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. )

)

MODIFIED FOURTH AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF

GREENTECH AUTOMOTIVE, INC. AND WM INDUSTRIES CORP.

Kristen E. Burgers (VSB No. 67997)

HIRSCHLER FLEISCHER

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@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

August 26, 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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ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

1.2. Definitions. 

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

A-3 GP, LLC, shall mean at any time the person designated as the general partner of the 

Partnership in accordance with the terms hereof, in such person’s capacity as a general partner of 

the Partnership. After the Effective Date, the A-3 GP shall be owned and controlled by the 

Continuing Limited Partners as defined in the Amended and Restated A-3 LPA. 

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 

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 Secured Claim: Described in Article 4.1 below.

A-3 LP Unsecured Claim: Described in Article 4.1 below. 

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.

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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.”

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.

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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. 

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) 

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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.

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 Fifth Preference Immigration program, administered through 

the United States Citizenship 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 

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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. 

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.

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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 no less than $44,500,000.00 (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.

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.

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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.

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

or Interests shall be recognized, which shall be April 24, 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 the date 

which is thirty (30) days after the Confirmation Date..

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 Class 6 and Class 7 Claims (if any) 

plus their other Allowed Claims regardless of classification. 

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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.

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.

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

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

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

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

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

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

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

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

Plan.

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

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

shall apply.

1.5 Exhibits and Plan Documents. All Exhibits and Plan Documents are 

incorporated into and are a part of the Plan as if set forth in full herein.

ARTICLE II

SUBSTANTIVE CONSOLIDATION

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

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

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

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

such Final Order, (i) all Assets and liabilities of the Debtors will be 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 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. 

ARTICLE III

ADMINISTRATIVE EXPENSE CLAIMS,

PROFESSIONAL FEE CLAIMS AND PRIORITY TAX CLAIMS

3.1 Administrative Expense Claims. Each holder of an Allowed Administrative 

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

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

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

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

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

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

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

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

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

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

days thereafter. All Disputed Administrative Expense Claims shall be reserved for in full on the 

Effective Date. Payment of Allowed Administrative Expense Claims on the Effective Date shall 

be made from the Debtor’s Cash, whether from the Sale Proceeds or other available and 

permitted sources hereunder.

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

the Plan Administrator, on behalf of the Liquidating Debtor, shall timely pay all quarterly fees 

due under 28 U.S.C. 1930(a)(6) and file quarterly disbursement reports with the United States 

Trustee. 

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

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

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

Debtors, the Estates, the Liquidating Debtor, the Plan Administrator or their respective property, 

and the Holder thereof shall be enjoined from commencing or continuing any action, 

employment of process or act to collect, offset or recover such Administrative Expense Claim.

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

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

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

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

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

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

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

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

Claims 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, on behalf of the Liquidating Debtor, from available 

Cash, including the Sale Proceeds. 

3.5 Post-Effective Date Professional Fee Claims. The Plan Administrator, on 

behalf of the Liquidating Debtor, shall pay, to the extent practicable, the reasonable fees and 

expenses of the professional persons employed by the Liquidating Debtor accrued or incurred 

after the Effective Date in the ordinary course of business without the necessity for any approval 

of the Bankruptcy Court. Such professional fees and expenses may be incurred in connection 

with the implementation and consummation of this Plan, the claims reconciliation process or any 

other matters as to which such professionals may be engaged by the Plan Administrator, on 

behalf of the Liquidating Debtor.

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

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

receive, at the sole option of the 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 Plan Administrator, on behalf of 

the Liquidating Debtor, and such Holder shall have agreed upon in writing.

ARTICLE IV

TREATMENT AND CLASSIFICATION OF

CLAIMS AND INTERESTS; IMPAIRMENT

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

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

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

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

Class Type

Status Under 

Plan Treatment

1 Allowed 

Tunica 

County 

Secured Tax 

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the Effective Date, but no later than 

ten (10) business days thereafter, 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.

2 Allowed 

Tunica 

County

Secured 

Claim

Impaired, 

Entitled to 

Vote

On or as soon as practicable after the Effective Date, but no later than 

ten (10) business days thereafter, 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. 

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 equal to the amount 

of its Allowed Secured Claim in the amount of $6,898,000.00, minus 

the pro rata portion of distributions attributable to the Distribution 

Waiving A-3 Investors, for a total distribution of $4,706,870.59.

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.

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Class Type

Status Under 

Plan Treatment

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.

6 Allowed 

Unsecured 

Claims

Impaired, 

Entitled to 

Vote

All creditors asserting unsecured claims that are not otherwise 

classified in the Plan, including the Class A-3 unsecured deficiency 

Claim, shall receive an aggregate distribution of _ in Cash, which is a 

dividend of approximately $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 nonconsenting A-3 Investor shall receive his/her applicable Returned 

Administrative Fee. 

7 Allowed 

Class A-4 

Investors

Impaired 

Deemed to 

Reject

No recovery under the Plan other than the return to the non-consenting 

A-4 Investors their applicable Returned Administrative Fees. 

8 Allowed 

Claims of 

Capital 

Wealth 

Holdings, 

Ltd. and 

American 

Theme Park 

Fund, LLC 

Impaired, 

Deemed to 

Reject

No recovery under the Plan. 

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. 

10 Investor 

Claims

Impaired, 

Deemed to 

Reject

Holders of Investor Claims will not receive any recovery on account of 

their claims.

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.

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

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

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

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

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

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

4.3 Unimpaired Classes of Claims and Interests. Classes 4 and 5 are unimpaired 

Classes under the Plan.

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4.4 Impaired Classes of Claims and Equity Interests. Classes 1, 2, 3, 6, 7, 8, 9, 10, 

and 11 are Impaired Classes under the Plan.

4.5 Classes Deemed to Accept the Plan. Class 9 is an Impaired Class but deemed to 

accept the Plan.

4.6 Classes Deemed to Reject the Plan. Classes 7, 8, 10 and 11 are impaired 

Classes but deemed to reject the Plan.

ARTICLE V

ACCEPTANCE OR REJECTION OF THE PLAN

5.1 Presumed Acceptance by Unimpaired Classes. Claims in Class 4 and Class 5

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

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

any) will not be solicited.

5.2 Classes Deemed to Reject Plan. Classes 7, 8 10 and 11 are deemed to reject the 

Plan. 

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

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

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

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

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

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

1129 of the Bankruptcy Code.

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

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

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

ARTICLE VI

IMPLEMENTATION AND EXECUTION OF THE PLAN

6.1 Effective Date. The Plan shall become effective on the date 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 (the “Effective Date”). If the Effective Date does not occur within 

the time specified in Section 12.2 of this 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.

6.2 Sale. On and after the closing of the Sale of the Purchased Assets to Encore the 

following shall occur:

6.2.1 Sale Proceeds. Encore will transfer the Sale Proceeds to the Debtors in 

the amount of $7,600,000.00, subject to any adjustments provided for in the APA. The 

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Sale Proceeds shall be distributed in accordance with the Plan Distributions set forth in 

Article IV hereof. 

6.2.2 Waiver of Distribution. Twenty-seven A-3 Investors have agreed to 

waive their distributions under the Plan. Ten A-4 Investors agreed to waive their 

distributions under the Plan.

6.2.3 Executory Contracts and Leases. Any executory contracts or leases not 

assumed and assigned to Encore prior to the Confirmation Date shall be deemed as 

rejected as of the Confirmation Date.

6.2.4 Employees. The Debtors’ employees other than those hired by Encore in 

connection with the Sale shall be terminated on or before the Effective Date. 

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

Distribution of the Debtor’s Cash. Under the Plan, Debtors, through the Plan Administrator, 

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, Allowed Class 6 Claims and those Investors entitled to return of their Returned 

Administrative Fees within five (5) business days after the Effective Date. The Liquidating 

Debtor shall make any necessary payments after the Effective Date.

6.4 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 to the Plan and 

Confirmation Order and shall be governed by the Amended and Restated A-3 LPA.

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

the Debtors or the Liquidating Debtor, as applicable, including any transfers arising from the 

substantive consolidation of the Debtors under this Plan or the sale of the Purchased Assets

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

Bankruptcy Code, and each recording office or other agent of any governmental unit or other 

taxing authority shall record any such documents of transfer or exchange without any further 

direction or order from the Bankruptcy Court, and without regard to any law imposing a stamp 

tax or other similar tax.

6.6 Causes of Action and Other Assets not Transferred to Encore. All Claims 

and Causes of Action held by the Debtors shall vest in the Liquidating Debtor on the Effective 

Date and the Plan Administrator, on behalf of the Liquidating Debtor, 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 pursuant to the provisions of this Plan by the Plan Administrator. 

Settlements of Claims and Causes of Action shall not be subject to approval by the Bankruptcy 

Court except to the extent such claims are litigated in 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 

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Actions, shall be the exclusive property of the Debtors or the Liquidating Debtor, as applicable. 

In consideration of the release provided in Section 13.9.1 of this Plan, GCFM, American 

Immigration Center LLC and A-3 GP (but not A-3 LP, which is a creditor of the Debtors) shall 

relinquish any assets or properties included in their respective bankruptcy estates that are not 

otherwise dealt with by this Plan or the Plan Documents to the Plan Administrator for 

distribution to creditors and parties in interest in accordance with the respective priorities of their 

allowed claims. 

6.7 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.

ARTICLE VII

DISTRIBUTIONS

7.1 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. 

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

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

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

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

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

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

7.3 Stop Payments; Minimum Distribution; Unclaimed Funds. 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

or Liquidating Trustee, as applicable.

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

after the Effective Date shall be timely paid by the Plan Administrator on behalf of Liquidating 

Debtor. Upon the occurrence of the Effective Date, the Debtors shall be deemed to be a single 

entity for purposes of calculation of any fees payable under 28 U.S.C. § 1930.

7.5 Distribution Reports. The Plan Administrator, on behalf of the Liquidating 

Debtor shall timely file with the Bankruptcy Court periodic distribution reports as required by 

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

such reports on the Office of the United States Trustee.

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

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

disallowed.

ARTICLE VIII

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EFFECT OF CONFIRMATION

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

bind any holder of a Claim against, or Interest in, a Debtor or the 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.

8.2 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 the 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, the Plan Administrator, 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, the Plan 

Administrator, 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. 

8.3 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 

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

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 Board 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.

8.4 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.

ARTICLE IX

PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS

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

Disputed Claims and Interests. The Debtors or Liquidating Debtor, through the Plan 

Administrator, as applicable, may file with the Bankruptcy Court an objection to the allowance 

of any Claim or Interest, or any other appropriate motion or adversary proceeding with respect 

thereto. All such objections will be litigated to Final Order; provided, however, that the Debtors 

or Liquidating Debtor, through 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 Plan Administrator, on behalf of the Liquidating Debtor, 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. 

9.2 No Distributions Pending Allowance. Notwithstanding any other provision of 

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

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

Liquidating Debtor 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 

Liquidating Debtor 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.

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

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

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

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

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

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

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

previously reserved for such Disputed Claim or Interest and not paid in connection with the 

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

ARTICLE X

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

10.1 Executory Contracts and Unexpired Leases. All executory contracts and 

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

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

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

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

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

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

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

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

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

shall have sixty (60) days from the Confirmation Date to object thereto.

ARTICLE XI

MODIFICATION

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

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

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

11.2 Post-Confirmation Modification. The Plan Administrator, on behalf of the 

Liquidating Debtor, may modify this Plan at any time after the Confirmation Date regardless of 

whether this Plan has been substantially consummated within the meaning of sections 1101(2) 

and 1127(b) of the Bankruptcy Code, if circumstances warrant such modification, if all required 

disclosure under section 1125 of the Bankruptcy Code has been given, and the Court, after notice 

and a hearing, confirms the Plan as modified.

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

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

not materially and adversely affect the interests of creditors 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.

ARTICLE XII

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

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

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

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

the Bankruptcy Court in the Case for entry to confirm the Plan; (iii) delivery by Encore of the 

full amount of the Sales Proceeds to the Debtors in consummation of the Sale. 

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

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

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

entered the Confirmation Order (ii) the Confirmation Order shall have become a Final Order,

(iii) the full amount of the Sales Proceeds shall have been paid by Encore to the Debtors prior to 

confirmation, as provided in Article 12.1 above, and (iv) the Effective Date must occur within 

sixty (60) days of the entry of the Confirmation Order. 

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

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

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

upon notice and an opportunity for hearing to such parties in interest as the Bankruptcy Court 

may direct, the Confirmation Order may be vacated by the Bankruptcy Court; provided, 

however, that, notwithstanding the filing of such motion, the Confirmation Order may not be 

vacated if each of the conditions to the Effective Date is either satisfied or duly waived before 

the Bankruptcy Court enters an order granting such motion. If the Confirmation Order is vacated 

pursuant to this section 12.3 of the Plan, (i) the Plan shall be null and void; and (ii) nothing 

contained in the Plan shall (a) constitute a waiver or release of any Claims by or against, or any 

Interest in, the Debtors or (b) prejudice in any manner the rights of the Debtors or any other party 

in interest.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

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

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

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

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

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

deemed to have been completed as of the required date.

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

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

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

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

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

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

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

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

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

and litigation which may be pending on the Confirmation Date, disputes regarding the APA or 

the Sale, Causes of Actions, 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

and take precedence.

13.9 Releases and Exculpations and Limitation of Liability. 

PLEASE NOTE THAT THIS SECTION OF THE PLAN GOVERNS THE 

RELEASE, EXCULPATION AND LIMITATION OF LIABILITY OF CERTAIN 

PARTIES WITH RESPECT TO THE CASES. PLEASE REVIEW THIS PROVISION 

CAREFULLY.

13.9.1. 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, partners, officers, directors, employees, 

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

parties’ successors and assigns (collectively, the “Released Parties”) shall be released from any 

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

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

Effective Date or thereafter arising, at law, in equity, or otherwise (the “Released Claims”), that 

the Debtors, or either of them would have been legally entitled to assert or further, 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 against parties, even if listed above as Released Parties, other than 

the debtors listed above and the Plan Administrator or of claims by partners to partnership 

distributions from A-3 LP, unless such claims have been waived or relinquished elsewhere in 

this Plan or in the Plan Documents or by other means. 

13.9.2. 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 and 

mutual in all respects, subject to the terms below, by the above-referenced Encore Release 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 mutual releases by checking a box on the Investor Consent. The Debtors shall 

solicit consent to the third-party release in the Investor Consent, which shall set forth the full and 

complete language of the proposed release. 

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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. For the avoidance of doubt, A-3 

and A-4 Investors shall receive reciprocal and mutual releases from the foregoing Encore 

Released Parties from any claim of the Encore Released Parties, to the extent that such A-3 or A4 Investor opts into the Encore Release.

13.9.3. 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

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

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

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

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

by the Bankruptcy Code. 

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

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

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

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

To the Debtors: Peter Huddleston

GreenTech Automotive, Inc.

One GreenTech Drive

Robinsonville, MS 38664

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With copies to: Mark S. Lichtenstein, Esq.

Crowell & Moring LLP

590 Madison Avenue, 20th Floor

New York, NY 10022

Kristen E. Burgers, Esq.

HIRSCHLER FLEISCHER

8270 Greensboro Drive, Suite 700

Tysons, VA 22102

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

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

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

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

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

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

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

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

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

any change in address to the Debtors, or the Liquidating Debtor, as applicable.

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

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

executor, administrator, successor or assign of such Person.

13.14 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.

ARTICLE XIV

ENTRY OF FINAL DECREE AND CLOSING OF CASE

Once the Liquidating Debtor have substantially performed all of the duties specified in 

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

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

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

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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

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

August 26, 2019 Respectfully submitted, 

GREENTECH AUTOMOTIVE, INC.

By: /s/ Peter Huddleston

Name: Peter Huddleston

Title: Chief Financial Officer

-andWM INDUSTRIES, CORP.

By: /s/ Peter Huddleston

Name: Peter Huddleston

Title: Authorized Signatory

/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

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