Unless otherwise specifically stated, all docket numbers refer to the Docket in the designated lead Case of GTA, 

Case No. 18-10651-BFK.

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No. 89], to accept $85,000.00 from JSAT to pay the deposit for certain “ATA Carnet Bonds” for 

five demonstration cars owned by the Debtor and located in China. Because JSAT paid the fee 

for the 2018 bonds, the Debtors received the $85,000.00 deposit being held as of the Petition 

Date in connection with the 2017 ATA Carnet Bonds and were able to avoid spending critical 

estate funds to ship the demonstration cars back from China. The Debtors successfully 

negotiated with certain of the Investors to obtain their consent to use such Investors’ Returned 

Administrative Fee, in the amount of $60,000.00 per consenting Investor, to fund the ongoing 

expenses of GTA’s business operations and the Estates. The Court entered an order authorizing 

the Debtor to use these Returned Administrative Fees on May 24, 2018 [Docket No. 154], 

thereby resolving the Debtor’s immediate need to obtain DIP financing. On October 30, 2018, 

GTA filed a motion to reject its lease for office space in Sterling, Virginia and to approve a 

Lease Termination Agreement pursuant to which its landlord would apply the security deposit to 

rejection damages claim and waive any further claims. On Febtuary 15, 2019, the Court entered 

a final order permitting the Debtors to utilize the sum of $400,000 to fund estate administration

(the “Investor DIP” [Docket No. 497], which sum was provided by certain of the investors in 

Encore. Under the order approving the Investor DIP, the Investor DIP may be utilized as an 

offset against the cash price for the acquisition of the Purchased Assets.

2.3.2. Extension of the Exclusive Periods. In order to have sufficient time to 

discuss the components of the Plan with the various Creditor and Investor Groups, the Debtors 

requested and obtained several extensions of the exclusive periods to file a plan and solicit 

acceptances thereof. By order entered on March 19, 2019 [Docket No. 529], the Debtors’ period 

to solicit acceptances of a Plan through and including May 22, 2019.

2.3.3. Contested Matters. Approximately one month after the Cases were 

filed, before the Debtors filed their Schedules or the meeting of creditors was held, a group of A3 Investors, known as the “Xia Bi Group” filed a Motion to Dismiss the Debtors’ Cases. The 

Xia Bi Group is the plaintiff in a civil action filed prior to the Petition Date in the United States 

Bankruptcy Court for the Eastern District of Virginia (Alexandria Division), captioned as Xia Bi, 

et al. v. GreenTech Automotive, Inc., et al. (Case No. 1-17-cv-01459-CMH-IDD) (the “Xia Bi 

Litigation”), which named the Debtors, certain of the Affiliates, Terrence McAuliffe, and 

Anthony Rodham as Defendants. The Xia Bi Litigation was stayed as to the Debtors and 

Affiliates, but is going forward as to Defendants McAuliffe and Rodham, who have both filed 

Motions to Dismiss the Amended Complaint filed by the Xia Bi Group. On September 5, 2018, 

the Court dismissed all Claims in the Xia Bi Litigation against Defendants McAuliffe and 

Rodham. That order is currently on appeal to the Fourth Circuit.

On June 22, 2018, the Debtors filed an Objection (the “PHC Claim Objection”) [Docket 

No. 195] to the PHC Claim. PHC filed the PHC Claim in the amount of $35 million. For the 

reasons discussed above with respect to the PHC Litigation, the Debtors have requested that the 

Court strike the PHC Claim in its entirety or, in the alternative, value the PHC Claim at $0 for 

Plan distribution and Plan voting purposes. A hearing on the Objection to the PHC Claim was 

originally scheduled for July 24, 2018. On July 17, 2018, PHC filed a Motion for Relief from 

the Automatic Stay (the “Relief from Stay Motion”) [Docket No. 217], seeking to lift the 

automatic stay to allow the Sixth Circuit Court of Appeals to hear and decide the PHC Appeal. 

A hearing on the PHC Claim Objection and the Relief from Stay Motion was held on August 2, 

2018. On August 17, 2018, the Bankruptcy Court issued an order (a) lifting the automatic stay 

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solely to allow the Sixth Circuit Court of Appeals to hear and determine the PHC Appeal, (b) 

overruling the PHC Claim Objection without prejudice, (c) estimating the PHC Claim in the 

amount of $7 million for purposes of voting under the Plan, and (d) requiring the Debtors to 

reserve the full amount of the PHC Claim for purposes of distribution under the Confirmed Plan. 

On August 17, 2018, the Debtors filed a motion with the Sixth Circuit Court of Appeals 

requesting an expedited oral argument on the PHC Appeal. The Sixth Circuit Court of Appeals 

set oral argument for October 2, 2018. Prior to the oral argument, the parties commenced 

discussions aimed at a global resolution of the disputes and all related claims. The parties 

reached a proposed settlement whereby, subject to Bankruptcy Court approval (i) PHC will pay 

$25,000.00 to the Debtors, (ii) Susman Godfrey paid $15,000.00 to the Debtors, and (iii) the 

parties mutually released all claims. On November 19, 2019, the Court entered an order 

approving the settlement with PHC and Susman Godfrey [Docket No. 379].

Finally, on July 27, 2018, the Debtors filed an adversary proceeding against Gilbert 

Villareal and Suzanne Villareal for breach of a Settlement Agreement and Mutual Release dated 

January 11, 2016, between Mr. Villareal and WMIC (the “Villareal Settlement Agreement”) 

and certain documents related thereto, all dated as of January 11, 2016, including but not limited 

to (i) a Promissory Note in the amount of $1,800,000.00 from Mr. and Mrs. Villareal to GTA, 

(ii) a Security Agreement from Mr. and Mrs. Villareal, Concorde Marine, Inc., and Concorde 

Manufacturing, Inc., for the benefit of GTA, (iii) and a Guarantee from Concorde Marine, Inc. 

and Concorde Manufacturing, Inc. for the benefit of GTA (collectively with the Villareal 

Settlement Agreement, the “Villareal Settlement Documents”). Mr. Villareal is a former 

employee of GTA who, among other things, defrauded the Debtors and converted the Debtors’ 

property. In lieu of pursuing litigation, Mr. Villareal and the Debtors entered into the Villareal 

Settlement Documents, whereby Mr. Villareal agreed to make escalating monthly payments in 

amounts from $20,000.00 per month to $36,000.00 per month through July 1, 2018, at which 

time a balloon payment in the amount of $950,000.00 would be due. Mr. Villareal has failed to 

make full monthly payments commencing in December 2017 through the present and the amount 

of approximately $1.4 million currently is due. The Adversary Proceeding is captioned as 

GreenTech Automotive, Inc., et al v. Gilbert Villareal, et al., Adv. Pro. No. 18-01081-BFK. On 

the eve of trial, the Debtors settled their disputes with Villareal for the sum of $170,000.00 to be 

paid over several months. On March 28, 2019, the Court approved the settlement with Villareal

in the Adversary Proceeding Docket [Docket No. 23].

2.3.4. Disputed Claims. There are at least two disputed claims that, if not resolved by 

negotiation, may have to be resolved through the claims resolution or confirmation process.

A. State of Mississippi. On June 28, 2018, the State of Mississippi filed a 

proof of claim asserting a secured claim in the amount of $3,494,653.02 and an 

unsecured claim in the amount of $6,000,000.00. The Debtors’ vigorously dispute the 

State’s secured claim because the State failed to file an exhibit listing the equipment with 

its UCC-1 financing statement. Thus, based on the strong-arm provision of Section 544 

of the Bankruptcy Code, the State is an unsecured creditor (although its treatment is 

different based on the allegations of secured status in its proof of claim). Additionally, 

the Debtors believe to be without merit the asserted $6 million unsecured claim against 

GTA based on an alleged breach of the duty of good faith and fair dealing as set forth in 

the Amended Complaint filed in the Chancery Court of Hinds County, Mississippi, First 

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Judicial District. Additionally, based on recent paystubs to the State of Mississippi, the 

principal amount due is $2,850,000.00, plus interest in the amount of approximately 

$400,000.00. The Debtors and the State of Mississippi are continuing to engage in 

discussions regarding consensual plan treatment for the State and the Debtors are 

cautiously optimistic that a final resolution can be reached. In the event that the State and 

the Debtors cannot reach an agreement as to treatment under the Plan, the secured or 

unsecured status of the claim and the amount of the Claim, the Debtors may seek to 

object to the claim and estimate it at a far lower number than asserted.

B. Tunica County. On June 29, 2018, Tunica County filed a proof of claim 

asserting a secured claim in the amount of $2,000,000.00, plus interest and expenses. 

Based on a recent survey of the Mississippi Parcel, Tunica County has a security interest 

in only 19.6 acres of unimproved land, the value of which is estimated at $394,000.00, 

based on an aggregate value of $2,000,000.00 for the entire 99.5 acre tract as 

unimproved. In the event that the County and the Debtors cannot reach an agreement as 

treatment under the Plan, the secured or unsecured status of the claim and the amount of 

the Claim, the Debtors may seek to object to the claim and estimate it at a far lower 

number than asserted.

C. The Disputed Judgment Creditors. On August 2, 2017, the Circuit 

Court for Fairfax County, Virginia entered a judgment against Gulf Coast Funds 

Management, LLC, A-3 LP, GreenTech Automotive Capital A-3 GP, LLC and GTA in 

the amount of $6,720,000.00, plus interest, costs, and fees, in favor of the Disputed 

Judgment Creditors. Although the Disputed Judgment Creditors did not attempt to levy 

or attach any assets of GTA, the Disputed Judgment Creditors assert a secured lien on all 

of GTA’s intangible personal property, including the JSAT Interest, based on the delivery 

of the Writs of Fieri Facias to a private process server prior to the preference period. 

The Debtors dispute the lien claim based on a variety of legal and factual issues, 

including, without limitation, that the JSAT Interest and the economic rights flowing 

therefrom are located in China and that the value of the assets, at the time of the 

attachment of the alleged lien, was immaterial and subject to a substantial contingency 

prior to any value accruing to the JSAT Interest. The Debtors and the Disputed Judgment 

Creditors are engaged in discussions regarding the treatment of the Claims under the 

Plan, which Claims are classified in Classes 3, 6 and 7. The Debtors are cautiously 

optimistic that these discussions will result in a final resolution. On December 7, 2018, 

the Debtors filed an objection to the claim filed by the Disputed Judgment Creditors 

[Docket no. 398]. On December 17, 2019, the Disputed Judgment Creditors filed a 

motion to estimate their claim for voting purposes on the then applicable proposed plan 

of liquidation.

2.3.5 The Asset Purchase Agreements, Auction Procedures Motions and 

Liquidating Plans. On July 3, 2018, the Debtors filed their Joint Chapter 11 Plan of Liquidation 

[Docket No. 210] and a proposed disclosure statement in connection therewith [Docket No. 211]. 

On July 24, 2018, the Debtors filed their Amended Joint Chapter 11 Plan of Liquidation [Docket 

No. 232] and a proposed disclosure statement in connection therewith [Docket No. 233]. On 

August 20, 2018, the Debtors filed their Second Amended Joint Chapter 11 Plan of Liquidation 

(may be further amended, the “Plan”) [Docket No. 279] and a proposed disclosure statement in 

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connection therewith (as may be further amended, the “Disclosure Statement”) [Docket No. 

280].

In furtherance of the Plan confirmation process, on August 14, 2018, the Debtors filed 

their Motion to (I) Approve Disclosure Statement, (II) Waiving the Notice Requirements Under 

Local Bankruptcy Rule 3003-1, (III) Approve Forms of Ballot, (IV) Establish Voting Deadline 

and Procedures For Vote Tabulation, and (V) Approve Form of Notice and Granting Related 

Relief [Docket No. 234] (the “Initial Motion to Approve Disclosure Statement”) and the 

Debtors’ Motion for an Order (A) Approving Bidding Procedures for the Sale of the Debtor’s 

Assets; (B) Authorizing and Scheduling an Auction (C) Approving Certain Deadlines and the 

Form, Manner and Sufficiency of Notice; and (D) Granting Other Related Relief [Docket No. 

265] (the “Initial Auction Procedures Motion”). The Initial Auction Procedures Motion 

included as an exhibit the form of Asset Purchase Agreement (the “Initial APA”) which the 

Debtors had negotiated with Shenzen Jin Hong Investment Management Co., Ltd., commonly 

known in China as Golden Resources (“GR” or “Purchaser”). The Initial APA involved a cash 

component and an equity component, which was memorialized in such APA and Plan.

The original hearing on the Motion to Approve Disclosure Statement and Initial Auction 

Procedures Motion was scheduled for August 21, 2018. Within a few hours of the 

commencement of the hearing GR advised Debtors’ counsel that it was not prepared to move 

forward with the acquisition of the Assets (as defined below) pursuant to the Initial APA due to 

(i) an economic downturn in China which affected the value of proposed equity trade and (ii) the 

absence of third-party releases from the Chinese investors holding debt claims against GTA. 

Such releases are critical to GR’s ability to consummate a transaction whereby GR would

“inject” the JSAT Interest into a Chinese public company, which is the ultimate goal of GR in 

acquiring the Assets.

Subsequent to August 21, 2018, the Debtors reengaged with GR and their major 

stakeholders to formulate a revised purchase offer from GR and a further amended plan. After 

exhaustive negotiations, the Debtors and GR entered into the binding term sheet, the key 

elements of which were incorporated into and Asset Purchase Agreement. Pursuant to the terms 

such Assets Purchase Agreement, GR was to purchase, for the sum of $50 million, substantially 

all the Debtors’ Assets, including (i) the Mississippi Parcel, (ii) the JSAT Interest, (iii) litigation 

claims, if any, that exist, and have not been settled or released, as of the Effective Date of the 

Plan, excluding avoidance actions pursuant to the Bankruptcy Code, which would remain with 

the Liquidating Trustee of the Debtors, and (iv) all of the membership interests in GCFM. 

On October 17, 2018, the Debtors filed their Amended Motion for an Order (A) 

Approving Bidding Procedures for the Sale of the Debtor’s Assets; (B) Authorizing an Auction 

(C) Approving Certain Deadlines and the Form, Manner and Sufficiency of Notice; and (D) 

Granting Other Related Relief [Docket No. 328] (the “Second Auction Procedures Motion”). 

As noted above, the Second Auction Procedures Motion included as an exhibit an asset purchase 

agreement. The Auction Procedures Motion was approved by Order entered on October 31, 

2018 [Docket No. 350], as corrected by Order entered on November 1, 2018 [Docket No. 355].

On October 30, 2018, the Debtors also filed their Amended Motion to (I) Approve 

Disclosure Statement, (II) Waive the Notice Requirements Under Local Bankruptcy Rule 3003-

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1, (III) Approve Forms of Ballots and A-3 Investor Consent, (IV) Establish Voting Deadline and 

Procedures For Vote Tabulation, and (V) Approve Form of Notice and Granting Related Relief 

(the “Motion to Approve Disclosure Statement”). On November 13, 2018, a hearing was held 

on the Motion to Approve Disclosure Statement, at which time the Court approved the 

Disclosure Statement.

On October 30, 2018, the Debtors filed their Third Amended Plan and Disclosure 

Statement thereon. On November 19, 2018, the Debtors filed the Modified Third Amended Plan 

and Disclosure Statement. 

On November 26, 2018, the Court entered an Order approving the Disclosure Statement 

[Docket No. 381]. On November 7, 2018, the Debtors, through counsel, served the Plan, 

Disclosure Statement and all related solicitation materials on all creditors and parties in interest. 

The Debtors, through counsel, also arranged for all solicitation materials to be translated into 

Chinese. These translations were served on all of the Debtors’ Chinese creditors. Also, through 

counsel, the Debtors arranged for advertising in the Washington Post of the auction sale and 

plan. Confirmation of the Plan was scheduled for December 21, 2018. The Debtors requested 

and were granted a continuance of the confirmation hearing to January 16, 2019, to allow 

additional time for the Debtors to receive a deposit from GR as the stalking horse bidder. 

Notwithstanding the additional three week period, GR never posted the deposit.

Shortly before the January 16, 2019 hearing, the Debtors were advised that a group of A3 and A-4 investors (the “Investor Group”), teamed with a private equity concern named 

Encore were preparing a bid for the purchase of substantially all of the Debtors’ assets, including 

the real property, plant and equipment comprising the Debtors’ manufacturing facility, as well as 

the JSAT Interest. Because, in the Debtors’ estimation, this bid could potentially generate a 

much better return for creditors than a transfer of the assets to a liquidating trust (which was 

contemplated under Scenario 2 in the prior Plan), the Debtors, after consulting with certain of 

their major stakeholders, requested a further continuance of the Plan confirmation hearing, which 

was scheduled for February 12, 2019. 

At the February 12, 2019, hearing on the confirmation of Plan, Debtors’ counsel advised 

the Court of the status of the potential deal with the Investor Group. Counsel advised the Court 

that the Debtors and the Investor Group had negotiated a draft asset purchase agreement and had 

prepared and circulated proposed auction procedures but needed more time to file a motion to 

approve the auction procedures and the ultimate sale pursuant thereto. 

After exhaustive negotiations, the Debtors and the Investor Group prepared the APA. 

Under the APA, the Purchased Assets, which are more specifically defined in the APA, include:

(i) all real and personal property owned by GreenTech, including the Mississippi Parcel, (ii) the 

JSAT Interest, (iii) litigation claims, if any, that exist, and have not been settled or released, as of 

the Closing Date (as defined in the APA), excluding avoidance actions pursuant to Chapter 5 of 

the Bankruptcy Code, (the “Litigation Claims”), (iv) all assets of Gulf Coast Funds 

Management, LLC, a Louisiana limited liability company (the “GCFM Assets”), which is a 

wholly owned subsidiary of WMIC, and (v) all Accounts Receivable, Intellectual Property, 

Intellectual Property Licenses (all as defined in the APA) and all other tangible or intangible 

assets of the Debtors (the “Other Assets”). 

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The consideration for the Purchased Assets is $8,000,000.00, plus a waiver by a number

of members of the Investor Group to any distribution under any plan of liquidation or 

reorganization proposed by any of the Debtors and confirmed by the Bankruptcy Court arising 

from or related to their respective investments in GreenTech Automotive Partnership A-3, LP or 

GTA, as applicable (as defined in the APA). 

On March 19, 2019, the Court approved the auction procedures and scheduled an auction 

for April 11, 2019 and a sale hearing for April 16, 2019 [Docket No. 534]. 

No bidders other than Encore submitted bids and the scheduled Auction was cancelled. 

On April 16, 2019, the Court approved the Sale of the Purchased Assets to Encore and on April 

18, 2019, entered the Sale Order.

3. THE PLAN

3.1. Purpose of the Plan and General Overview. The Plan provides for the 

substantive consolidation of the Cases, with GTA being the surviving entity. Pursuant to the 

Plan, the Debtors will effect the distribution of the Debtor’s available Cash, which is mostly 

comprised of the Sale Proceeds. After confirmation of the plan, GTA shall continue its corporate 

existence for a limited period and for a limited purpose as the Liquidating Debtor. The 

Liquidating Debtor, through the Plan Administrator, shall make all distributions under the Plan,

object to Claims, commence Avoidance Actions, and perform necessary administrative 

functions, in the sole and absolute discretion of the Plan Administrator, and, if necessary, 

effectuate a wind-down of the Debtors’ remaining business and the businesses of the Debtors’ 

affiliates.

The Plan provides for 11 Classes of Claims and Interests Claims. Classes 4 and 5 are 

unimpaired Classes under the Plan. Classes 1, 2, 3, 6, 7, 8, 9, 10 and 11 are Impaired Classes

under the Plan.

The bar date for filing non-governmental Claims was July 5, 2018. Certain Claimants 

requested and received one or more extensions of the bar date; all such extensions of the bar date 

have now expired. The bar date for filing governmental Claims was August 27, 2018. The 

Debtors are in the process of evaluating all filed proofs of Claim to determine what objections to 

Claims are necessary and appropriate. 

3.2. Substantive Consolidation. 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 consolidated, (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, and (iv) each Claim filed 

in the Case of any Debtor will be deemed filed against the consolidated Assets of the Debtors, in 

accordance with the substantive consolidation of the Assets and liabilities of the Debtors; 

however, and notwithstanding the foregoing, such substantive consolidation shall not impair or 

diminish any valid security interest, lien or encumbrance in any Asset of either Debtor, such 

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security interests, liens and encumbrances, being, and continuing to be, enforceable to the same 

extent as if there had been no substantive consolidation hereunder. The cases of the jointly 

administered debtors other than the Debtors shall be dismissed upon entry of the order 

confirming this Plan. A-3 LP, which is the subject of a stayed bankruptcy case, shall continue to 

exist after dismissal and be governed by the Amended and Restated A-3 LPA.

3.3. Classification and Treatment of Claims and Interests under the Plan. All 

Allowed Claims and Interests, except the Allowed Unclassified Claims, are placed in the Classes 

set forth in Article IV of the Plan. In accordance with section 1123(a)(1) of the Bankruptcy 

Code, Administrative Expense Claims, Professional Fee Claims and Priority Tax Claims have 

not been classified. A Claim or Interest is classified in a particular Class only to the extent that 

the Claim or Interest qualifies within the description of that Class and is classified in other 

Classes to the extent that any remainder of the Claim or Interest qualifies within the description 

of such other Classes.

3.3.1. Unclassified Claims. Except for Professional Fee Claims, the treatment 

of which is described below, the Debtors assert that no amount is due on Administrative Expense 

Claims, as such Claims have been previously satisfied, shall be satisfied by the Debtors prior to 

the Effective Date. Each Holder of an Allowed Unclassified Claim that has not been satisfied 

shall be paid by the Debtors the full amount of such Allowed Unclassified Claim, in Cash on or 

as soon as reasonably practicable after the Effective Date or on the date on which such Allowed 

Unclassified Claim becomes due and payable pursuant to the terms thereof, the agreement upon

which such Allowed Unclassified Claim is based, or any applicable Order of the Bankruptcy 

Court. 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(s) against any of the Debtors, the Estates, the Liquidating 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.

Each holder of an Allowed Priority Tax Claim shall receive, at the sole option of 

the Liquidating Debtor, in full satisfaction, settlement, release and discharge of, and in exchange 

for such Allowed Priority Tax Claim: (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 or 

(ii) such other treatment as to which the Liquidating Debtor and such Holder shall have agreed 

upon in writing. 

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 fortyfive (45) days after the Effective Date. A hearing on final allowance of Professional Fee Claims 

shall be held as soon as practicable after such applications for Professional Fee Claims are Filed. 

Professional Fee Claims that are allowed by a Final Order of the Bankruptcy Court shall be paid

by the Plan Administrator, acting on behalf of the Liquidating Debtor from available Cash, 

including the Sale Proceeds. 

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3.3.2. Classified Claims. As set forth in Article IV of the Plan, Claims 

classified by the Plan shall be treated and classified as follows: 

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 cash from 

Sale Proceeds equal to the amount of its 

Allowed Secured Tax Claim. The Tunica 

County Secured Tax Claim shall be Allowed 

in the amount of $465,133.05. 

$465,133.05; 

full payment on 

the Effective 

Date

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 Cash equal 

to the amount of its Allowed Secured Claim 

in the amount of $394,000.00. 

$394,000.00 

Secured Claim; 

full payment on 

the Effective 

Date

100%

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 Cash from 

Sales Proceeds equal to the amount of its 

Allowed Secured Claim in the amount of 

$6,898,000.00, minus the pro rata portion of 

the distributions attributable to the 

Distribution Waiving A-3 Investors.

$4,706,870.59

payment on the 

Effective Date

100%

4 Allowed 

Priority NonTax Claims

Unimpaired, 

Deemed to 

Accept

The Debtors assert that no amount is due on 

account of Class 4 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 Sale 

Proceeds on the 

Effective Date

100%

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Class Type

Status 

Under Plan Treatment

Estimated 

Aggregate 

Amount in 

Class ($)

Estimated 

Recovery of 

Class (%)

5 Allowed 

Convenience 

Class Claims

Unimpaired, 

Deemed to 

Accept 

This Class is comprised of the Holders of 

Allowed Unsecured Claims in an amount of 

less than $10,000.00 for each Claim. On or 

as soon as practicable after the Effective 

Date, Holders of Allowed Claims in this 

Class shall receive full payment on account of 

their Claims in cash from the Sale Proceeds. 

The Debtors estimate that the total amount of 

Convenience Class Claims is in the amount of 

$62,708.38.

$62,708.38; 

Paid on 

Effective Date

100%

6 Allowed 

Unsecured 

Claims, 

including the 

unsecured 

deficiency 

claims of the 

A-3 LP

Impaired, 

Entitled to 

Vote

All creditors asserting unsecured claims that 

are not otherwise classified in the Plan

including the unsecured deficiency of the A-3 

LP shall receive an aggregate distribution of

$1,474,467.71 in Cash, which is a dividend 

of approximately 5% on account of total 

Claims in the amount of approximately 

$30,354,990.31 minus the pro rata 

distribution allocable to the Distribution 

Waiving A-3 Investors. Additionally, each 

non-consenting A-3 Investor shall receive 

his/her applicable Returned Administrative 

Fee.

$1,474,467.71

Paid on 

Effective Date

5%

7 Allowed A-4 

Investor 

Claims

Impaired, 

Deemed to 

Reject

No recovery under the Plan, other than the 

return to each non-consenting A-4 Investor

his/her applicable Returned Administrative 

Fee.

$5,585,000.00 0%

8 Allowed 

Claims of 

Capital 

Wealth 

Holdings, 

Ltd. and 

American 

Theme Park 

Fund, LLC 

Impaired, 

Deemed to 

Reject

No recovery under the Plan. $21 million 0%

9 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%

10 Investor 

Claims

Impaired, 

Deemed to 

Reject

Holders of Investor Claims will not receive 

any recovery on account of their claims.

$51 million 0%

11 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%

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3.4. Acceptance or Rejection of the Plan. Classes 1 (Allowed Tunica County 

Secured Tax Claim), 2 (Allowed Tunica County Secured Claim), 3 (Allowed A-3 LP Secured 

Claim), and 6 (Allowed Unsecured Claims) are Impaired Classes under the Plan and entitled to 

Vote. Class 10 (Intercompany Claims) is an Impaired Class under the Plan but is deemed to 

have accepted the Plan and is not entitled to vote on the Plan. Class 7 (Allowed A-4 Investor 

Claims), Class 8 (Allowed Claims of Capital Wealth Holdings, Ltd. and American Theme Park 

Fund, LLC), Class 10 (Investor Claims) and Class 11 (WMIC Interests) are also each an 

Impaired Class under the Plan but are deemed to have rejected the Plan. Class 4 (Allowed 

Priority Non-Tax Claims) and Class 5 (Allowed Convenience Class Claims) are each an 

Unimpaired Class under the Plan and are deemed to have accepted the Plan. Any Class of 

Claims that does not consist, as of the date of the Confirmation Hearing, of at least one Allowed 

Claim, Disputed Claim, or temporarily Allowed Claim under Rule 3018 of the Bankruptcy 

Rules, shall be deleted from this Plan for Plan confirmation purposes.

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. 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.

3.5. Implementation and Execution of the Plan.

3.5.1. Effective Date. As set forth in Section 6.1 of the Plan, the Plan shall 

become effective on the date that 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. Upon the occurrence of 

the Effective Date, the Debtors will file with the Bankruptcy Court a notice of confirmation and 

occurrence of the Effective Date. You will not receive further notice of the occurrence of the 

Effective Date and should monitor the Docket for such notice. If the Effective Date does not 

occur within the time specified in Section 12.2 of the Plan, the Debtors shall be in default under 

the terms of this Plan, and all remedies in this Plan and the Plan Documents shall be available 

and may be exercised.

3.5.2. Summary of Means of Implementation and Execution of the Plan. 

Article VI of the Plan sets forth the means by which the Plan shall be implemented and executed, 

the process for Distribution, and the potential role of the Liquidating Trustee. The Plan will be 

funded from the Cash from the sale of the Debtor’s Assets and from other sources.

3.5.3. Sale Proceeds. The Purchaser has transferred the Sale Proceeds to the

Debtors in the amount of $8,000,000.00 including the Deposit. The Sale Proceeds in addition to 

the other available cash shall be distributed in accordance with the Plan Distributions set forth in 

Article IV hereof. 

3.5.3.1 A-3 LP. A-3 LP, which is currently the subject of a stayed 

bankruptcy case pending in this Court, shall emerge from bankruptcy protection pursuant 

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to the Plan and Confirmation Order and shall be governed by the Amended and Restated 

A-3 LPA, which shall be approved pursuant to the Confirmation Order.

3.5.3.2. Transfer of Affiliated Entities. The Debtors shall cause to be 

transferred to A-3 LP all equity interests in GCFM. A-3 LP may elect a new manager to 

replace GCFM pursuant to the Amended and Restated A-3 LP LPA, shall select one or 

more new general partners. Moreover, pursuant to the Plan and the Confirmation Order, 

the Amended and Restated A-3 LPA shall be approved and shall govern any and all 

future operations of the A-3 LP, including any distributions received thereby on account 

of any Claims asserted by A-3 LP against any of the Debtors.

3.5.3.3. Assumption of Contracts and Leases. All of the Debtors’ 

executory contracts and unexpired leases that have not been assumed as assigned to the 

purchaser as of the Confirmation Date shall be deemed rejected.

3.5.3.4. Employees. To the extent not hired by Encore, the Debtors’ 

employees shall be terminated on or before the Effective Date. 

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

Distribution of the Debtor’s Cash, whether from the Sale Proceeds on other cash held by the 

Debtors. Liquidating Debtor shall make any required Effective Date payments to Holders of 

Allowed Class 1 Claims, Allowed Class 2 Claims, Allowed Class 3 Claims, Allowed Class 4 

Claims, Allowed Class 5 Claims, and Allowed Class 6 Claims within five (5) business days after 

the Effective Date. The Plan Administrator, acting on behalf of the Liquidating Debtor, shall 

make any necessary payments after the Effective Date. 

3.5.6. Immigration Matters and EB-5 Investment.

GTA was funded by a number of EB-5 Investors, including the A-3 Investors and A-4 

Investors. The A-3 Investors advanced $500,000.00 each to the A-3 Limited Partnership, which 

in turned made a secured loan to GTA in the total amount received from the A-3 Investors. The 

A-3 Investors are currently considered limited partners in the A-3 Limited Partnership. The A-4 

Investors even advanced $500,000.00 directly to GTA as securities subject redemption at the 

option of the A-4 Investors. 

Encore will be the purchaser of substantially all of the assets of GTA. In connection with 

such acquisition by Encore, the various Investors in Encore, which are comprised of certain A-3 

Investors and A-4 Investors, will take certain actions with respect to the disposition of their 

claims against GTA and potential additional investment that may impact their immigration 

outcomes as follows:

A. Certain A-3 and A-4 Investors have determined to accept payments in Cash on 

account of their claims either from the Debtors or through the Amended and Restated A-3 LPA. 

By opting for this outcome, such Investors may have vitiated any opportunity that they may have 

otherwise had to achieve United States permanent resident status under the EB-5 program. 

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B. Certain A-3 Investors have opted to have their distributions under the Plan remain 

in the A-3 LP, which entity will use such proceeds to invest in an entirely separate qualified EB5 project. Additionally, some A-3 Investors may infuse new funds into the A-3 LP to invest in 

such new qualified project. Pursuit of this option may result in these A-3 Investors achieving 

permanent resident status under the EB-5 program depending upon the success of the relevant 

project in creating jobs and upon USCIS interpretations. 

C. Certain A-3 and A-4 Investors have determined to waive their right to 

distributions under the Plan. As jobs may be created in GTA after the sale to Encore, such A-3 

and A-4 Investors that are also investors in Encore may have a special opportunity to obtain the 

benefits of the EB-5 program based on their prior investment in GTA. 

THE IMMIGRATION CONSEQUENCES TO HOLDERS OF CLAIMS 

AND INTERESTS MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES 

OF EACH HOLDER. MOREOVER, THE IMMIGRATION CONSEQUENCES OF 

CERTAIN ASPECTS OF THE PLAN ARE UNCERTAIN DUE TO THE LACK OF 

APPLICABLE LEGAL PRECEDENT AND THE POSSIBILITY OF CHANGES IN THE 

APPLICABLE LAW AND REGULATIONS. THERE CAN BE NO ASSURANCE THAT 

THE FEDERAL GOVERNMENT WILL NOT CHALLENGE ANY OF THE 

IMMIGRATION CONSEQUENCES DESCRIBED HEREIN, OR THAT SUCH A 

CHALLENGE, IF ASSERTED, WOULD NOT BE SUSTAINED. ACCORDINGLY, 

EACH HOLDER OF A CLAIM OR INTEREST IS STRONGLY URGED TO CONSULT 

WITH HIS/HER OWN IMMIGRATION ADVISOR REGARDING THE 

IMMIGRATION CONSEQUENCES OF THE PLAN.

3.7. Transfer Taxes. Sales, transfers or other dispositions of Assets and property by 

the Debtors, 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 in contemplation of the 

Plan, 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 

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.

3.8. Causes of Action. All Claims and Causes of Action held by the Debtors other 

than those conveyed to Encore shall vest in the Liquidating Debtor on the Effective Date and the 

Liquidating Debtor, through 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 Liquidating Debtor’s Cash and 

shall be administered by the Plan Administrator pursuant to the provisions of this Plan 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 Liquidating 

Debtor, and (iii) shall not be barred or limited by estoppel, whether judicial, equitable, or 

otherwise. 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, or the Liquidating Debtor, as applicable.

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3.9. 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.

3.10. Distributions. The Plan Administrator, on behalf of the Liquidating Debtor, shall 

make all distributions on account of Allowed Unclassified Claims and other Cash payments 

required on the Effective Date. 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. The Plan 

Administrator, on behalf of the Liquidating Debtor, 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 Liquidating 

Debtor. 

3.11. Withholding and Reporting Requirements. In connection with the Plan and all 

instruments issued in connection therewith, the Plan Administrator, on behalf of the Liquidating 

Debtor, will comply with all applicable withholding and reporting requirements imposed by any 

federal, state, or local taxing authority, and all distributions under the Plan will be subject to any 

such withholding or reporting requirements.

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

unexpired leases of the Debtors that are not assumed and assigned to Encore, or rejected, 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. 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 Plan Administrator, on 

behalf of the Liquidating Debtor, shall have sixty (60) days from the confirmation Date to object 

thereto.

3.13. Procedures for Resolving and Treating Disputed Claims. 

3.13.1. Objections to and Estimation of Claims and Interests; Prosecution of 

Disputed Claims and Interests. The Debtor, or the Plan Administrator, on behalf of the 

Liquidating Debtor, 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 Debtor or the 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 

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Debtors 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 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.

3.13.2. Distributions on Disputed Claims. 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 

Debtors or the Plan Administrator, on behalf of the Liquidating Debtor, 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 Debtors or Liquidating Debtor, as 

applicable, shall hold for the benefit of each holder of a Disputed Claim or Interest an amount in 

Cash 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. 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 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.

3.14. Modification of the Plan. 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. The 

Debtors or the Plan Administrator, on behalf of the Liquidating Debtor, as applicable, may also 

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. 

Before or after the Confirmation Date, or in the Confirmation Order, the Debtors or the 

Liquidating Debtor, through the Plan Administrator, as applicable, may, with the approval of the 

Court, so long as it does not materially and adversely affect the Interests of Creditors and Interest 

Holders 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.

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

the Debtors or Liquidating Debtor, as applicable 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.

3.16. 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 

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.

3.17. Conditions Precedent to Confirmation of the Plan and the Effective Date. 

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, to the Bankruptcy Court in the Case for entry to confirm 

the Plan, and (iii) receipt of the Sale Proceeds from Encore. 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; (ii) the Confirmation Order shall have become a Final Order, 

and (iii) the Sales Proceeds shall have been provided by Encore to the Debtors, and (iv) the 

Effective Date must occur within sixty (60) days of the entry of the Confirmation Order. 

4. THE EFFECT OF CONFIRMATION

4.1. 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 Liquidating 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. 

4.2. Continuation of Injunctions and Stays. Except as otherwise provided in the 

Plan, Plan Documents, or the Confirmation Order, on and after the Effective Date, and provided 

that there is no default under the terms of the Plan and Plan Documents, all Persons who have 

held, currently hold or may hold a debt or Claim against a Debtor or a Liquidating Debtor or the 

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 Liquidating Debtor or their respective successors or assigns or Assets; (ii) 

enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or 

order against a Debtor, the Liquidating Debtor or their respective successors or assigns or Assets; 

(iii) creating, perfecting or enforcing any lien or encumbrance against a Debtor, the Liquidating 

Debtor or their respective successors or assigns or 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, the Plan Documents or the Confirmation Order. 

4.3. Post-Confirmation Governance. Zhifa Xu, Jinying Zhang, Peter 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 

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Liquidating Debtor until the date of the entry of the Final Decree for the Liquidating Debtor. On 

the date of the entry of such Final Decree, the Directors of the Liquidating 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 Liquidating Debtor or 

action to be taken by or required of the Liquidating 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 

Liquidating Debtor. Until dissolution, the Liquidating Debtor may operate under the name of 

GTA and pursuant to GTA’s organizational documents and the laws of the State of Mississippi.

4.4. Dissolution of the Liquidating Debtor. On the Effective Date or as soon 

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

and the Liquidating 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 Liquidating Debtor to the extent permissible under applicable law.

5. MISCELLANEOUS PROVISIONS

5.1. 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, disputes regarding the APA or 

the Sale, Causes of Action, including 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.

5.2. 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.

5.3. Revocation of the Plan. 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.

5.4. 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.

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5.5. Releases and Exculpations and Limitation of Liability. 

PLEASE NOTE THAT SECTION 13.9 OF THE PLAN GOVERNS THE 

RELEASE, EXCULPATION AND LIMITATION OF LIABILITY OF CERTAIN 

PARTIES WITH RESPECT TO THE CASES. PLEASE REVIEW THIS PROVISION 

CAREFULLY.

5.5.1. Release. 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, GCFM, 

American Immigration Center, LLC, A-3 LP, A-3 GP, and 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 by the Debtors’ 

estate 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 (the 

“Released Claims”), that any of them would have been legally entitled to assert or that any 

holder of a Claim, Interest, or other person or entity would have been legally entitled to assert, 

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. For the avoidance of doubt, the releases 

contained herein are not intended to, and shall not operate as releases of direct third party claims 

by any Creditors or Investors.

5.5.2. Encore Release. Encore has requested that the A-3 and A-4 Investors be 

provided the opportunity to opt-in to the provision of consensual third-party releases in favor of 

Encore’s respective present or former members, investors, officers, directors, employees, 

advisors, managers, attorneys, representatives, financial advisors, and agents, and any such 

parties’ successors and assigns (the “Encore Releasees”) (which releases shall be reciprocal in 

all respects, subject to the terms below, by the above-referenced in favor of the A-3 and A-4 

Investors). All A-3 Investors and A-4 Investors shall have the option to “opt-in” to such releases 

by checking a box on the Investor Consent. The Debtors shall solicit consent to the third-party 

release in the Investor Consent. If the Debtors cannot obtain “opt-in” approval from 100% of the 

A-3 and A-4 Investors but obtain “opt-in” approval from at least 75% of the A-3 and the A-4 

Investors submitting ballots, the Debtors reserve the right to request that the Bankruptcy Court 

approve the third-party release set forth below:

Encore has requested that the A-3 and A-4 Investors be provided the opportunity to opt-in 

to the provision of consensual third-party releases in favor of Encore’s respective present or 

former members, investors, officers, directors, employees, advisors, managers, attorneys, 

representatives, financial advisors, and agents, and any such parties’ successors and assigns (the 

“Encore Releasees”) (which releases shall be reciprocal in all respects, subject to the terms 

below, by the above-referenced in favor of the A-3 and A-4 Investors). All A-3 Investors and A4 Investors shall have the option to “opt-in” to such releases by checking a box on the Investor 

Consent. The Debtors shall solicit consent to the third-party release in the Investor Consent. If 

the Debtors cannot obtain “opt-in” approval from 100% of the A-3 and A-4 Investors but obtain 

“opt-in” approval from at least 75% of the A-3 and the A-4 Investors submitting ballots, the 

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Debtors reserve the right to request that the Bankruptcy Court approve the third-party release set 

forth below:

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 Encore Releasees shall be 

released by the Debtors’ estate and all A-3 and A-4 Investors from any and all direct and 

derivative 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 (the “Encore Released 

Claims”), that any of them would have been legally entitled to assert or that any holder of a 

direct or derivative Claim, Interest, or other person or entity would have been legally entitled to 

assert, 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. A-3 and A-4 Investors shall also 

be released by the foregoing Encore Released Parties from any claim of Encore, to the extent 

that such A-3 or A-4 Investor opts into the Encore Release.

5.5.3. Exculpation. The Released Parties, including the Encore Releasees (as defined 

above), and any property of or any professionals retained by the Debtors, 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.

6. FEASIBILITY.

The Bankruptcy Code requires that, in order to confirm a plan, the Bankruptcy Court 

must find that confirmation of such plan is not likely to be followed by the liquidation or the 

need for further financial reorganization of the debtor(s) unless contemplated by the plan. The 

Plan provides for the liquidation and distribution of substantially all of the Debtors’ Assets in 

conjunction with the sale of the assets to Encore and certain investors pursuant to the APA for $8 

million.

This is a liquidating Plan. The Plan is feasible because all Sale Proceeds and other Sale 

Proceeds have been deposited with the Debtors and certain Investors have waived their claims.

Alternatively, as set forth above, if the Plan is not confirmed, the Cases will be converted 

to a case under Chapter 7 and the Chapter 7 Trustee will generate substantial professional fees in 

administering the Cases, addressing the claims of the Disputed Judgment Creditors and the State 

of Mississippi (which has already been done), and investing pre and post-petition matters.

Indeed, a Chapter 7 liquidation will result in substantial administrative costs in diminution of the 

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funds available to pay Claims under the Plan. The Debtors believe that all Plan obligations will 

be satisfied without the need for further reorganization of the Debtors.

7. BEST INTERESTS OF CREDITORS AND ALTERNATIVES TO PLAN.

7.1. Chapter 7 Liquidation. 

7.1.1. Bankruptcy Code Standard. Notwithstanding acceptance of a plan by 

the requisite number of creditors in an impaired class, the Bankruptcy Court must still 

independently determine that such plan provides each member of each impaired class of claims 

and interests a recovery that has a value at least equal to the value of the recovery that each such 

Person would receive if the debtor was liquidated under Chapter 7 of the Bankruptcy Code on 

the effective date of such plan.

7.1.2. Plan is in the Best Interests of Creditors. Notwithstanding acceptance 

of the Plan by a voting Impaired Class, in order to confirm the Plan, the Bankruptcy Court must 

determine that the Plan is in the best interests of each holder of a Claim or Interest in any such 

Impaired Class which has not voted to accept the Plan. Accordingly, if an Impaired Class does 

not vote unanimously to accept the Plan, the best interests test requires the Bankruptcy Court to 

find that the Plan provides to each member of such Impaired Class a recovery on account of the 

Class member’s Claim or Interest that has a value, as of the Effective Date, at least equal to the 

value of the recovery that each such Class member would receive if the Debtors were liquidated 

under Chapter 7. 

The Debtors believe that the Plan satisfies the best interests test, because, among 

other things, the recoveries expected to be available to Holders of Allowed Claims under the 

Plan will be greater than the recoveries expected to be available in a Chapter 7 liquidation.

In a typical Chapter 7 case, a trustee is elected or appointed to liquidate a debtor’s 

assets for distribution to creditors in accordance with the priorities set forth in the Bankruptcy 

Code. Generally, secured creditors are paid first from the proceeds of sales of the properties 

securing their liens. If any assets are remaining in the bankruptcy estate after satisfaction of 

secured creditors’ claims from their collateral, administrative expenses of the Chapter 7 estate 

are next to receive payment. If any assets are remaining in the bankruptcy estate after 

satisfaction of secured creditors’ claims from their collateral and payment of administrative 

expenses, claims entitled to priority are paid next. Creditors with the same priority share in 

proportion to the amount of their allowed claims in relationship to the total amount of allowed 

claims held by all creditors with the same priority. If any assets remain in the bankruptcy estate 

after satisfaction of secured creditors’ claims from their collateral and payment of administrative 

expenses and priority claims, holders of general unsecured claims would receive payment. 

Finally, equity interest holders receive the balance that remains, if any, after all creditors are 

paid.

If a Chapter 7 Trustee is appointed, the delay and extra layer of administrative 

expense will severely diminish the ample funds now available for distribution to Creditors under 

the Plan. Thus, confirmation of the Plan will be far more beneficial to Creditors than the 

treatment of Creditors upon a conversion of the Cases to Chapter 7.

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7.2. Alternative Plan(s). The Debtors do not believe that there are any viable 

alternative plans. The Debtors believe that the Plan, as described herein, enables holders of 

Claims to realize the greatest possible value under the circumstances, and that, compared to any 

alternative plan, the Plan has the greatest chance to be confirmed and consummated.

8. RISK FACTORS.

Holders of Claims who are entitled to vote on the Plan should read and carefully 

consider the following factors, as well as the other information set forth in this Disclosure 

Statement and the Plan, before deciding whether to vote to accept or reject the Plan.

8.1. Certain Bankruptcy Considerations. Debtors anticipate that the Holders of the 

various Classes will vote to accept the Plan. Even if all Impaired Voting Class votes to reject the 

Plan, and with respect to any Impaired Classes deemed to have rejected the Plan, the 

requirements for “cramdown” are met, the Court may nevertheless exercise substantial discretion 

and may choose not to confirm the Plan. Section 1129 of the Bankruptcy Code requires, among 

other things, that the value of distributions to dissenting holders of Claims or Interests may not 

be less than the value such Holders would receive if the Debtors were liquidated under Chapter 7 

of the Bankruptcy Code. Although the Debtors believe that the Plan will meet such requirement, 

there can be no assurance that the Court will reach the same conclusion. 

8.2. Claims Estimation. There can be no assurance that the estimated amount of 

Claims set forth in the Plan is correct, and the actual allowed amounts of Claims may differ from 

the estimates. Any value given as to the Claims against and the Assets of the Debtors is based 

upon an estimation of such value. Additional, there is a genuine possibility that the Debtors may 

not be successful in their objections to Claims. If the objections are not successful, the actual 

distributions to Creditors may vary significantly from the projected distribution. 

8.4. NO DUTY TO UPDATE DISCLOSURES. The debtors have no duty to update 

the information contained in this disclosure statement as of the date hereof, unless otherwise 

specified herein, or unless the debtors are required to do so pursuant to an order of the 

bankruptcy court. Delivery of the disclosure statement after the date hereof does not imply that 

the information contained herein has remained unchanged.

8.5. Representations Outside this Disclosure Statement. This Disclosure Statement 

contains representations concerning or related to the Debtor and the Plan that are authorized by 

the Bankruptcy Code and the Bankruptcy Court. Please be advised that any representations or 

inducements outside this Disclosure Statement (and any related documents) that are intended to 

secure your acceptance or rejection of the Plan should not be relied upon by Holders of Claims 

or Interests that are entitled to vote to accept or reject the Plan.

8.6. No Admission. The information and representations contained herein shall not be 

construed to constitute an admission of, or be deemed evidence of, any legal effect of the Plan on 

the Debtor or Holders of Claims and Interests.

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9. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.

The following discussion summarizes certain U.S. Federal income tax 

consequences of the Plan to the Debtors and holders of Claims and Interests. This summary is 

based upon the Internal Revenue Code of 1986, as amended (the “Tax Code”), Treasury 

Regulations promulgated thereunder, judicial decisions and published administrative rulings and 

pronouncements of the IRS, as in effect on the date hereof. Legislative, judicial or 

administrative changes or interpretations enacted or promulgated hereafter could alter or modify 

the analysis and conclusions set forth below. Any such changes or interpretations may be 

retroactive and could affect significantly the federal income tax consequences discussed below. 

This summary does not address foreign, state or local tax law, or any estate or gift tax 

consequences of the Plan, nor does it purport to address the Federal income tax consequences of 

the Plan to special categories of taxpayers who are holders of Claims (such as taxpayers who are 

not U.S. domestic corporations or citizens or residents of the United States, or are S corporations, 

banks, mutual funds, insurance companies, financial institutions, regulated investment 

companies, broker-dealers and tax-exempt organizations) and assumes that each Creditor holds 

its Claim directly.

The U.S. Federal income tax consequences of the Plan are complex and are 

subject to significant uncertainties. The Debtors have not requested and will not request a ruling 

from the IRS with respect to any of the tax aspects of the Plan. 

THE TAX CONSEQUENCES TO HOLDERS OF CLAIMS AND 

INTERESTS MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF 

EACH HOLDER. MOREOVER, THE TAX CONSEQUENCES OF CERTAIN ASPECTS 

OF THE PLAN ARE UNCERTAIN DUE TO THE LACK OF APPLICABLE LEGAL 

PRECEDENT AND THE POSSIBILITY OF CHANGES IN THE APPLICABLE TAX 

LAW. THERE CAN BE NO ASSURANCE THAT THE IRS WILL NOT CHALLENGE 

ANY OF THE TAX CONSEQUENCES DESCRIBED HEREIN, OR THAT SUCH A 

CHALLENGE, IF ASSERTED, WOULD NOT BE SUSTAINED. ACCORDINGLY, 

EACH HOLDER OF A CLAIM OR INTEREST IS STRONGLY URGED TO CONSULT 

WITH HIS/HER/ITS OWN TAX ADVISOR REGARDING THE FOREIGN, FEDERAL, 

STATE AND LOCAL TAX CONSEQUENCES OF THE PLAN.

9.1. Certain U.S. Federal Income Tax Consequences to the Debtor.

9.1.1. GTA and WMIC Taxable as Corporations. GTA and WMIC are 

taxable as corporations pursuant to subchapter C of the Tax Code. Upon and information and 

belief, GTA and WMIC do not file consolidated tax returns. Upon information and belief, GTA 

has unused net operating losses in an amount to be determined for tax years ending on or before 

December 31, 2018. 

9.1.2. Gain Recognition by Debtor. Upon a taxable sale by a Debtor of its 

property, any recognized gain or loss equal to the difference between the amount realized and the 

Debtor’s adjusted tax basis in the property will be taxable to such Debtor. The amount realized 

will include the full proceeds from any sale of property, including the amount of any 

indebtedness or liabilities assumed by the buyer to which the property is subject, and, therefore, 

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it is possible that any such disposition will produce gain in excess of the cash proceeds of the 

transaction.

If the sale of the property results in a gain and such property was used in the 

Debtor’s trade or business, such gain would generally be treated as a “section 1231 gain.” Such 

gain would be combined with other Tax Code section 1231 gains and losses of the Debtor. 

Generally, Tax Code section 1231 gains and losses are offset against each other on an annual 

basis, and net gain is treated as long-term capital gain, while net loss is treated as ordinary loss. 

Net section 1231 gains must, however, be treated as ordinary income to the extent of net section 

1231 losses taken over the five most recent years, to the extent such losses have not been 

previously “recaptured.”

9.2. Certain U.S. Federal Income Tax Consequences to the Creditors.

9.2.1 Generally. The U.S. federal income tax consequences of the Plan to a 

Creditor will depend upon several factors, including but not limited to: (i) whether the Creditor’s 

Claim (or portion thereof) constitutes a Claim for principal or interest; (ii) whether the Creditor 

is a resident of the United States for tax purposes (or falls into any of the special classes of 

taxpayers excluded from this discussion as noted above); and (iii) whether the Creditor has taken 

a bad debt deduction with respect to its Claim. In addition, if a Claim is a “security” for tax 

purposes, different rules may apply. CREDITORS ARE STRONGLY ADVISED TO 

CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT 

UNDER THE PLAN OF THEIR PARTICULAR CLAIMS.

9.2.2. Cash Payment. A Creditor receiving Cash in exchange for its Claim will 

generally recognize taxable gain or loss in an amount equal to the difference between the amount 

realized and its adjusted tax basis in the Allowed Claim. The amount realized will equal the 

amount of Cash to the extent that such consideration is not allocable to any portion of the 

Allowed Claim representing accrued and unpaid interest, as further discussed below.

The character of any recognized gain or loss (i.e., ordinary income, or short-term 

or long-term capital gain or loss) will depend upon the status of the Creditor, the nature of the 

Allowed Claim in the Creditor’s hands, the purpose and circumstances of its acquisition, the 

Creditor’s holding period of the Allowed Claim, and the extent to which the Creditor previously 

claimed a deduction for the worthlessness of all or a portion of the Allowed Claim.

A loss generally is treated as sustained in the taxable year for which there has 

been a closed and completed transaction, and no portion of a loss with respect to which there is a 

reasonable prospect of reimbursement may be deducted until it can be ascertained with 

reasonable certainty whether or not such reimbursement will be recovered.

A portion of the consideration received by a Creditor in satisfaction of an 

Allowed Claim may be allocated to the portion of such Claim (if any) that represents accrued but 

unpaid interest. If any portion of the distribution were required to be allocated to accrued 

interest, such portion would be taxable to the Creditor as interest income, except to the extent the 

Creditor has previously reported such interest as income.

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Only the balance of the distribution after the allocation of proceeds to accrued interest 

would be considered received by the Creditor in respect of the principal amount of the Allowed 

Claim. Such an allocation would reduce the amount of the gain, or increase the amount of loss, 

realized by the Creditor with respect to the Allowed Claim. If such loss were a capital loss, it 

would not offset any amount of the distribution that was treated as ordinary interest income 

(except, in the case of individuals, to the limited extent that capital losses may be deducted 

against ordinary income).

9.2.3. Federal Income Tax Consequences to Holders of Allowed Claims 

Receiving No Distributions. Holders of Allowed Claims receiving no distributions will 

generally recognize loss in the amount of each such holder’s adjusted tax basis in the Allowed 

Claim.

The character of any recognized loss (i.e., ordinary loss, or short-term or longterm capital loss) will depend upon the status of the Holder, the nature of the Allowed Claim in 

the Holder’s hands, the purpose and circumstances of its acquisition, and the Holder’s holding 

period. The extent to which the Holder had previously claimed a deduction for the worthlessness 

of all or a portion of the Allowed Claim also is relevant in determining the amounts of the loss.

A loss generally is treated as sustained in the taxable year for which there has 

been a closed and completed transaction, and no portion of loss with respect to which there is a 

reasonable prospect of reimbursement may be deducted until it can be ascertained with 

reasonable certainty whether or not such reimbursement will be recovered.

9.2.4. Net Operating Losses; Cancellation of Indebtedness Income. Upon 

information and belief, GTA has incurred substantial net operating losses (“NOLs”) for tax years 

ending on or before December 31, 2018. The unused NOLs may be subject to significant 

restrictions or limitations on utilization pursuant to Tax Code Section 382. Moreover, the 

transactions contemplated in the proposed plan of reorganization may create new restrictions or 

limitations on the utilization of such NOLs, unless the provisions of Tax Code Section 382(l)(5) 

apply. 

To the extent that the proposed plan of reorganization results in the cancellation 

of indebtedness, the issuer of such indebtedness will recognize income from such cancellation 

unless an exception to such treatment is available under Tax Code Section 108. The principal 

exception that might be available to the Debtors is the exception for a discharge of indebtedness 

in a case filed under Title 11 of the Bankruptcy Code. To the extent that this bankruptcy 

exception to income recognition is relied upon, the tax attributes of the Debtors would be 

reduced in the manner prescribed by Tax Code Section 108(b).

9.2.5. Information Reporting and Backup Withholding. All distributions to 

Holders of Allowed Claims under the Plan are subject to any applicable withholding 

requirements. Under U.S. federal income tax law, interest, dividends, and other reportable 

payments may, under certain circumstances, be subject to “backup withholding” at a rate of 24%. 

Backup withholding generally applies if the Holder fails to provide a taxpayer identification 

number or fails to otherwise establish an exemption. The amount of any backup withholding 

will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle 

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such holder to a refund. Certain persons, including corporations and financial institutions, are 

generally exempt from backup withholding.

9.2.6. Importance of Obtaining Professional Tax Assistance. No Holder of a 

Claim or Interest should rely on the tax discussion in this Disclosure Statement in lieu of 

consulting with one’s own tax professional. The foregoing is intended to be a summary only and 

not a substitute for consultation with a tax professional. The federal, state, local and foreign tax 

consequences of the Plan are complex and, in some respects, uncertain. Such consequences may 

also vary based upon the individual circumstances of each holder of a Claim or Interest. 

Accordingly, each Holder of a Claim or Interest is strongly urged to consult with its own tax 

advisor regarding the federal, estate, local and foreign tax consequences of the Plan.

10. IMMIGRATION AND EB-5 CONSEQUENCES OF THE PLAN.

The Debtors have not requested an advisory opinion from the United States Customs and 

Immigration Service (“USCIS”) on the effect of the Plan on pending Investor applications 

through the EB-5 Program. The Debtors and Liquidating Debtor as applicable will continue to 

work with USCIS in good faith to advance the interests of the Investors with USCIS; however, 

the Debtors cannot make any assurances with respect to USCIS, the EB-5 Program, or any 

individual Investor’s status with respect thereto. 

The Debtors, Liquidating Debtor and/or Encore, as applicable, 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. Such 

documents include (i) accounting records and financial information related to manufacturing and 

production activities and (ii) staffing records, such as hiring and staffing information, copies of 

Form I-9 records, tax and wage records, and evidence of immigration status for all full-time 

employees.

Notwithstanding anything to the contrary in this Disclosure Statement or the Plan, or any 

amendments, modifications, or supplements thereto: (i) the Debtors, Liquidating Debtor, and 

Encore have made no representations, warranties or any other statement or inducement to the 

Investors that the Plan and Sale will comply with the requirements of the EB-5 program, but 

Borrower has provided true and accurate information as to the scope and nature of the sale as of 

the date hereof, and (ii) the Investors individually (or with the advice of counsel of their 

choosing) have the sole responsibility to make his/her own determination as to whether or not the 

Plan and sale is likely to meet the requirements of the EB-5 program. 

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CONCLUSION AND RECOMMENDATIONS.

The Debtors, as the proponents of the Plan, urge all Creditors and Investors entitled to 

vote on the Plan to vote to accept the Plan and to evidence such acceptance by promptly

returning their properly completed ballots to the Balloting Agent, as set forth on the ballots and 

within the time stated in the notice served with this Disclosure Statement. The Debtor believes 

that the Plan maximizes recoveries to all Creditors entitled to receive Distributions on their 

Allowed Claims and, thus, is in their best interests. The Plan, among other things, allows 

Creditors to participate in Distributions in excess of those that would be available if the Assets of 

the Estates were liquidated under chapter 7 of the Bankruptcy Code, and offers Creditors the 

potential to receive the full value of their Claims over time.

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IN WITNESS WHEREOF, the Debtors have executed this Disclosure Statement this 24th

day of April, 2019.

GREENTECH AUTOMOTIVE, INC.

By: /s/ Peter Huddleston

Name: Peter Huddleston

Title: Chief Financial Officer

WM INDUSTRIES, CORP.

By: /s/ Peter Huddleston

Name: Peter Huddleston

Title: Chief Financial Officer

/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@hirschlerlaw.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

11157412.3 043227.00001

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