UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: Case No. 20-20259-RAM 

 (Jointly Administered) 

IT’SUGAR FL I, LLC, et al., 

 Chapter 11 

 Debtors.1 

_______________________________/

PLAN OF REORGANIZATION FOR IT’SUGAR FL I LLC, 

IT’SUGAR LLC, IT’SUGAR ATLANTIC CITY LLC AND IT’SUGAR FLGC LLC 

MELAND BUDWICK, P.A.

Michael S. Budwick, Esq. 

Joshua W. Dobin, Esq. 

James C. Moon, Esq. 

3200 Southeast Financial Center 

200 S. Biscayne Blvd. 

Miami, FL 33131 

Attorneys for Debtors and Debtors in 

Possession 

Dated: April 20, 2021. 

1

 The Debtors in these cases are as follows: (i) IT’SUGAR FL I LLC (Case No. 20-20259); (ii) IT’SUGAR LLC (Case 

No. 20-20261); (iii) IT’SUGAR Atlantic City LLC (Case No. 20263); and (iv) IT’SUGAR FLGC LLC (Case No. 20-

20264). 

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TABLE OF CONTENTS 

INTRODUCTION .......................................................................................................................... 7

ARTICLE I ..................................................................................................................................... 7

DEFINITIONS; RULES OF INTERPRETATION; COMPUTATION OF TIME ............ 7

I. Scope of Definitions. .............................................................................................. 7

II. Definitions............................................................................................................... 8

III. Rules of Interpretation. ......................................................................................... 19

IV. Computation of Time. ........................................................................................... 19

V. United States Currency. ........................................................................................ 19

VI. Exhibits. ................................................................................................................ 19

ARTICLE II .................................................................................................................................. 20

PROVISIONS FOR PAYMENT OF ALLOWED ADMINISTRATIVE EXPENSE 

CLAIMS, PRIORITY TAX CLAIMS AND STATUTORY FEES ..................... 20

2.1 Administrative Expense Claims and Professional Claims. ....................... 20

2.2 Priority Tax Claims. .................................................................................. 20

2.3 Priority Claims (Non-Tax). ....................................................................... 20

2.4 DIP Loan Claims. ..................................................................................... 21

2.5 United States Trustee Fees; Claims 

for Statutory Fees; Quarterly Reports. ..................................................... 21

ARTICLE III ................................................................................................................................. 22

CLASSIFICATION, IMPAIRMENT AND TREATMENT OF CLAIMS AND EQUITY 

INTERESTS ......................................................................................................... 22

3.1 Classification. ........................................................................................... 22

3.2 Summary. .................................................................................................. 22

3.3 Separate Classes and Treatment. .............................................................. 25

3.4 Claims May be in More than One Class. .................................................. 25

Class 1 – Allowed Other Priority Claims ......................................................................... 25

3.5 Allowed Other Priority Claims (Class 1). ................................................. 25

Class 2 – Allowed Secured Claim of SHL Holdings, Inc. ................................................ 26

3.6 Allowed Secured Claim of SHL Holdings, Inc. (Class 2). ........................ 26

Class 3 – Allowed Construction / Mechanic’s Lien Claims ............................................. 27

3.7 Allowed Construction / Mechanic’s Lien Claims (Class 3): ..................... 27

Class 4 – Allowed General Unsecured Claims ................................................................. 27

3.8 Allowed General Unsecured Claims (Class 4). ........................................ 27

Class 5 – Subordinated Claims ......................................................................................... 28

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3.9 Subordinated Claims (Class 5). ................................................................ 28

Class 6 – Equity Interests .................................................................................................. 28

3.10 Equity Interests (Class 6). ......................................................................... 28

ARTICLE IV ................................................................................................................................ 28

REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS / 

REJECTION CLAIMS / INJUNCTION .............................................................. 28

4.1 General Treatment: Rejected if not Previously Assumed. ........................ 28

4.2 Bar to Claims Arising from Rejection; Termination or Expiration. ......... 29

4.3 Assumption of Executory Contracts and Unexpired Leases. .................... 29

4.4 Rejection Claims. ...................................................................................... 30

4.5 Injunction. ................................................................................................. 31

4.6 Release of Liens. ....................................................................................... 32

ARTICLE V .................................................................................................................................. 32

MEANS OF IMPLEMENTING THE PLAN ................................................................... 32

5.1 Consolidation for Voting and Distribution Purposes. .............................. 32

5.2 Business Operations and Cash Flow. ....................................................... 33

5.3 Funds Generated During Chapter 11. ...................................................... 33

5.4 Exit Facility. .............................................................................................. 33

5.5 Indemnification of SHL. ............................................................................ 34

5.6 Intercompany Claims. ............................................................................... 35

5.7 Source of Funding for Plan Distributions. ............................................... 35

5.8 Manner of Cash Payments Under the Plan. ............................................. 35

5.9 Waived Avoidance Actions. ....................................................................... 35

5.10 Post-Confirmation Operations.................................................................. 36

5.11 Post-Confirmation Accounts. .................................................................... 36

5.12 Disbursing Agent. ..................................................................................... 36

5.13 Management and Control of the Reorganized Debtors. ........................... 36

5.14 Closing of the Chapter 11 Cases. ............................................................. 36

5.15 Entity Making Distributions. ..................................................................... 36

5.16 Distribution Dates. .................................................................................... 37

5.17 Record Date for Distributions. ................................................................. 37

5.18 Delivery of Distributions........................................................................... 37

5.19 Undeliverable and Unclaimed Distributions. ........................................... 37

5.20 Withholding from Distributions. ............................................................... 38

5.21 No Distributions on Late Filed Claims. .................................................... 38

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5.22 No Payments of Fractional Dollars. ......................................................... 38

5.23 Interest on Claims. .................................................................................... 38

5.24 No Distribution in Excess of Allowed Amount of Claim. .......................... 39

5.25 De Minimis Distributions; Charitable Donation. ..................................... 39

5.26 Distributions in Satisfaction; Allocation. ................................................. 39

5.27 Section 1146 Exemption. ........................................................................... 39

5.28 Disbursing Agent. ..................................................................................... 40

ARTICLE VI ................................................................................................................................ 40

PROCEDURES FOR RESOLVING AND TREATING DISPUTED AND 

CONTINGENT CLAIMS ..................................................................................... 40

6.1 Prosecution of Objections to Claims. ....................................................... 40

6.2 Disputed Claim Reserve. ........................................................................... 41

6.3 Resolution of Disputed Claims. ................................................................. 41

6.4 Objections to Fully Impaired Claims. ....................................................... 41

6.5 Objection Deadline. .................................................................................. 41

6.6 Estimation of Claims. ................................................................................ 41

6.7 No Distribution Pending Allowance. ........................................................ 42

6.8 Resolution of Claims. ................................................................................ 42

6.9 Cumulative Remedies. ............................................................................... 42

6.10 Payments and Distributions on Disputed Claims. .................................... 42

ARTICLE VII ............................................................................................................................... 43

ALLOWANCE OR DISALLOWANCE OF CLAIMS AND INTERESTS .................... 43

7.1 Disallowance of Claims. ........................................................................... 43

7.2 Allowance of Claims. ................................................................................ 43

7.3 Controversy Concerning Impairment. ...................................................... 43

ARTICLE VIII .............................................................................................................................. 43

CONDITIONS PRECEDENT TO EFFECTIVENESS OF PLAN .................................. 43

8.1 Conditions Precedent. ............................................................................... 43

ARTICLE IX ................................................................................................................................ 44

EFFECT OF CONFIRMATION OF PLAN ..................................................................... 44

9.1 Binding Effect. ........................................................................................... 44

9.2 Discharge of Claims. ................................................................................ 44

9.3 Discharge of the Debtors. ......................................................................... 45

9.4 Term of Bankruptcy Injunctions or Stays.................................................. 45

9.5 Injunction Against Interference with Plan of Reorganization. ................. 45

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9.6 Authority to Effectuate the Plan. ............................................................... 46

9.7 Post-Confirmation Status Report. ............................................................. 46

9.8 Releases..................................................................................................... 46

9.9 Government Carve-Out. ............................................................................ 48

ARTICLE X .................................................................................................................................. 49

RETENTION OF JURISDICTION .................................................................................. 49

10.1 Retention of Jurisdiction. .......................................................................... 49

10.2 Abstention and Other Courts. ................................................................... 51

ARTICLE XI ................................................................................................................................ 52

INJUNCTION AND EXCULPATION PROVISIONS.................................................... 52

11.1 Injunction. ................................................................................................. 52

11.2 Exculpation from Liability. ....................................................................... 52

11.3 Police Power. ............................................................................................ 53

ARTICLE XII ............................................................................................................................... 53

MISCELLANEOUS PROVISIONS ................................................................................. 53

12.1 Corporate Action. ..................................................................................... 53

12.2 Operations of the Debtors Between the Confirmation Date and the Effective 

Date. .......................................................................................................... 54

12.3 Continued Corporate Existence of the Reorganized Debtors After the 

Effective Date. ........................................................................................... 54

12.4 Effectuating Documents and Further Transactions. ................................. 54

12.5 Nonconsensual Confirmation (“Cram Down”). ....................................... 55

12.6 Notice of the Effective Date. ..................................................................... 55

12.7 Seperability. .............................................................................................. 55

12.8 Revocation and Withdrawal of the Plan. .................................................. 55

12.9 Modification of the Plan. .......................................................................... 56

12.10 Severability. .............................................................................................. 56

12.11 Setoff and Recoupment. ............................................................................. 56

12.12 Governing Law.......................................................................................... 57

12.13 Plan Documents. ....................................................................................... 57

12.14 Removal of Debtors ................................................................................... 57

12.15 Special Provision Governing Unimpaired Claims ................................... 57

12.16 Transmittal of Distributions to Parties Entitled Thereto. ......................... 57

12.17 Expedited Determination of Post-Petition Taxes. ..................................... 58

12.18 Headings. .................................................................................................. 58

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12.19 Bankruptcy Rule 9019 Request; Impact. ................................................... 58

12.20 Retention of Causes of Action. .................................................................. 58

12.21 Extension of the Effective Date. ................................................................ 60

12.22 Notices....................................................................................................... 60

12.23 Manner of Payment. .................................................................................. 61

12.24 Vesting of Assets in the Reorganized Debtors. ......................................... 61

12.25 Distributions. ............................................................................................ 62

12.26 Surrender and Cancellation of Notes, Instruments, Certificates and Other 

Documents Evidencing Claims. ................................................................ 62

12.27 Post-Confirmation Accounts. .................................................................... 62

12.28 Directors, Officers, Members & Managers of the Reorganized Debtors. 62

12.29 Preservation of Causes of Action. ............................................................. 63

12.30 Prosecution and Settlement of Causes of Action. ..................................... 64

12.31 Automatic Stay. ......................................................................................... 64

12.32 Creditors’ Committee................................................................................ 65

12.33 Successors and Assigns. ............................................................................ 65

12.34 Reservation of Rights. ............................................................................... 65

12.35. Section 1125(e) Good Faith Compliance. ................................................ 65

12.36 Further Assurances. .................................................................................. 65

12.37 No Stay of Confirmation Order................................................................. 66

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INTRODUCTION 

IT’SUGAR FL I, LLC, IT’SUGAR, LLC, IT’SUGAR Atlantic City, LLC and IT’SUGAR 

FLGC, LLC, debtors and debtors-in-possession in the above-captioned jointly administered 

Chapter 11 Cases (“Debtors”) propose the following Plan of Reorganization for IT’SUGAR FL I, 

LLC, IT’SUGAR, LLC, IT’SUGAR Atlantic City, LLC and IT’SUGAR FLGC, LLC (as may be 

amended from time to time, and including all addenda, exhibits, schedules and other attachments 

hereto, as any of the same may be amended from time to time, all of which are incorporated herein 

by reference, the “Plan”), pursuant to the provisions of Chapter 11 of the Bankruptcy Code (as 

defined in section 1.2 below). 

For a discussion of the Debtors’ history, business, operations, assets and liabilities, for a 

summary and analysis of the Plan, preservation of Causes of Action, risk factors, liquidation 

analysis, tax implications and alternatives to the Plan, reference should be made to the Disclosure 

Statement Pursuant to 11 U.S.C. § 1125 For IT’SUGAR FL I, LLC, IT’SUGAR, LLC, IT’SUGAR 

Atlantic City, LLC and IT’SUGAR FLGC, LLC, dated April 20, 2021, as such disclosure statement 

may be amended, modified or supplemented (“Disclosure Statement”). 

ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE 

ENCOURAGED TO READ THE PLAN AND DISCLOSURE STATEMENT IN THEIR 

ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. SUBJECT TO

CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF 

THE BANKRUPTCY CODE, BANKRUPTCY RULE 3018 AND IN THIS PLAN, THE

DEBTORS RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR 

WITHDRAW THE PLAN PRIOR TO ITS SUBSTANTIAL CONSUMMATION. 

ARTICLE I 

DEFINITIONS; RULES OF INTERPRETATION; COMPUTATION OF TIME 

I. Scope of Definitions. 

For purposes of the Plan, except as expressly provided or unless the context otherwise 

requires, all capitalized terms not otherwise defined shall have the meaning ascribed to them in 

Article I of the Plan. Any term used in the Plan that is not defined herein, but that is used in the 

Bankruptcy Code or the Bankruptcy Rules (as defined below), shall have the meaning assigned to 

that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be. Whenever the 

context requires, such terms shall include the plural as well as the singular number, the masculine 

gender shall include the feminine and the feminine gender shall include the masculine. 

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II. Definitions. 

a. “Actions” or “Causes of Action” means, except as provided otherwise in the Plan, 

the Confirmation Order or any document, instrument, release or other agreement entered into in 

connection with the Plan, all claims, actions, choses in action, causes of action, suits, debts, dues, 

sums of money, accounts, rights to payment, reckonings, bonds, bills, specialties, controversies, 

variances, trespasses, damages, judgments, third-party claims, counterclaims and cross claims 

(including, but not limited to, any Avoidance Actions) whether known or unknown, fixed, 

contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether 

assertible directly or derivatively in law, equity, or otherwise, that are or may be pending on the 

Effective Date or instituted by the Reorganized Debtors after the Effective Date against any Person 

based on law or equity, including, but not limited to, under the Bankruptcy Code, whether direct, 

indirect, derivative, or otherwise and whether asserted or unasserted, known or unknown. Actions 

include, without limitation, those which are: (i) property of the bankruptcy estate under and 

pursuant to section 541 of the Bankruptcy Code; (ii) for subrogation and contribution; (iii) for 

turnover; (iv) for avoidable transfers and preferences under and pursuant to sections 542 through 

550 and 553 of the Bankruptcy Code and applicable state law; (v) to determine the extent, validity 

and priority of liens and encumbrances; (vi) for surcharge under section 506(c) of the Bankruptcy 

Code; (vii) for subordination under section 510 of the Bankruptcy Code; (viii) related to federal or 

state securities laws; (ix) direct or derivative claims or causes of action of any type or kind; (x) 

against any and all current and/or former officers and directors of the Debtors, including but not 

limited to for breach of fiduciary duty or aiding and abetting breach of fiduciary duty; (xi) under 

and pursuant to any policies for insurance, including for bad faith, maintained by the Debtors, 

including, without limitation, any liability insurance policy; (xii) for theft of corporate opportunity; 

(xiii) for collection on accounts, accounts receivables, loans, notes receivables or other rights to 

payment; (xiv) for the right to seek a determination by the Bankruptcy Court of any tax, fine or 

penalty relating to a tax, or any addition to a tax, under section 505 of the Bankruptcy Code; (xv) 

which arise under or as a result of any section of the Bankruptcy Code; and (xvi) for common law 

torts or aiding and abetting common law torts. A Cause of Action will not under any circumstances 

be waived as a result of the failure of the Plan Proponents to describe such Cause of Action with 

specificity in the Plan or the Disclosure Statement, and nothing in the Plan operates as a release of 

any of the Causes of Action except as specifically provided in the Plan. Causes of Action exclude 

any Causes of Action released under this Plan including under Article 9.8 hereof or under any prior 

agreement approved by the Bankruptcy Court prior to the Effective Date. Causes of Action also 

exclude Waived Avoidance Actions. 

b. “Administrative Expense Claim” means a Claim for costs and expenses of 

administration allowed under sections 503, 507(a)(1) or 507(b) of the Bankruptcy Code, including, 

without limitation, any actual and necessary expenses of preserving the Estate of the Debtor, any 

actual and necessary expenses of operating the business of the Debtor, all compensation or 

reimbursement of expenses to the extent allowed pursuant to Sections 330 or 503 of the 

Bankruptcy Code, and any fees or charges assessed against the Estate of the Debtor under section 

1930, chapter 123 of title 28 of the United States Code. 

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c. “Administrative Expense Claims Bar Date” means the date first set for the 

Confirmation Hearing unless previously set by prior Order of the Bankruptcy Court. 

d. “Affiliate” means, any Person that is an “affiliate” of any Debtor within the meaning 

of section 101(2) of the Bankruptcy Code. 

e. “Allowed” when used with respect to a Claim, means a Claim: (a) which has been 

listed on the Schedules of the Debtor as other than disputed, contingent or unliquidated and as to 

which no proof of Claim or objection has been timely filed; (b) as to which a proof of Claim has 

been timely filed and either (i) no objection thereto has been timely filed or (ii) the Claim has been 

allowed (but only to the extent allowed) by a Final Order of the Bankruptcy Court; (c) which has 

been allowed under the provisions of this Plan; (d) which is a Professional Claim for which a fee 

award amount has been approved by Final Order of the Bankruptcy Court; or (e) which is allowed 

pursuant to any stipulation of amount and nature of Claim executed by the Reorganized Debtors 

and Holder of the Claim on or after the Effective Date. For the avoidance of doubt, all claims 

against the Debtors, including those identified as "Allowed" herein, remain subject to review by 

parties-in-interest, including the Debtors or the Creditors’ Committee, and to objection. To the 

extent any claim is referred to herein as "Allowed", it is only for purposes of providing a 

description of such claim's treatment under the Plan if ultimately allowed. In the event an objection 

is filed to a claim deemed "Allowed" for purposes of voting on the Plan, the claim may later be 

disallowed by the Court. 

f. “Assets” means each and every item of Property of the Debtors’ Estates and every 

interest of the Debtors as of the Effective Date, whether tangible or intangible, legal or equitable, 

liquidated or unliquidated, whether or not controlled by the Debtors, and includes without 

limitation: (a) all real and personal property and Cash; (b) all rights, privileges, Claims, demands, 

or Causes of Action, whether arising by statute or common law, and whether arising under the 

laws of the United States, other countries, or applicable state or local law; (c) any and all amounts 

owed to the Debtors, contract rights, or other rights, including without limitation rights to payment, 

contribution or distribution, whether due prior or subsequent to the Petition Date; and (d) all 

Executory Contracts, and other contracts, agreements, licenses, and leases. 

g. “Available Cash” means Cash in the Debtors’ possession on the Effective Date and 

the net proceeds from the continued operations of the Debtors’ business, including, without 

limitation, recoveries from any prosecution of any Causes of Action. 

h. “Avoidance Actions” means a Cause of Action that the Debtors or their Estates may

assert under sections 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551 or 553 of the 

Bankruptcy Code (or any state, county, municipal or local law equivalent. 

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i. “Ballot” means the ballot, the form of which has been approved by the Bankruptcy 

Court, accompanying the Disclosure Statement provided to each Holder of a Claim entitled to vote 

to accept or reject this Plan. 

j. “Bankruptcy Code” or “Code” means Title 11 of the United States Code, 11 U.S.C. 

§§ 101, et seq., including any amendments thereto, in effect during the Bankruptcy Cases. 

k. “Bankruptcy Court” or “Court” means the United States Bankruptcy Court for the 

Southern District of Florida, Miami Division, in which the Chapter 11 Cases are pending. 

l. “Bankruptcy Rules” or “Rules” means the Federal Rules of Bankruptcy Procedure 

promulgated under Title 28, United States Code § 2075, as amended and the local rules for the 

Bankruptcy Court as now in effect or as the same may from time to time hereafter be amended. 

m. “Bar Date Order” means that certain “Notice of Chapter 11 Bankruptcy Case, 

Meeting of Creditors, & Deadlines” dated as of September 23, 2020 [ECF No. 9], establishing 

December 1, 2020 as the general bar date for filing proofs of Claim in the Chapter 11 Cases, with 

only those exceptions permitted thereby. 

n. “Books and Records” means, with respect to the Debtors, all books and records of 

such Debtor(s), including, without limitation, all documents and communications of any kind, 

whether physical or electronic. 

o. “Business Day” means any day that is not a Saturday, a Sunday or “legal holiday” 

as such term is defined in Bankruptcy Rule 9006(a). 

p. “Cash” means cash or cash equivalents, including but not limited to, wire transfers, 

checks and other readily marketable direct obligations of the United States of America and 

certificates of deposit issued by banks. 

q. Cash Flow” means the Debtors’ or the Reorganized Debtors’, as the case may be, 

EBITDA. 

r. “Chapter 11 Cases” means the Debtors’ bankruptcy cases that are pending before 

the United States Bankruptcy Court for the Southern District of Florida, Miami Division, pursuant 

to Chapter 11 of the Bankruptcy Code, in the Jointly Administered Chapter 11 Bankruptcy Cases 

of IT’SUGAR FL I, LLC (Case No. 20-20259); IT’SUGAR, LLC (Case No. 20-20261); 

IT’SUGAR Atlantic City, LLC (Case No. 20-20263); and IT’SUGAR FLGC, LLC (Case NO. 20-

20264). 

s. “Claim” means (a) a right to payment, whether or not such right is reduced to 

judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, 

legal, equitable, secured, or unsecured; (b) a right to an equitable remedy for breach of performance 

if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is 

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reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or 

unsecured; or (c) any other claim, as such term is defined in section 101(5) of the Bankruptcy 

Code. 

t. “Claims Objection Bar Date” means the bar date for objecting to proofs of Claim, 

which shall be sixty (60) days after the Effective Date; provided, however, that the Debtors or 

Reorganized Debtors, as applicable, may seek additional extensions of this date from the 

Bankruptcy Court, with notice only to those parties entitled to notice in the Chapter 11 Cases 

pursuant to Bankruptcy Rule 2002. A party requesting to extend the Claims Objection Bar Date 

may specify which entities may benefit from such an extension. 

u. “Class” means a category of Holders of Claims or Equity Interests as set forth in 

Article III of the Plan and pursuant to section 1122(a) of the Bankruptcy Code. 

v. “Confirmation” means the process leading to confirmation of the Plan, including 

the entry of the Confirmation Order pursuant to 11 U.S.C. § 1129. 

w. “Confirmation Date” means the date on which the Bankruptcy Court enters the 

Confirmation Order on its docket. 

x. “Confirmation Hearing” means the hearing before the Bankruptcy Court pursuant 

to section 1128 of the Bankruptcy Code to consider confirmation of this Plan. 

y. “Confirmation Order” means the order of the Bankruptcy Court confirming this 

Plan pursuant to section 1129 of the Bankruptcy Code; as such order may be amended, modified 

or supplemented. 

z. “Contingent” means, with reference to a Claim, a Claim that has not accrued or is 

not otherwise payable and the accrual of which or the obligation to make payment on which is 

dependent upon a future event that may or may not occur. 

aa. “Creditor” has the same meaning ascribed in 11 U.S.C. § 101(10) of the 

Bankruptcy Code and shall refer to any Holder of a Claim against a Debtor or Holder of any Claim 

against property of a Debtor as defined in section 102(2) of the Bankruptcy Code. 

bb. “Creditors’ Committee” shall mean the Official Committee of Unsecured Creditors 

appointed in these Chapter 11 Cases pursuant to the Appointment and Notice of Appointment of 

Joint Committee of Creditors Holding Unsecured Claims in the Jointly Administered Cases [ECF 

No. 110] as may be reconstituted from time to time. 

cc. “Cure” means a Claim for all unpaid monetary obligations, or adequate assurance 

of cure or compensation, or other amounts as may be agreed upon by the parties, under an 

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executory contract or unexpired lease (or assumed or assumed and assigned) by any Debtor 

pursuant to section 365 of the Bankruptcy Code or the Plan. 

dd. “Cure Claim” means a Claim for a Cure. 

ee. “Debtors” collectively means (1) IT’SUGAR FL I, LLC, (2) IT’SUGAR, LLC, (3) 

IT’SUGAR Atlantic City, LLC and (4) IT’SUGAR FLGC, LLC and where applicable, the Estates 

thereof. 

ff. “Debtor(s) in Possession” means the Debtors collectively, and each Debtor 

individually, with the status and rights conferred by sections 1107 and 1108 of the Bankruptcy 

Code. 

gg. “DIP Loan” means the senior secured postpetition financing received by the 

Debtors under the DIP Loan Documents. 

hh. “DIP Loan Documents” means the terms and conditions of that certain Loan and 

Security Agreement by and among the Debtors, as borrowers, and SHL, as lender. 

ii. “Disallowed” means, when referring to a Claim, a Claim or any portion of a Claim 

that has been disallowed or expunged by a Final Order of a Court. 

jj. “Disclosure Statement” means the disclosure statement for the Plan filed by the 

Plan Proponents and approved by the Bankruptcy Court pursuant to section 1125 of the 

Bankruptcy Code (including all schedules and exhibits thereto) as such disclosure statement may 

be amended or modified from time to time. 

kk. “Disclosure Statement Approval Order” means that certain order of the Bankruptcy 

Court, dated [TBD] (Doc. No. [TBD]) approving, among other things, the Disclosure Statement 

as containing adequate information pursuant to section 1125 of the Bankruptcy Code, and setting 

various deadlines in connection with Confirmation of the Plan. 

ll. “Disputed” means, with respect to any Claim: (a) listed on the Schedules as 

unliquidated, disputed or contingent, unless a proof of Claim has been filed in a liquidated, noncontingent amount; (b) as to which the Debtors or any other party in interest, has interposed a 

timely objection or request for estimation in accordance with the Bankruptcy Code and the 

Bankruptcy Rules; or (c) as otherwise disputed in accordance with applicable bankruptcy or 

insolvency law, which objection, request for estimation or dispute has not been withdrawn or 

determined by a Final Order. 

mm. “Disputed Claims Reserve” means the reserve funds created pursuant to Article VII 

herein. 

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nn. “Distributions” means distributions of Cash to be made to the Holders of Allowed 

Claims in accordance with the Plan. 

oo. “Distribution Agent” means the Person or Entity responsible for making 

Distributions under the Plan, and which may be Reorganized Debtors. 

pp. “EBITDA” means earnings before interest, taxes, depreciation and amortization 

(EBITDA). 

qq. “Effective Date” means the first Business Day after the Confirmation Date selected 

by the Plan Proponents on which the conditions precedent specified in Article VIII of this Plan 

have been either satisfied or waived. Within five (5) Business days of the Effective Date, notice of 

the Effective Date shall be filed in the Bankruptcy Court. 

rr. “Entity” has the meaning ascribed in 11 U.S.C. § 101(15). 

ss. “Equity Interests” or “Interests” means any ownership interest or share in any of 

the Debtors (including, without limitation all rights to obtain such an interest or share in any of the 

Debtors. 

tt. “Estate(s)” means the estates created in these Chapter 11 Cases for the Debtors 

pursuant to section 541 of the Bankruptcy Code. 

uu. “Executory Contract” means every unexpired lease to which any of the Debtors are 

a party, and every other contract that is subject to being assumed or rejected by any of the Debtors 

under section 365 of the Bankruptcy code, pursuant to the Plan or pursuant to separate motion. 

vv. “Exit Facility” means exit financing in the form of a senior secured debt facility in 

the aggregate principal amount of up to $13 million to be entered into by the Reorganized Debtors 

and SHL as contemplated in Article 5.4 of this Plan, pursuant to the Exit Facility Documents. 

ww. “Exit Facility Documents” means the documentation providing for and/or entered 

into in connection with the Exit Facility (each as amended, modified or supplemented from time 

to time in accordance with the terms thereof). 

xx. “Final Decree” means the Bankruptcy Court’s final decree pursuant to section

350(a) of the Bankruptcy Code and Bankruptcy Rules 3022 and 5009 closing the Chapter 11 Cases 

after the Estates have been fully administered. 

yy. “Final Distribution” means the final Distribution to the Holders of Allowed Claims

after all Causes of action have been liquidated and converted to Cash or abandoned. 

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zz. “Final Distribution Date” means the date as soon as practicable after the last to 

occur of: (a) the date that the last Claim becomes an Allowed Claim; or (b) the date upon which 

all Causes of Action have been liquidated and converted to Cash or abandoned. 

aaa. “Final Order” means an order or judgment of the Bankruptcy Court, or other court 

of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, 

modified or amended, and as to which the time to file an appeal, motion for reconsideration or 

rehearing, or request for a stay has expired with no appeal, motion for reconsideration or rehearing, 

or request for a stay having been timely filed. 

bbb. “General Unsecured Claims” means Claims against any Debtor that are not 

Administrative Expense Claims, a Secured Claim, a Priority Claim, a Subordinated Claim, an 

Intercompany Claim, any other class of Claim as defined in Article III, or Interests. 

ccc. “Holder” means an Entity or individual holding a Claim or Interest, as applicable 

or any authorized agent who has completed, executed and delivered a Ballot in according with the 

applicable voting instructions. 

ddd. “Impaired” means “impaired” within the meaning of sections 1123(a)(4) and 1124 

of the Bankruptcy Code, with respect to a Claim, Equity Interest, or Class of Claims or Equity 

Interests. 

eee. “Insider” has the meaning ascribed in section 101(31) of the Bankruptcy Code. 

fff. “Intercompany Claim” shall mean any Claim held by one Debtor against another 

Debtor arising at any time before the Effective Date. 

ggg. “IT’SUGAR” means “IT’SUGAR, LLC. 

hhh. “Lien” means any mortgage, lien, charge, security interest, encumbrance, or other 

security device of like kind affecting any asset or property of the Debtors as contemplated by 

section 101(37) of the Bankruptcy Code, but only to the extent that such interest is recognized as 

valid by a court of competent jurisdiction if the validity or scope of such interest is challenged by 

Debtors or any other party with standing to bring such a challenge. 

iii. “LLC Agreement” means the Sixth Amended and Restated LLC Agreement of 

IT’SUGAR, LLC. 

jjj. “Order” means a determination, decree, adjudication or judgment issued or entered 

by the Bankruptcy Court. 

kkk. “Other Priority Claims” means Claims accorded priority in right of payment under 

section 507(a) of the Bankruptcy Code, other than Priority Tax Claims. 

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lll. “Person” means an individual, corporation, limited partnership, general 

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

organization, any governmental unit, other entity or group. 

mmm. “Personal Property” means all tangible personal property of the Debtors. 

nnn. “Petition Date” means September 22, 2020, the date on which the Debtors filed

their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. 

ooo. “Plan” means this Chapter 11 Plan of Reorganization (as may be amended from 

time to time, and including all addenda, exhibits, schedules and other attachments hereto, as any 

of the same may be amended from time to time, all of which are incorporated herein by reference). 

ppp. Plan Documents” means all documents that aid in effectuating the Plan, including, 

without limitation, all addenda, exhibits, schedules, and the Plan Supplement, which documents 

(as may be amended, modified or supplemented from time to time) shall be in form and substance 

reasonably acceptable to the Plan Proponents. 

qqq. “Plan Payments” means payments made by the Debtors or Reorganized Debtors 

pursuant to the terms of the Plan. 

rrr. “Plan Proponents” means the Debtors. 

sss. “Plan Supplement” means the supplement, if any, to the Plan containing certain 

documents and forms of documents specified in the Plan each in form and substance reasonably 

acceptable to the Plan Proponents, which documents and forms shall be filed with the Bankruptcy 

Court no later than ten (10) days prior to the commencement of the hearing on confirmation of the 

Plan. 

ttt. “Prepetition” means the period of time preceding the Petition Date and concluding 

on the Petition Date. 

uuu. “Prepetition Line of Credit” means the revolving line of credit evidenced by that 

certain Credit Agreement dated August 24, 2018, as amended, in the principal amount of $6 million 

as of the Petition Date, by and among IT’SUGAR, as borrower, and SHL, as lender. 

vvv. “Prepetition Equipment Loan” means the equipment loan evidenced by that certain 

Master Loan and Security Agreement No. 45868-7000 dated September 6, 2018, by and among 

certain of the Debtors, as borrowers, and Banc of America Leasing and Capital, LLC and that 

certain Equipment Security Note Number 001 dated September 6, 2018, executed by IT’SUGAR 

in the original principal amount of $620,074.91, which loan was assigned to SHL prepetition. 

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www. “Priority Claim” means a Claim to the extent that it is of the kind described in, and 

entitled to priority under sections 507(a)(3), (a)(4), (a)(5), (a)(6), (a)(7), (a)(8) or (a)(9) of the 

Bankruptcy Code. 

xxx. “Priority Non-Tax Claim” means a Claim to the extent that it is of the kind 

described in, and entitled to priority under sections 507(a)(3), (a)(4), (a)(5), (a)(6), (a)(7) or (a)(9) 

of the Bankruptcy Code, that is not a Priority Tax Claim. 

yyy. “Priority Tax Claim” means every Unsecured Claim or portion thereof that is 

entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code. 

zzz. “Priority Unsecured Claim” means every Unsecured Claim or portion thereof that 

is not an Administrative Expense Claim or a Priority Tax Claim, and that is entitled to priority 

under any applicable provision of section 507 of the Bankruptcy Code. 

aaaa. “Pro Rata” shall mean the proportion (expressed as a percentage) that the amount 

of a Claim in a particular Class or Classes bears to the aggregate amount of all Claims (including 

Disputed Claims, but excluding disallowed Claims) in such Class or Classes, unless this Plan 

provides otherwise. 

bbbb. “Professional(s)” means: (i) any professional retained by the Debtors or the 

Creditors Committee in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court in 

accordance with Bankruptcy Code §§ 327 or 1103; (ii) any attorney or accountant seeking 

compensation or reimbursement of expenses pursuant to Bankruptcy Code § 503(b); and (iii) any 

entity whose fees and expenses are subject to approval by the Bankruptcy Court as reasonable 

pursuant to Bankruptcy Code § 1129(a)(4). 

cccc. “Professional Claim” means an Administrative Expense Claim of a Professional 

for compensation and/or reimbursement of expenses pursuant to section 327, 328, 330, 331, 503(b) 

or 1103 of the Bankruptcy Code in connection with an application made to the Bankruptcy Court 

in this Chapter 11 Case. 

dddd. “Proof of Claim” means the form filed with the Bankruptcy Court by a Creditor on 

which the specifics of a Claim are set forth as required by the Bankruptcy Code and the Bankruptcy 

Rules. 

eeee. “Proof of Interest” means the form filed with the Bankruptcy Court by an Equity 

Interest Holder on which the specifics of an Equity Interest are set forth as required by the 

Bankruptcy Code and the Bankruptcy Rules. 

ffff. “Property of the Estate” shall have the meaning ascribed to it in section 541 of the 

Bankruptcy Code. 

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gggg. “Property Tax Administrative Expense Claim” means every Claim of any state or 

local governmental unit that is an Administrative Expense Claim for unpaid property taxes, unpaid 

personal property taxes, or unpaid sales taxes or leasing taxes, and every prorated portion thereof 

arising on and after the Petition Date until the Effective Date. Allowed Property Tax 

Administrative Expense Claims will be classified and paid under the Plan as the Plan provides for 

Administrative Expense Claims. 

hhhh. “Record Date” means the date that the Disclosure Statement is conditionally

approved by the Bankruptcy Court. 

iiii. “Rejection Claim” means a claim for damages resulting from the rejection of an 

executory contract by the Debtors pursuant to Article IV of the Plan. 

jjjj. “Released Parties” means, collectively, (i) the Debtors, (ii) the Debtors’ 

Professionals, (iii) the Creditors’ Committee and its members (solely in their capacity as members 

of the Creditors’ Committee), (iv) the Creditors’ Committee’s Professionals, (v) the Plan 

Proponents, (vi) SHL, (vii) BBX Capital, Inc., and (viii) the current and former Representatives of 

each of the foregoing described in clauses “(i)” through “(vii)” hereof. 

kkkk. “Reorganized Debtors” refers to the Debtors upon the Effective Date in accordance 

with the Plan, and their successors. 

llll. “Representatives” means, with regard to an Entity (including the Debtors), any 

current or former members, equity holders, officers, directors, managers, principals, partners, 

employees, attorneys, Professionals, accountants, investment bankers, financial advisors, 

consultants, agents and other representatives (including their respective officers, directors, 

employees, independent contractors, members and professionals. 

mmmm. “Schedules” means the Debtors’ schedules of assets and liabilities filed with 

the clerk of the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as they have been or may be 

amended or supplemented from time to time in accordance with Bankruptcy Rule 1009. 

nnnn. “Secured Claims” means Claim(s) against the Debtors that are secured by a Lien

on property in which the Estates have an interest, which Liens are valid, perfected and enforceable 

under applicable law or by reason of a Final Order, or that are subject to setoff under section 553 

of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in the Estates’ 

interest in such property or to the extent of the amount subject to setoff, as applicable, as 

determined pursuant to section 506(a) of the Bankruptcy Code. 

oooo. “Secured Tax Claim” means a Claim secured by a statutory lien on Assets for 

unpaid taxes on such Assets. 

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pppp. “Security Interest” shall have the meaning ascribed to it in section 101(51) of the 

Bankruptcy Code. 

qqqq. “SHL” means SHL Holdings, Inc., a Florida corporation and wholly owned 

subsidiary of BBX Capital, Inc. 

rrrr. “Subordinated Claims” means (a) any Claim of any Person or Entity that is liable 

with the respective Debtor on or has secured the Claim of another creditor to the extent that such 

co-obligor’s Claim is for indemnity, contribution, or reimbursement and is not Allowed on or 

before the Confirmation Date, (b) any Claim for penalties or punitive damages and any other Claim 

of the type described in section 726(a)(4) of the Bankruptcy Code (and notwithstanding the general 

inapplicability of Chapter 7 of the Bankruptcy Code), including any lien securing such Claim, (c) 

any Claim subordinated under section 510 of the Bankruptcy Code and any lien securing such 

Claim, or (d) any Claim subordinated per the terms of this Plan or otherwise by Final Order of the 

Bankruptcy Court. 

ssss. “Tax Code” means the United States Internal Revenue Code of 1986, as amended. 

tttt. “Tax Returns” means all tax returns, reports, certificates, forms or similar 

statements or documents, including amended tax returns or requests for refunds. 

uuuu. “Unclaimed Property” means any Cash, or any other property of the Debtors 

unclaimed for a period of six (6) months after any Distribution or, in the event that the Distribution 

was made on the Final Distribution Date, six (6) months after the Final Distribution Date. 

vvvv. “Unimpaired” means not “impaired” within the meaning of sections 1123(a)(4) and 

1124 of the Bankruptcy Code, with respect to a Claim, Equity Interest, or Class of Claims or 

Equity Interests. 

wwww. “United States Trustee” shall have the meaning ascribed to it in 28 U.S.C. 

§ 581 et. seq. and, as used in the Plan, means the office of the United States Trustee for Region 

21 located in the Southern District of Florida, Miami, Florida.

xxxx. “Voting Deadline” means the date set in an order of the Bankruptcy Court as the

deadline for the return of Ballots accepting or rejecting the Plan. 

yyyy. “Waived Avoidance Actions” means those Avoidance Actions held by the Debtors 

or their Estates on the Effective Date against holders of General Unsecured Claims in Class 4 

(“General Unsecured Claims”), which shall be released and waived upon the Effective Date. 

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III. Rules of Interpretation. 

For purposes of the Plan, (a) any reference in the Plan to a contract, instrument, release, 

indenture or other agreement or document being in a particular form or on particular terms and 

conditions means that such document shall be substantially in such form or substantially on such 

terms and conditions; (b) any reference in the Plan to an existing document or exhibit filed or to 

be filed means such document or exhibit, as it may have been or may be amended, modified or 

supplemented; (c) unless otherwise specified, all references in the Plan to Articles, Sections, 

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

Plan (d) the words “herein” and “hereto” refer to the Plan in their entirety rather than to a particular 

portion of the Plan; (e) 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; and 

(f) the rules of construction set forth in section 102 of the Bankruptcy Code and in the Bankruptcy 

Rules shall apply. 

IV. 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 shall apply. 

V. United States Currency. 

All references herein to monetary figures shall refer to currency of the United States of 

America, unless otherwise expressly provided. 

VI. Exhibits. 

All exhibits and schedules, if any, to the Plan are incorporated into and are part of the Plan 

as if set forth herein. All exhibits and schedules to the Plan, shall be filed with the Clerk of the 

Bankruptcy Court not later than three (3) days prior to the deadline set by the Bankruptcy Court to 

vote to accept or reject the Plan. Such exhibits may be inspected in the office of the Clerk of the 

Bankruptcy Court during normal hours of operation of the Bankruptcy Court. Holders of Claims 

or Equity Interests may also obtain a copy of such exhibits, once filed, from the Debtors’ counsel 

by a written request sent to the following address: 

Meland Budwick, P.A. 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Attn: Joshua W. Dobin 

Telephone: 305.358.6363 

Email: jdobin@melandbudwick.com

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ARTICLE II 

PROVISIONS FOR PAYMENT OF ALLOWED ADMINISTRATIVE EXPENSE 

CLAIMS, PRIORITY TAX CLAIMS AND STATUTORY FEES 

2.1 Administrative Expense Claims and Professional Claims. 

Each Holder of an Allowed Administrative Expense Claim (including Professional Claims) 

shall, in full and final satisfaction, settlement, release and discharge thereof, and in exchange 

thereof, be paid the Allowed amount of its Administrative Expense Claim, in full, in Cash, on the 

Effective Date, or upon such other terms as may be agreed upon by the Holder of the claim and 

the Debtor, or, if the Claim does not become Allowed prior to the Effective Date, on the date the 

Allowed Amount of such claim is determined by Final Order of the Bankruptcy Court. 

 

With the exception of Professionals seeking the allowance and payment of Professional 

Claims, all requests for payment of Administrative Expense Claims, except Administrative 

Expense Claims filed or asserted pursuant to § 503(b)(9) of the Bankruptcy Code (which are 

covered by separate Court order) (ECF No. 94) shall be filed by the Administrative Expense 

Claims Bar Date. If such requests for payment of Administrative Expense Claims are not so timely 

filed, the Administrative Expense Claims will be Disallowed Claims and will be automatically 

deemed forever barred and the Holders of such Disallowed Claims shall be forever barred, 

estopped and enjoined from asserting such Claims in any manner against the Debtors, the Estates 

or the Reorganized Debtors, and without the need for any objection by the Debtors or the 

Reorganized Debtors, as the case may be, and without any further notice or action, order or 

approval of the Bankruptcy Court. 

2.2 Priority Tax Claims. 

The Debtors shall pay each holder of an Allowed Priority Tax Claim, in satisfaction of such 

Allowed Priority Tax Claim, the full unpaid amount of such Allowed Priority Tax Claim in Cash, 

on the later of (i) the Effective Date, (ii) the date such Allowed Priority Tax Claim becomes 

Allowed or as soon as practicable thereafter and (iii) the date such Allowed Priority Tax Claim is 

payable under applicable non-bankruptcy law; provided, however, that the Debtors shall not pay 

any premium, interest or penalty in connection with such Allowed Priority Tax Claim. 

2.3 Priority Claims (Non-Tax). 

Except to the extent that the Holder and the Debtors have agreed or may agree to different 

treatment, in full satisfaction of each Allowed Priority Claim (non-tax), exclusive of Priority Tax 

Claims under 11 U.S.C. § 507(a)(8), each Holder of an Allowed Priority Claim shall receive 

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payment of such Claim in full in Cash on the Effective Date. Payment will be made on the Effective 

Date or the date on which such Priority Claim becomes Allowed. 

2.4 DIP Loan Claims. 

Except to the extent that SHL agrees to a less favorable treatment, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each Allowed DIP Loan 

Claim, SHL shall be paid in full through the Exit Facility. Upon the payment or satisfaction of the 

Allowed DIP Loan Claims in accordance with this Article II, all Liens and security interests 

granted to secure the Allowed DIP Loan Claims shall be automatically terminated and of no further 

force and effect without any further notice to or action, order, or approval of the Bankruptcy Court 

or any other Entity. 

2.5 United States Trustee Fees; Claims for Statutory Fees; Quarterly Reports. 

The Reorganized Debtors shall pay the U.S. Trustee the appropriate sum required pursuant 

to 28 U.S.C. § 1930(a)(6), within ten (10) days of the Effective Date, for pre-confirmation periods. 

The Reorganized Debtors shall further pay the U.S. Trustee the appropriate sum required pursuant 

to 28 U.S.C. § 1930(a)(6) for post-confirmation periods within the time period set forth in 28 

U.S.C. § 1930(a)(6), based upon all post-confirmation disbursements made by the Debtors or 

Reorganized Debtors, as applicable, until the earlier of the closing of this case by the issuance of 

a Final Decree by the Bankruptcy Court, or upon the entry of an Order by the Bankruptcy Court 

dismissing this case or converting this case to another chapter under the United States Bankruptcy 

Code. After the Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall file 

a quarterly Post-Confirmation Operating Report which shall include, among other things, all 

payments made under the Plan and payments made in the ordinary course of business. Each Debtor 

or Reorganized Debtor, as applicable, shall remain obligated to pay quarterly fees to the Office of 

the U.S. Trustee until the earliest of that particular Debtor’s or Reorganized Debtors’, as 

applicable, case being closed pursuant to the terms of this Plan, dismissed or converted to a case 

under chapter 7 of the Bankruptcy Code. 

Any United States Trustee Fees owed on or before the Effective Date will be paid when 

due in the ordinary course from cash on hand. 

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ARTICLE III 

CLASSIFICATION, IMPAIRMENT AND TREATMENT OF CLAIMS AND EQUITY 

INTERESTS 

3.1 Classification. 

The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor. All 

Claims and Equity Interests, except Administrative Expense Claims (including Professional 

Claims), Priority Tax Claims and Claims for Statutory Fees, are placed in Classes as described 

below. A Claim or Equity Interest is placed in a particular Class for all purposes, including voting, 

confirmation, and Distribution under the Plan and under §§ 1122 and 1123(a)(1) of the Bankruptcy 

Code; provided, that a Claim or Equity Interest is placed in a particular Class for the purpose of 

receiving Distributions pursuant to the Plan only to the extent that such Claim or Equity Interest 

is an Allowed Claim or an Allowed Equity Interest in that Class and such Allowed Claim or 

Allowed Equity Interest has not been satisfied, released, or otherwise settled prior to the Effective 

Date. 

It is not possible to predict precisely the total amount of Claims in a particular Class or the 

Distributions that will be ultimately paid to Holders of Claims in the different Classes because of 

the variables involved in the calculations (including the results of the claims objection process). 

3.2 Summary. 

The categories of Claims and Equity Interests listed below, which exclude Administrative 

Expense Claims and Priority Claims (Tax and Non-Tax) in accordance with section 1123(a)(1) of 

the Bankruptcy Code, are classified for all purposes, including voting, confirmation and 

distribution pursuant to the Plan. 

The following table designates the Classes of Claims against and Equity Interests in the 

Debtors and specifies which of those Classes are (a) Impaired or Unimpaired by the Plan and (b) 

entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy 

Code. 

CLASS TYPE OF 

CLAIM OR 

EQUITY 

INTEREST 

STATUS TREATMENT ENTITLED 

TO VOTE? 

Class 1 Allowed 

Other 

Priority 

Claims 

Unimpaired Except to the extent that a holder of 

an Allowed Other Priority Claim has 

been paid by the Debtors prior to the 

Effective Date or agrees to a less 

No 

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CLASS TYPE OF 

CLAIM OR 

EQUITY 

INTEREST 

STATUS TREATMENT ENTITLED 

TO VOTE? 

 favorable classification and 

treatment, each holder of an Allowed 

Other Priority Claim shall receive 

the full unpaid amount of such 

Allowed Other Priority Claim in 

Cash, on the later of (i) the Effective 

Date or as soon as practicable 

thereafter, (ii) the date such Allowed 

Other Priority Claim becomes 

Allowed or as soon as practicable 

thereafter and (iii) the date such 

Allowed Other Priority Claim is 

payable under applicable nonbankruptcy law; provided, however, 

that the Debtors shall not pay any 

premium, interest or penalty in 

connection with such Allowed Other 

Priority Claim. 

Class 2 Allowed 

Secured 

Claim of 

SHL 

Holdings, 

Inc. 

Impaired (1) Except to the extent that SHL 

agrees to a less favorable treatment, 

in full and final satisfaction, 

settlement, release, and discharge of 

and in exchange for each Allowed 

Prepetition Line of Credit Secured 

Claim, SHL shall be paid in full 

through the Exit Facility. Upon 

payment or satisfaction of the 

Allowed Prepetition Line of Credit 

Secured Claim, all Liens and 

security interests granted to secure 

the Allowed Prepetition Line of 

Credit Secured Claim shall be 

automatically terminated and of no 

further force and effect without any 

further notice to or action, order, or 

approval of the Bankruptcy Court or 

any other Entity. 

Yes 

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CLASS TYPE OF 

CLAIM OR 

EQUITY 

INTEREST 

STATUS TREATMENT ENTITLED 

TO VOTE? 

(2) Except to the extent that SHL 

agrees to a less favorable treatment 

of its Allowed Prepetition 

Equipment Loan Secured Claim, 

SHL’s Allowed Prepetition 

Equipment Loan Secured Claim 

shall be assumed, ratified, and 

reinstated. 

Class 3 Allowed 

Secured 

Construction

/Mechanics 

Lien Claims 

Impaired Except to the extent that a holder of 

an Allowed Secured Construction / 

Mechanic’ Lien Claim has been paid 

by the Debtors prior to the Effective 

Date or agrees to a less favorable 

classification and treatment, each 

holder of an Allowed Secured 

Construction / Mechanic’ Lien 

Claim shall receive the full unpaid 

amount of such Allowed Secured 

Construction / Mechanic’ Lien 

Claim, in Cash, on the later of: (i) the 

Effective Date or as soon as 

practicable thereafter; (ii) the first 

Business Day after the date that is ten 

(10) Business Days after the date 

such Claim becomes an Allowed 

Secured Claim; and (iii) the date or 

dates agreed to by the Debtors and 

the holder of the Allowed Secured 

Construction / Mechanic’ Lien 

Claim. 

Yes 

Class 4 Allowed 

General 

Unsecured 

Claims 

Impaired One-time distribution comprised of 

15% of the respective Allowed 

General Unsecured Claim on the 

later of: (i) the Effective Date or as 

soon as practicable thereafter; (ii) the 

Yes 

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CLASS TYPE OF 

CLAIM OR 

EQUITY 

INTEREST 

STATUS TREATMENT ENTITLED 

TO VOTE? 

first Business Day after the date that 

is ten (10) Business Days after the 

date such Claim becomes an 

Allowed General Unsecured Claim; 

and (iii) the date or dates agreed to 

by the Debtors and the holder of the 

General Unsecured Claim. 

Class 5 Subordinated 

Claims 

Impaired No Distribution shall be made under 

the Plan from the Estates in respect 

of the Subordinated Claims. 

No; Deemed 

to reject the 

Plan 

Class 6 Equity 

Interests in 

the Debtors 

Impaired No Distribution shall be made under 

the Plan from the Estates in respect 

of the Equity Interests. 

No; Deemed 

to reject the 

Plan 

3.3 Separate Classes and Treatment. 

No Class, member of any Class or Holder of any Claim against the Debtors shall be entitled 

to or receive Cash or other property allocated for distribution to any other Class or to a Holder of 

a Claim, except as expressly specified in the Plan. The Reorganized Debtors shall not distribute 

any Cash or other property allocated to a Class, member of any Class or a Holder of a Claim to 

any other Class or member thereof or Holder of a Claim, except as expressly specified in the Plan 

or the Confirmation Order. 

3.4 Claims May be in More than One Class. 

A Claim is part of a particular Class only to the extent that the Claim qualifies within the 

definition of that Class and such Claim is part of a different Class to the extent that the remainder 

of the Claim qualifies within the description of a different Class. 

Class 1 – Allowed Other Priority Claims 

3.5 Allowed Other Priority Claims (Class 1). 

3.5.1 Classification: Class 1 is comprised of Priority Claims other than Priority Tax Claims. 

 

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Nature and Treatment of Allowed Other Priority Claims: As of the Petition Date Priority 

Claims other than Priority Tax Claims amount to approximately $458,089.00 (“Other Priority 

Claims”). Except to the extent that a holder of an Allowed Other Priority Claim has been paid by 

the Debtors prior to the Effective Date or agrees to a less favorable classification and treatment, 

each holder of an Allowed Other Priority Claim shall receive the full unpaid amount of such 

Allowed Other Priority Claim in Cash, on the later of (i) the Effective Date or as soon as practicable 

thereafter, (ii) the date such Allowed Other Priority Claim becomes Allowed or as soon as 

practicable thereafter and (iii) the date such Allowed Other Priority Claim is payable under 

applicable non-bankruptcy law; provided, however, that the Debtors shall not pay any premium, 

interest or penalty in connection with such Allowed Other Priority Claim. 

3.5.2 Voting: Class 1 is unimpaired. The Holders of Claims in Class 1 are not entitled to vote to 

accept or reject the Plan. 

Class 2 – Allowed Secured Claim of SHL Holdings, Inc. 

3.6 Allowed Secured Claim of SHL Holdings, Inc. (Class 2). 

3.6.1 Classification: Class 2 is comprised of the Allowed Secured Claim of SHL Holdings, Inc. 

3.6.2 Nature and Treatment of Allowed Secured Claim of SHL Holdings, Inc.: 

 As of the Petition Date, the Debtors acknowledge that SHL is owed $6,000,000.00 on 

account of its Allowed Prepetition Line of Credit Secured Claim. Except to the extent that SHL 

agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge 

of and in exchange for each Allowed Prepetition Line of Credit Secured Claim, SHL shall be paid 

in full through the Exit Facility. Upon payment or satisfaction of the Allowed Prepetition Line of 

Credit Secured Claim, all Liens and security interests granted to secure the Allowed Prepetition 

Line of Credit Secured Claim shall be automatically terminated and of no further force and effect 

without any further notice to or action, order, or approval of the Bankruptcy Court or any other 

Entity. 

As of the Petition Date, the Debtors acknowledge that SHL is owed $148, 653 on account 

of its Allowed Prepetition Equipment Loan Secured Claim. Except to the extent that SHL agrees 

to less favorable treatment, SHL’s Allowed Prepetition Equipment Loan Secured Claim shall be 

assumed, ratified, and reinstated. 

3.6.3 Voting: Class 2 is impaired. The Holder of Claims in Class 2 is entitled to vote to accept or 

reject the Plan. 

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Class 3 – Allowed Construction / Mechanic’s Lien Claims 

3.7 Allowed Construction / Mechanic’s Lien Claims (Class 3): 

3.7.1 Classification. Class 3 is comprised of the Allowed Construction / Mechanic’s Lien 

Claims.

3.7.2 Nature and Treatment of Allowed Construction/Mechanic’s Lien Claims: As of the 

Petition Date Construction / Mechanic’s Lien Claims amount to approximately $405,090.00 

(“Construction / Mechanic’s Lien Claims”). Except to the extent that a holder of an Allowed 

Secured Construction / Mechanic’ Lien Claim has been paid by the Debtors prior to the Effective 

Date or agrees to a less favorable classification and treatment, each holder of an Allowed Secured 

Construction / Mechanic’ Lien Claim shall receive the full unpaid amount of such Allowed 

Secured Construction / Mechanic’ Lien Claim, in Cash, on the later of: (i) the Effective Date or as 

soon as practicable thereafter; (ii) the first Business Day after the date that is ten (10) Business 

Days after the date such Claim becomes an Allowed Secured Claim; and (iii) the date or dates 

agreed to by the Debtors and the holder of the Allowed Secured Claim. 

3.7.3 Voting. Class 3 is impaired. The Holder of Claims in Class 3 is entitled to vote to accept or 

reject the Plan. 

Class 4 – Allowed General Unsecured Claims

3.8 Allowed General Unsecured Claims (Class 4). 

3.8.1 Classification: Class 4 is comprised of Allowed General Unsecured Claims against all 

Debtors. 

3.8.2 Nature and Treatment of Allowed General Unsecured Claims: As of the Petition Date 

General Unsecured Claims amount to approximately $10,396,241.00. In full satisfaction of the 

Allowed Class 4 Claims, holders of such claims shall receive a one-time lump sum distribution 

comprised of 15% of the respective Allowed General Unsecured Claim on the later of: (i) the 

Effective Date or as soon as practicable thereafter; (ii) the first Business Day after the date that is 

ten (10) Business Days after the date such Claim becomes an Allowed General Unsecured Claim; 

and (iii) the date or dates agreed to by the Debtors and the holder of the General Unsecured Claim. 

3.8.3 Voting: Class 4 is impaired. The Holders of Claims in Class 4 are entitled to vote to accept 

or reject the Plan. 

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Class 5 – Subordinated Claims 

3.9 Subordinated Claims (Class 5). 

3.9.1 Classification: Class 5 is comprised of subordinated claims. 

3.9.2 Nature and Treatment of Subordinated Claims: No Distribution shall be made under the 

Plan from the Estates in respect of the Subordinated Claims. 

3.9.3 Voting: Class 5 is impaired but is deemed to reject the Plan and not entitled to vote. 

Class 6 – Equity Interests 

3.10 Equity Interests (Class 6). 

3.10.1 Classification: Class 6 is comprised of any and all ownership interests currently issued or 

authorized in the Debtors. 

3.10.2 Nature and Treatment of Equity Interests: On the Effective Date, 100% of the equity in 

each Reorganized Debtor shall revest in the respective Reorganized Debtor. For the avoidance of 

doubt, with respect to IT’SUGAR, the rights and claims of Holders of Equity Interests as set forth 

in the LLC Agreement, and any and all other organizational documents of the Debtors, shall be 

assumed, ratified, and reinstated, including, without limitation, IT’SUGAR Holdings, LLC’s 

Preferred Return and Unreturned Invested Capital (as defined in the LLC Agreement). 

3.10.3 Voting: Class 6 is Impaired but is deemed to reject the Plan and not entitled to vote. 

ARTICLE IV

REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS / 

REJECTION CLAIMS / INJUNCTION 

4.1 General Treatment: Rejected if not Previously Assumed. 

Pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, upon the Effective 

Date, all executory contracts and unexpired leases that exist between the Debtors and any Person 

or Entity shall be deemed rejected by the Debtors, except for any executory contract or unexpired 

lease (i) that has been assumed or rejected pursuant to an order of the Bankruptcy Court entered 

prior to the Effective Date, (ii) as to which a motion for approval of the assumption of such 

executory contract or unexpired lease has been filed and served prior to the Effective Date, or (iii) 

that is specifically designated as an executory contract or unexpired lease to be assumed on the 

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attached Schedule of Assumed Executory Contracts and Unexpired Leases, provided however, 

that the Plan Proponents reserve the right, on or prior to the Confirmation Date, to amend the 

Schedule of Assumed Executory Contracts and Unexpired Leases to delete any executory contract 

therefrom, or add any executory contract, in which event such executory contract(s) shall be 

deemed to be, respectively, either rejected or assumed as of the Effective Date. Subject to the 

occurrence of the Effective Date, entry of the Confirmation Order shall constitute approval of such 

assumption or rejection pursuant to section 365(a) of the Bankruptcy Code and a finding by the 

Bankruptcy Court that each such assumption or rejection is in the best interests of the Debtors, the 

Reorganized Debtors, their Estates, and all parties in interest in the Chapter 11 Cases. 

4.2 Bar to Claims Arising from Rejection; Termination or Expiration. 

Claims created by the rejection of executory contracts or unexpired leases under the Plan 

(including, without limitation, the rejection provided in Article 4.1 herein (“General Treatment; 

Rejected if not Previously Assumed”) or the expiration or termination of any executory contract 

or unexpired lease prior to the Confirmation Date must be filed with the Bankruptcy Court and 

served on the Debtors or Reorganized Debtors, as applicable, not later than thirty (30) days after 

the Effective Date or thirty (30) days after entry of an Order rejecting such contract or lease if such 

Order is entered after the Effective Date. Any rejection claim for which a proof of claim is not 

filed and served within the time provided herein will be forever barred from assertion and shall 

not be enforceable against the Debtors, or their estates, assets, properties, or interests in property, 

or the Reorganized Debtors, or their estate, assets, properties, or interests in property. Nothing 

contained herein shall be deemed an admission by the Debtors or any of them that such rejection 

gives rise to or results in a Claim or shall be deemed a waiver by the Debtors or the Reorganized 

Debtors of any objections to such Claim if asserted. 

4.3 Assumption of Executory Contracts and Unexpired Leases. 

4.3.1 Assumption of Executory Contracts and Unexpired Leases; Schedule of Assumed 

Executory Contracts and Unexpired Leases. The Debtors are assuming all of the executory 

contracts and unexpired leases listed on the Schedule of Assumed Executory Contracts and 

Unexpired Leases attached hereto as Exhibit “A”, and the Plan shall be deemed to be a Motion 

pursuant to Rule 9013 by the Debtors to assume the Executory Contracts and Unexpired Leases 

set forth on the attached Exhibit A. Unless subject to separate motion and order of the Bankruptcy 

Court, the Confirmation Order will constitute an order of the Bankruptcy Court approving 

assumption of all of the executory contracts and unexpired leases listed on the Schedule of 

Assumed Executory Contracts and Unexpired Leases attached to the Plan pursuant to sections 

365(a) and 1123 of the Bankruptcy Code. 

4.3.2 Modifications, Amendments, Supplements, Restatements, or Other Agreements. Unless 

otherwise provided in the Plan, each executory contract or unexpired lease that is assumed pursuant 

to the Plan will include all modifications, amendments, supplements, restatements, or other 

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agreements that in any manner affect such executory contract or unexpired lease, and all rights 

related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, 

options, and any other interests, unless any of the foregoing agreements has been previously 

rejected or repudiated, or is rejected or repudiated pursuant to the Plan or separate motion and 

Final Order of the Bankruptcy Court. 

4.3.3 Modification of the Schedule of Assumed Executory Contracts and Unexpired Leases. The 

Schedule of Assumed Executory Contracts and Unexpired Leases may be modified by either of 

the Plan Proponents to add or delete contracts and leases up to three (3) days prior to the scheduled 

Confirmation Hearing. 

4.3.4 Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. With respect 

to each of the executory contracts or unexpired leases listed on the Schedule of Assumed Executory 

Contracts and Unexpired Leases, the Debtors will designate a proposed Cure and the assumption 

or assumption and assignment of such executory contract or unexpired lease will be conditioned 

on the disposition of all issues with respect to Cure. All Allowed Cure Claims will be satisfied by 

the Debtors by payment of the Cure in Cash on or as soon as reasonably practicable after the 

Effective Date or entry of an Order setting forth the Allowed Cure Claim is disputed as of the 

Effective Date or such other later date as the parties may agree. Any provisions or terms of the 

Debtors’ executory contracts or unexpired leases to be assumed and assigned pursuant to the Plan 

that are, or may be, alleged to be in default, shall be satisfied solely by the Cure, or by an agreedupon waiver of the Cure. Any and all Proofs of Claim based upon Executory Contracts or 

Unexpired Leases that have been assumed in the Chapter 11 Cases, including pursuant to the 

Confirmation Order, and for which any applicable Cure has been fully satisfied, shall be deemed 

disallowed and expunged as of the Effective Date without the need for any objection thereto or 

any further notice to or action, order, or approval of the Bankruptcy Court. 

4.3.5 Confirmation Order. Entry of the Confirmation Order will constitute a finding of adequate 

assurance of future performance by the Reorganized Debtors within the meaning of section 365 of 

the Bankruptcy Code. Any objections relating to adequate assurance of future performance, or any 

other matters relating to the assumption and assignment of executory contracts and unexpired 

leases (other than Cure Claim disputes) must be asserted as an objection to confirmation of the 

Plan. Assumption of any executory contract or unexpired lease pursuant to the Confirmation Order 

or other order of the Bankruptcy Court and payment of the Allowed Cure Claim will limit the 

Claims of any such contract counter-party to Claims for ongoing performance under the unexpired 

lease or executory contract by Reorganized Debtor pursuant to section 365(k) of the Bankruptcy 

Code. 

4.4 Rejection Claims. 

Any Claim arising out of the rejection of an Executory Contract pursuant to the 

Confirmation Order must be filed with the Bankruptcy Court on or before thirty (30) days from 

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the date of the Confirmation Order (the “Rejection Claim Bar Date”), and shall be served on 

counsel for the Debtor and the U.S. Trustee. Any such Claims not filed by the Rejection Claim 

Bar Date shall be discharged and forever barred. Each Allowed Claim arising from the rejection 

of an Executory Contract shall be treated as an Allowed General Unsecured Claim. Any Rejection 

Claim arising from the rejection of an unexpired lease or executory contract not barred by Section 

4.2 of the Plan shall be treated as a General Unsecured Claim pursuant to Article III of this Plan. 

Nothing contained herein shall be deemed an admission by the Debtors that such rejection gives 

rise to or results in a Claim or shall be deemed a waiver by the Debtors or the Reorganized Debtors 

of any objections to such Claim if asserted. 

4.5 Injunction. 

From and after the Effective Date, all Entities are permanently enjoined from commencing 

or continuing in any manner against the Debtors, the Reorganized Debtors, the Estates, the 

Creditors’ Committee, and their successors and assigns, and their assets and properties, as the case 

may be, any suit, action or other proceeding, on account of or respecting any Claim or Equity 

Interest, demand, liability, obligation, debt, right, Cause of Action, interest or remedy released or 

satisfied or to be released or satisfied pursuant to the Plan or the Confirmation Order. 

Except as otherwise expressly provided for in the Plan or in obligations issued pursuant to 

the Plan, from and after the Effective Date, all Entities shall be precluded from asserting against 

the Debtors, the Reorganized Debtors, the Estates, the Creditors’ Committee, and their successors 

and assigns and their assets and properties, any other Claims or Equity Interests based upon any 

documents, instruments, or any act or omission, transaction or other activity of any kind or nature 

that occurred prior to the Effective Date, solely to the extent that (a) such Claims or Equity Interests 

have been released or satisfied pursuant to the Plan or the Confirmation Order or (b) such Claims, 

Equity Interests, actions or assertions of Liens relate to property that will be distributed pursuant 

to the Plan or the Confirmation Order. 

The rights afforded in the Plan and the treatment of all Claims and Equity Interests in the 

Plan shall be in exchange for and in complete satisfaction of Claims and Equity Interests against 

the Debtors or any of their assets or properties solely to the extent that (a) such Claims or Equity 

Interests have been released or satisfied pursuant to the Plan or the Confirmation Order or (b) such 

Claims, Equity Interests, actions or assertions of Liens relate to property that will be distributed 

pursuant to the Plan or the Confirmation Order. 

Except as otherwise expressly provided for in the Plan or in obligations issued pursuant to 

the Plan, all Persons and Entities are permanently enjoined, on and after the Effective Date, on 

account of any Claim or Equity Interest satisfied and released pursuant to the Plan or Confirmation 

Order, from: 

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(a) commencing or continuing in any manner any action or other proceeding of any 

kind against any Debtor, any Reorganized Debtor, any Estate, the Creditors’ Committee, and their 

successors and assigns and their assets and properties; 

(b) enforcing, attaching, collecting or recovering by any manner or means any 

judgment, award, decree or order against any Debtor, any Reorganized Debtor, any Estate, the 

Creditors’ Committee, and their successors and assigns and their assets and properties; 

(c) creating, perfecting or enforcing any encumbrance of any kind against any Debtor, 

any Reorganized Debtor, any Estate, the Creditors’ Committee, and their successors and assigns 

and their assets and properties; and 

(d) commencing or continuing in any manner any action or other proceeding of any 

kind in respect of any Claim or Equity Interest or Cause of Action released or settled hereunder. 

4.6 Release of Liens. 

Except as otherwise provided herein or in any contract, instrument, release or other 

agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds 

of trust, Liens, pledges or other security interests against property of the Estates distributed under 

the Plan shall be fully released and discharged and all of the right, title and interest of any holder 

of such mortgages, deeds of trust, Liens, pledges or other security interest shall revert, as 

applicable, to the Debtors or Reorganized Debtors. 

ARTICLE V 

MEANS OF IMPLEMENTING THE PLAN

5.1 Consolidation for Voting and Distribution Purposes. 

The Debtors comprise a single Estate solely for the purposes of classification of Claims, 

voting on the Plan, confirmation of the Plan, and making Distributions under the Plan with respect 

to Allowed Claims against the Debtors. Such treatment shall not affect any Debtor’s status as a 

separate legal entity, change the organization structure of the Debtors’ business enterprise, 

constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of 

any legal entities, cause the transfer of any assets, nor result in the substantive consolidation of the 

Debtors; and, except as otherwise provided by or permitted in the Plan, all Debtors shall continue 

to exist as separate legal entities. Such treatment shall also not affect any Cause of Action available 

to any Debtor or the Debtors’ Estates. The above-described treatment serves only as a mechanism 

to effect a fair distribution of value to the Holders of Allowed Claims. 

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The Plan shall be deemed to be a motion, pursuant to Bankruptcy Rule 9013, by the Debtors 

for limited and partial substantive consolidation with respect to the Plan as set forth therein. Any 

objection by an affected Creditor to such consolidation shall be treated as an objection to 

Confirmation and shall be determined by the Bankruptcy Court at the Confirmation hearing. 

Failure to timely object to such limited or partial substantive consolidation may result in 

consolidation of the Debtors in accordance herewith, without further hearing. 

The substantive consolidation effected pursuant to this section shall not affect, without 

limitation: any (a) Claim(s) or Cause(s) of Action, including, without limitation, any of the 

Debtor’s defenses thereto or their ability to assert any counterclaim; (b) the Debtors’ setoff or 

recoupment rights, or (c) the requirements for any third party to establish mutuality prior to the 

Debtors’ or the Estates’ substantive consolidation in order to assert a right of setoff against the 

Debtors, the Reorganized Debtors, or the Estates. 

5.2 Business Operations and Cash Flow. 

The Debtors will continue to operate with reduced operating expenses and lease payments 

as a result of lease modifications. The Plan Proponents believe the cash flow generated from 

operations following the restructuring of debt and the Exit Facility will be sufficient to make all 

Plan Payments. 

5.3 Funds Generated During Chapter 11. 

Funds generated from operations through the Effective Date will be used for Plan 

Payments; however, the Debtors’ cash on hand as of Confirmation will be available for payment 

of Administrative Expense Claims. 

5.4 Exit Facility. 

On the Effective Date, the Reorganized Debtors will enter into definitive documentation 

which will be filed with the Court in advance of Confirmation as a supplement to the Plan, with 

respect to the Exit Facility in the aggregate principal amount of up to $13 million as a first lien 

facility. Confirmation of the Plan shall be deemed to constitute approval of the Exit Facility and 

the Exit Facility Documents (including all transactions contemplated thereby and all actions to be 

taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in 

connection therewith, including the payment, which payment shall not be subject to disgorgement, 

of all fees, indemnities, and expenses provided for therein) and, subject to the occurrence of the 

Effective Date, authorization for the Reorganized Debtors to enter into and perform their 

obligations under the Exit Facility Documents and such other documents as may be reasonably 

required or appropriate, in each case, in accordance with the Exit Facility Documents. On the 

Effective Date, the Exit Facility Documents shall constitute legal, valid, binding, and authorized 

obligations of the Reorganized Debtors, enforceable in accordance with their terms. The financial 

accommodations to be extended pursuant to the Exit Facility Documents are being extended, and 

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shall be deemed to have been extended, in good faith, for legitimate business purposes, are 

reasonable, shall not be subject to avoidance, recharacterization, or subordination (including 

equitable subordination) for any purposes whatsoever, and shall not constitute preferential 

transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any 

other applicable non-bankruptcy law. On the Effective Date, all of the guarantees, mortgages, 

pledges, claims, liens and other security interests granted or to be granted in accordance with the 

Exit Facility Documents (a) shall be legal, valid, binding, and enforceable guarantees, mortgages, 

pledges, claims and liens on, and security interests in, the collateral granted thereunder in 

accordance with the terms of the Exit Facility Documents, (b) shall be deemed automatically 

attached and perfected on the Effective Date without the need for any further action, approval or 

filing, subject only to such liens and security interests as may be permitted under the Exit Facility 

Documents, and (c) shall not be subject to avoidance, recharacterization, or subordination 

(including equitable subordination) for any purposes whatsoever and shall not constitute 

preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy 

Code or any applicable non bankruptcy law. The Reorganized Debtors and the Entities granted 

such liens and security interests are authorized to make all filings and recordings, and to obtain all 

governmental approvals and consents necessary to establish, attach, and perfect such liens and 

security interests under the provisions of the applicable state, provincial, federal, or other law 

(whether domestic or foreign) that would be applicable in the absence of the Plan and the 

Confirmation Order (it being understood that perfection shall occur automatically by virtue of the 

entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall 

not be required), and will thereafter cooperate to make all other filings and recordings that 

otherwise would be necessary under applicable law to give notice of such liens and security 

interests to third parties. All such documents shall be deemed to have recorded and filed as of the 

Effective Date. To the extent that any Holder of a Secured Claim that has been satisfied or 

discharged in full pursuant to the Plan, or any agent for such Holder, has filed or recorded publicly 

any liens and/or security interests to secure such Holder’s Secured Claim, then as soon as 

practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take 

any and all steps requested by the Debtors, the Reorganized Debtors, or any administrative agent 

under the Exit Facility Documents that are necessary to cancel and/or extinguish such liens and/or 

security interests. 

5.5 Indemnification of SHL. 

The Debtors and the Reorganized Debtors, shall (a) indemnify and hold harmless SHL 

from and against any expense, damage or liability arising from any Cause of Action brought by 

any person or Entity against SHL relating to the Debtors or the Plan (including the implementation 

of the Plan) that, in each case, has arisen or may arise through and including the Effective Date 

(including any Cause of Action that arises in connection with events occurring prior to the 

Effective Date), and (b) promptly advance to SHL its respective defense costs and expenses related 

to any such Cause of Action or any Claim, in each case (i) brought against it in any case, hearing, 

procedure or proceeding of any kind, (ii) threatened against it by any person or Entity, or (iii) 

brought against a third party and that requires the discovery of SHL or reasonably requires any 

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other intervention or involvement by SHL therein. This indemnification shall be enforceable 

regardless of whether any person (including the person from whom indemnification is sought) 

alleges or proves: (a) the sole, concurrent, contributory, or comparative negligence (whether such 

negligence is simple or gross) or fault of the person seeking indemnification or (b) the sole or 

concurrent strict liability imposed upon the person seeking indemnification. 

5.6 Intercompany Claims. 

Except as otherwise provided herein, Intercompany Claims held by one Debtor against 

another Debtor (if any) shall, solely for purposes of receiving Distributions under the Plan, be 

deemed waived, released and Disallowed, such that no such Intercompany Claim owed from one 

Debtor to another Debtor shall receive a Distribution under the Plan and the applicable Debtor 

shall not be entitled to vote on the Plan in connection therewith. 

5.7 Source of Funding for Plan Distributions. 

The Debtors or the Reorganized Debtors, as applicable, will use the (i) proceeds from the 

Exit Facility, (ii) Available Cash on the Effective Date, (iii) Cash Flow on and after the Effective 

Date, or, where applicable, (iv) Disputed Claims Reserve, to make all Distributions required to be 

made by the Debtors or the Reorganized Debtors, as applicable, on and after the Effective Date in 

accordance with the Plan. 

5.8 Manner of Cash Payments Under the Plan. 

Any Distribution pursuant to the Plan, to the extent posted in the United States mail, shall 

be deemed made when deposited by the Debtors or the Reorganized Debtors (or their respective 

agent(s)), as applicable, into the United States mail. At the option of the Debtors or the 

Reorganized Debtors, as applicable, any Cash payment to be made pursuant to the Plan shall be 

made, at the election of the Debtors or the Reorganized Debtors, as applicable, by check drawn on 

a domestic bank, by wire transfer, or by ACH, from a domestic bank, or other method mutually 

agreed upon by the holder of the Allowed Claim and the Debtors or the Reorganized Debtors. 

Whenever any Distribution to be made under the Plan shall be due on a day other than a Business 

Day, such Distribution shall instead be made, without interest, on the immediately succeeding 

Business Day, but shall be deemed to have been made on that due date. 

5.9 Waived Avoidance Actions. 

Notwithstanding anything to the contrary herein or in the Confirmation Order, upon the 

Effective Date, the Debtors shall be deemed to have waived and released the Waived Avoidance 

Actions. Effective as of the Effective Date, the Debtors and Reorganized Debtors, as applicable, 

waive any right to pursue, offensively or defensively, Avoidance Actions against the holders of 

General Unsecured Claims in Class 4 (“General Unsecured Claims”). 

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5.10 Post-Confirmation Operations. 

Following Confirmation, the Debtors shall execute such documents and take such other 

actions as are necessary to make effective the transactions provided for in the Plan. 

5.11 Post-Confirmation Accounts. 

The Debtors may establish one or more interest-bearing accounts as they determine may 

be necessary or appropriate to effectuate the provisions of the Plan consistent with § 345 of the 

Bankruptcy Code and any orders of the Bankruptcy Court. 

5.12 Disbursing Agent. 

The Reorganized Debtors will serve as the Disbursing Agents for all Distributions to be 

made under the Plan. In addition, the Reorganized Debtors will oversee and direct all claim 

objections and all other actions required to be taken under the Plan, the Bankruptcy Code, or by 

order of the Bankruptcy Court. 

5.13 Management and Control of the Reorganized Debtors. 

The operations of the Reorganized Debtors will continue to be managed by the Debtors’ 

management following Confirmation which will have continuing authorization to manage the dayto-day normal business operations of the Reorganized Debtors with all the powers and duties of a 

manager as set forth in the Debtors’ operating agreements. 

5.14 Closing of the Chapter 11 Cases. 

Notwithstanding anything to the contrary in the Bankruptcy Rules or Local Rules providing 

for earlier closure of the chapter 11 case, when all Claims against the Debtors have become 

Allowed Claims or disallowed Claims, and the Debtors’ Cash has been distributed in accordance 

with the Plan, or at such earlier time as the Reorganized Debtors deem appropriate, the 

Reorganized Debtors shall seek authority from the Bankruptcy Court to close the Chapter 11 Cases 

in accordance with the Bankruptcy Code and the Bankruptcy Rules. 

5.15 Entity Making Distributions. 

Except as otherwise provided in the Plan, Distributions to holders of Allowed Claims shall 

be made, and the responsibility for holding the Disputed Claims Reserve will be, by the Debtors, 

if before the Effective Date, or the Reorganized Debtors or the Distribution Agent, as the case may 

be, if on or after the Effective Date. The Debtors, the Reorganized Debtors and the Distribution 

Agent shall not be required to give any bond or surety or other security for the performance of 

their duties, unless otherwise ordered by the Bankruptcy Court.

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5.16 Distribution Dates. 

Distributions to holders of Claims shall be made as provided in Articles II and III of this 

Plan. In the event that 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. 

5.17 Record Date for Distributions. 

Except as otherwise provided in a Final Order of the Bankruptcy Court, the transferees of 

Claims that are transferred pursuant to Bankruptcy Rule 3001 on or prior to the Record Date will 

be treated as the holders of those Claims for all purposes, notwithstanding that any period provided 

by Bankruptcy Rule 3001 for objecting to the transfer may not have expired by the Record Date. 

The Debtors or Reorganized Debtors, as applicable, shall have no obligation to recognize any 

transfer of any Claim occurring after the Record Date. In making any Distribution with respect to 

any Claim, the Debtors or Reorganized Debtors, as applicable, shall be entitled instead to recognize 

and deal with, for all purposes hereunder, only the Entity that is listed on the proof of Claim filed 

with respect thereto or on the Schedules as the holder thereof as of the close of business on the 

Record Date and upon such other evidence or record of transfer or assignment that was known to 

the Debtors as of the Record Date. 

5.18 Delivery of Distributions. 

Subject to Bankruptcy Rule 9010 and except as otherwise provided herein, Distributions 

to the holders of Allowed Claims shall be made by the Debtors or Reorganized Debtors, as 

applicable, at (a) the address of each holder as set forth in the Schedules, unless superseded by the 

address set forth on proofs of Claim filed by such holder or (b) the last known address of such 

holder if no proof of Claim is filed or if the Debtors or Reorganized Debtors, as applicable, have 

not been notified in writing of a change of address. 

5.19 Undeliverable and Unclaimed Distributions. 

In the event that any Distribution to any holder of an Allowed Claim made by the Debtors 

or Reorganized Debtors, as applicable is returned as undeliverable, the Debtors or Reorganized 

Debtors, as applicable, shall use commercially reasonable efforts to determine the current address 

of each holder, but no Distribution to such holder shall be made unless and until the Debtors or 

Reorganized Debtors, as applicable, has determined the then current address of such holder; 

provided, however, that all Distributions to holders of Allowed Claims made by the Debtors or 

Reorganized Debtors, as applicable, that are unclaimed for a period of ninety (90) days after the 

date of the first attempted Distribution shall have its, his or her Claim for such undeliverable 

Distribution deemed satisfied and will be forever barred from asserting any such Claim against the 

Debtors or Reorganized Debtors, as applicable, or their property. Any Distributions which are 

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undeliverable or have not been negotiated within the time period set forth above shall be deemed 

unclaimed property under section 347(b) of the Bankruptcy Code and revested in the Debtors or 

Reorganized Debtors, as applicable. The Debtors or Reorganized Debtors, as applicable, shall 

have no further obligation to make any Distribution to the holder of such Claim on account of such 

Claim, and any entitlement of any holder of such Claim to any such Distributions shall be 

extinguished and forever barred; provided, however, that the holder of such Claim may receive 

future Distributions on account of such Claim by contacting the Debtors or Reorganized Debtors, 

as applicable, at some point prior to the final Distribution. 

5.20 Withholding from Distributions. 

Any federal, state or local withholding taxes or other amounts required to be withheld under 

applicable law shall be deducted from Distributions pursuant to the Plan. The Debtors or 

Reorganized Debtors, as applicable, may withhold from amounts distributable pursuant to the Plan 

to any Person or Entity any and all amounts, determined in the reasonable discretion of the Debtors 

or Reorganized Debtors, as applicable, required to be withheld by any law, regulation, rule, ruling, 

directive, or other governmental requirement. 

5.21 No Distributions on Late Filed Claims. 

Except as otherwise provided in a Final Order of the Bankruptcy Court, any Claim as to 

which a proof of Claim was required to be filed and was first filed after the applicable bar date in 

the Chapter 11 Cases, including, without limitation, the General Bar Date and any bar date 

established in the Plan or in the Confirmation Order, shall automatically be deemed a late-filed 

Claim that is disallowed in the Chapter 11 Cases, without the need for (a) any further action by the 

Debtors or (b) an order of the Bankruptcy Court. Nothing in this paragraph is intended to expand 

or modify the applicable bar dates or any orders of the Bankruptcy Court relating thereto. 

5.22 No Payments of Fractional Dollars. 

Notwithstanding any other provision of the Plan to the contrary, no payment of fractional 

dollars shall be made pursuant to the Plan. Whenever any payment of a fraction of a dollar under 

the Plan would otherwise be required, the actual Distribution made shall reflect a rounding down 

of such fraction to the nearest whole dollar. 

5.23 Interest on Claims. 

Except as specifically provided for in this Plan or the Confirmation Order or required by 

the Bankruptcy Code, interest shall not accrue on Claims and no holder of a Claim shall be entitled 

to interest on any Claim accruing on or after the Petition Date. Interest shall not accrue on any 

General Unsecured Claim that is a Disputed Claim in respect of the period from the Effective Date 

to the date a final Distribution is made thereon if and after that Disputed Claim becomes an 

Allowed Claim. Except as expressly provided herein or in a Final Order of the Bankruptcy Court, 

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no prepetition Claim shall be Allowed to the extent that it is for postpetition interest or similar 

charges. 

5.24 No Distribution in Excess of Allowed Amount of Claim. 

Notwithstanding anything to the contrary contained in the Plan, no holder of an Allowed 

Claim shall receive in respect of that Claim any Distribution in excess of the Allowed amount of 

such Claim. 

5.25 De Minimis Distributions; Charitable Donation. 

Notwithstanding anything to the contrary in the Plan, the Debtors or Reorganized Debtors, 

as applicable, shall not be required to make a Distribution to any Creditor if the dollar amount of 

the Distribution is less than $10 or otherwise so small that the cost of making that Distribution 

exceeds the dollar amount of such Distribution. On or about the time that the final Distribution is 

made, the Debtors or Reorganized Debtors, as applicable, may make a donation of undistributable 

funds as defined by Local Rule 3011-1(C)(1), in the reasonable discretion of the Debtors or 

Reorganized Debtors, as applicable, to one or more of the following organizations (each of which 

qualifies for not-for-profit status under section 501(c)(3) of the Tax Code) with undistributable 

funds if, in the reasonable judgment of the Debtors or Reorganized Debtors, as applicable, the cost 

of calculating and making the final Distribution of the undistributable funds remaining is excessive 

in relation to the benefits to the or holders of Claims who would otherwise be entitled to such 

Distributions: (i) the Bankruptcy Bar Foundation of the Bankruptcy Bar Association of the 

Southern District of Florida; or (ii) The Eleanor R. Cristol and Judge A. Jay Cristol Bankruptcy 

Pro Bono Assistance Clinic at the University of Miami School of Law. 

5.26 Distributions in Satisfaction; Allocation. 

Except for the obligations expressly imposed by the Plan and the property and rights 

expressly retained under the Plan, if any, the Distributions and rights that are provided in the Plan 

shall be in complete satisfaction and release of all Claims against, liabilities in, Liens on, 

obligations of and Equity Interests in the Debtors and their Estates, whether known or unknown, 

that arose or existed prior to the Effective Date. Distributions received in respect of Allowed 

Claims will be allocated first to the principal amount of such Claims, with any excess allocated to 

unpaid accrued interest (if any). 

5.27 Section 1146 Exemption. 

Pursuant to section 1146 of the Bankruptcy Code, the issuance, distribution, transfer or 

exchange of any equity security or notes, or the creation, making, assignment delivery or recording 

of any mortgage, deed of trust, instrument of transfer, pursuant to, in implementation of or as 

contemplated by the Plan or any Plan Document, or the vesting, re-vesting, transfer or sale of any 

property of, by or in the Debtors or their Estates or Reorganized Debtors pursuant to, in 

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implementation of or as contemplated by the Plan or any Plan Document, or any transaction arising 

out of, contemplated by or in any way related to the foregoing, shall not be subject to any document 

recording tax, stamp tax, conveyance fee, intangible or similar tax, mortgage tax, stamp act, real 

estate transfer tax, mortgage recording tax, sales and use Uniform Commercial Code filing or 

recording fee, or other similar tax or governmental assessment, and the appropriate state or local 

governmental officials or agents shall, by the Confirmation Order, be directed to forego the 

collection of any such tax or governmental assessment and to accept for filing and recording any 

of the foregoing instruments or other documents without the payment of any such tax or 

governmental assessment. 

5.28 Disbursing Agent. 

The Reorganized Debtors will serve as the Disbursing Agents for all Distributions to be 

made under the Plan. In addition, the Reorganized Debtors will oversee and direct all claim 

objections and all other actions required to be taken under the Plan, the Bankruptcy Code, or by 

order of the Bankruptcy Court. 

ARTICLE VI 

PROCEDURES FOR RESOLVING AND TREATING DISPUTED AND CONTINGENT 

CLAIMS 

6.1 Prosecution of Objections to Claims. 

Unless otherwise ordered by the Bankruptcy Court after notice and a hearing, and except 

as otherwise provided in the Plan, Debtors shall have the exclusive right to make and file objections 

to all Claims, other than those claims deemed as “Allowed” under the terms of the Plan. All 

objections commenced prior to the Confirmation Date shall be finished by the Reorganized 

Debtors. 

Unless another time is set by order of the Bankruptcy Court, all objections to Claims and 

Equity Interests shall be filed with the Bankruptcy Court and served upon the Holders of each of 

the Claims to which objections are made by the Claims Objection Bar Date. 

Except as may be specifically set forth herein (including in Section 5.9 herein), nothing in 

the Plan, the Disclosure Statement, the Confirmation Order, or any order in aid of Confirmation, 

shall constitute, or be deemed to constitute, a waiver or release of any claim, cause of action, right 

of setoff, or other legal or equitable defense that the Debtors had immediately prior to the 

commencement of the Bankruptcy Cases against or with respect to any Claim or Equity Interest, 

with the exception of claims against any creditor who holds a stipulated and Allowed Claim under 

the Plan. Except as set forth in the Plan, upon Confirmation the Debtors shall have, retain, reserve 

and be entitled to assert all such claims, Causes of Action, rights of setoff and other legal or 

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equitable defenses that either Debtors had immediately prior to the commencement of the 

Bankruptcy Case as if the Bankruptcy Case had not been commenced. 

6.2 Disputed Claim Reserve. 

The Debtors or Reorganized Debtors, as applicable, will withhold from the property that 

would otherwise be distributed to holders of Claims within a given Class an amount sufficient to 

be distributed on account of Claims that are not Allowed Claims within that Class as of the 

Effective Date, and shall place such withheld property in a Disputed Claims Reserve, which 

thereafter will be retained and administered by the Debtors. 

6.3 Resolution of Disputed Claims. 

The Debtors or Reorganized Debtors, as applicable, shall have the right to make and file 

objections to Claims in the Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court 

after notice and a hearing, all Disputed Claims shall be subject to the exclusive jurisdiction of the 

Bankruptcy Court. 

6.4 Objections to Fully Impaired Claims.

Certain Claims and all Equity Interests are fully Impaired under the Plan and not entitled 

to any distribution under the Plan. As a result, the Debtors do not intend to object to any such 

Claims or Equity Interests since the allowance or disallowance of such Claims or Equity Interests 

will have no impact on the Debtors or their Estates. However, the Debtors (and after the Effective 

Date, the Reorganized Debtors) reserve the right to file objections to such Claims and Equity 

Interests at any time they deem appropriate, if ever, until the closing of this Chapter 11 Case. 

6.5 Objection Deadline. 

All objections to Disputed Claims shall be filed no later than the Claims Objection Bar 

Date, unless otherwise ordered by the Bankruptcy Court after notice and a hearing, with notice 

only to those parties entitled to notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. 

6.6 Estimation of Claims.

The Debtors may, at any time, request that the Bankruptcy Court estimate any contingent, 

disputed, or unliquidated Claim pursuant to § 502(c) of the Code, regardless of whether the 

Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled on any 

such objection; and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time 

during litigation concerning any objection to any Claim, including during the pendency of any 

appeal relating to any such objection. In the event the Bankruptcy Court estimates any contingent, 

disputed, or unliquidated Claim, that estimated amount will constitute either the Allowed Amount 

of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If 

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the estimated amount constitutes a maximum limitation on such Claim, the Debtors may elect to 

pursue any supplemental proceedings to object to any ultimate payment on such Claim. 

6.7 No Distribution Pending Allowance. 

Notwithstanding any other provision in the Plan, if any portion of a Claim is disputed, no 

payment or Distribution provided under the Plan shall be made on account of such Claim unless 

and until such Disputed Claim becomes an Allowed Claim. 

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions 

(if any) shall be made to the holder of such Allowed Claim in accordance with the provisions of 

the Plan. Upon allowance, a holder of the Allowed Disputed Claim shall receive any Distributions 

that would have been made up to the date of allowance to such holder under the Plan had the 

Disputed Claim been allowed on the Effective Date. 

6.8 Resolution of Claims. 

On and after the Effective Date, the Debtors shall have the authority to compromise, settle, 

otherwise resolve or withdraw any objections to Claims, and to compromise, settle, or otherwise 

resolve any Disputed Claims without approval of the Bankruptcy Court. 

6.9 Cumulative Remedies. 

All of the aforementioned Claims objections, estimation, and resolution procedures are 

cumulative and not necessarily exclusive of one another. Claims may be estimated and 

subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the 

Bankruptcy Court. Until such time as an Administrative Expense Claim, Claim, or Equity Interest 

becomes an Allowed Claim, such Claim shall be treated as a Disputed Administrative Expense 

Claim, Disputed Claim, or Disputed Equity Interest for purposes related to allocations, 

distributions, and voting under the Plan. 

6.10 Payments and Distributions on Disputed Claims. 

As and when authorized by a Final Order, Disputed Claims or Interests that become 

“Allowed” shall be paid by the Reorganized Debtors such that the Holder of such Allowed Claim 

or Interest receives all payments and distributions to which such Holder is entitled under the Plan 

in order to bring payments to the affected Claimants current with the other participants in the 

particular Class in question. Except as otherwise provided herein, no partial payments and no 

partial distributions will be made with respect to a Disputed Claim or Interest until the resolution 

of such dispute by settlement or Final Order. Unless otherwise agreed to by the Reorganized 

Debtors or as otherwise specifically provided herein, a Creditor or Equity Interest Holder who 

holds both an Allowed Claim and a Disputed Claim or Interest will not receive a distribution until 

such dispute is resolved by settlement or Final Order. 

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ARTICLE VII 

ALLOWANCE OR DISALLOWANCE OF CLAIMS AND INTERESTS 

7.1 Disallowance of Claims. 

All Claims held by entities against whom the Debtors have obtained a Final Order 

establishing liability for a cause of action under sections 542, 543, 522(f), 522(h), 544, 545, 547, 

548, 549, or 550 of the Code shall be deemed disallowed pursuant to section 502(d) of the Code, 

and Holders of such Claims may not vote to accept or reject the Plan, both consequences to be in 

effect until such time as such causes of action against that entity have been settled or resolved by 

a Final Order and all sums due the Debtors by that Entity are turned over to the Debtors. The 

Debtors, and the Reorganized Debtors when appropriate, shall have the exclusive right and 

authority to bring any causes of action under Chapter 5 of the Bankruptcy Code (except the Waived 

Avoidance Actions). 

7.2 Allowance of Claims. 

 

Except as expressly provided herein, no Claim or Equity Interest shall be deemed Allowed 

by virtue of the Plan, Confirmation Order, or any Order of the Bankruptcy Court in the Chapter 11 

Cases, unless and until such Claim or Equity Interest is deemed Allowed under the Code or the 

Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim or Equity 

Interest or the Claims Objection Bar Date lapses and no objection is filed by the Reorganized 

Debtors. 

7.3 Controversy Concerning Impairment. 

If a controversy arises as to whether any Claims or Equity Interests or any Class of Claims 

or Equity Interests are Impaired under the Plan, the Bankruptcy Court, after notice and a hearing, 

shall determine such controversy before the Confirmation Date. If such controversy is not resolved 

prior to the Effective Date, the Plan Proponents’ interpretation of the Plan shall govern. 

ARTICLE VIII 

CONDITIONS PRECEDENT TO EFFECTIVENESS OF PLAN 

8.1 Conditions Precedent. 

The Effective Date of the Plan shall not occur unless and until the following conditions 

shall have been satisfied or waived by the Plan Proponents, as determined in their sole discretion: 

(a) the Bankruptcy Court shall have entered the Confirmation Order in form and substance 

acceptable to the Plan Proponents, and such Confirmation Order shall not have been appealed 

within fourteen (14) calendar days of entry or, if such Confirmation Order is appealed, shall not 

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have been stayed pending appeal, and there shall not have been entered by any court of competent 

jurisdiction any reversal, modification or vacation, in whole or in part, of such Confirmation Order; 

(b) the Bankruptcy Court shall have approved the information contained in the Disclosure 

Statement as adequate pursuant to § 1125 of the Bankruptcy Code; (c) all documents, instruments 

and agreements provided for hereunder or necessary to implement the Plan shall have been 

executed and delivered by the parties thereto; (d) there is sufficient available Cash of the Debtors 

to pay all Allowed Administrative Expense Claims (including Allowed Professional Claims), 

Allowed Priority Claims and Allowed Priority Tax Claims, as applicable; and (f) no order of a 

court restraining the Debtors from consummating the Plan shall have been entered and shall remain 

in effect. 

The conditions precedent specified above may be waived in whole or in part by the Plan 

Proponents. Subject to the foregoing, any such written waiver of a condition precedent set forth in 

this Section may be effected at any time, without notice, without leave or order of the Bankruptcy 

Court, and without any formal action other than proceeding to consummate the Plan. Any actions 

required to be taken on the Effective Date shall take place and shall be deemed to have occurred 

simultaneously, and no such action shall be deemed to have occurred prior to the taking of any 

other such action. If the Debtors decide that one of the foregoing conditions cannot be satisfied, 

and the occurrence of such condition is not waived in writing by the Debtors, then the Debtors 

shall file a notice of the failure of the Effective Date with the Bankruptcy Court, at which time the 

Plan and the Confirmation Order shall be deemed null and void. 

ARTICLE IX 

EFFECT OF CONFIRMATION OF PLAN

9.1 Binding Effect. 

Subject to the occurrence of the Effective Date, on and after the Confirmation Date, the 

provisions of the Plan shall bind the Debtors, the Reorganized Debtors, and any Holder of a Claim 

against, or Equity Interest in, the Debtors and such Holder’s respective successors and assigns, 

whether or not the Claim or Equity Interest of such Holder is Impaired under the Plan and whether 

or not such Holder has accepted the Plan. 

9.2 Discharge of Claims. 

Except as provided herein, the rights afforded in the Plan and the payments and 

Distributions to be made hereunder shall discharge all existing debts and Claims, of any kind, 

nature, or description whatsoever against or in the Debtors or any of their assets or properties to 

the fullest extent permitted by § 1141 of the Bankruptcy Code. Except as provided herein, upon 

the Effective Date, all existing Claims against the Debtors shall be discharged and terminated, and 

all Holders of Claims and Equity Interests shall be precluded and enjoined from asserting against 

the Reorganized Debtors, their respective successors or assignees, or any of their respective assets 

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or properties, any other or further Claim or Equity Interest based upon any act or omission, 

transaction, or other activity of any kind or nature that occurred prior to the Effective Date, whether 

or not such Holder has filed a proof of claim or proof of equity interest, and whether or not the 

facts or legal bases therefore were known or existed prior to the Effective Date. Upon the Effective 

Date, all such persons shall be forever precluded and enjoined, pursuant to § 524 of the Bankruptcy 

Code, from prosecuting or asserting any such discharged Claim against or Equity Interest in the 

Debtors or the Reorganized Debtors. Nothing in this section should be interpreted as a discharge 

of the Debtors’ or Reorganized Debtors’ rights or obligations under the Plan. 

9.3 Discharge of the Debtors. 

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically 

provided in the Plan or in the Confirmation Order, the Distributions and rights that are provided in 

the Plan will be in complete satisfaction, discharge, and release, of any and all Claims, whether 

known or unknown, against the Debtors or Reorganized Debtors or any of their assets or properties, 

regardless of whether the property has been distributed or retained pursuant to the Plan. Without 

limiting the generality of the foregoing, the Debtors or Reorganized Debtors will be discharged 

from any and all Claims and debts of the kind specified in sections 502(g), 502(h) of 502(i) of the 

Bankruptcy Code, in each case whether or not (a) a proof of claim is filed or deemed filed under 

section 501 of the Bankruptcy Code, (b) a Claim is allowed under section 502 of the Bankruptcy 

Code, or (c) the holder of such a Claim accepted the Plan. Except as otherwise provided in the 

Plan, the Confirmation Order shall be a judicial determination of discharge of all liabilities of the 

Debtors arising before the Effective Date. Under section 524 of the Bankruptcy Code, the 

discharge granted under this section shall avoid any judgment against the Debtors at any time 

obtained (to the extent it relates to a discharged Claim), and operates as an injunction against the 

prosecution of any action against the Debtors or the Estates (to the extent such action relates to a 

discharged claim). Nothing in this Article 9.3 should be interpreted as a discharge of the Debtors’ 

or Reorganized Debtors’ rights or obligations under the Plan. 

9.4 Term of Bankruptcy Injunctions or Stays. 

Unless otherwise provided herein, all injunctions or stays arising under or entered during 

the Chapter 11 Cases under § 105 or 362 of the Bankruptcy Code, or otherwise, and in existence 

on the Confirmation Date, other than injunctions issued pursuant to the Plan shall remain in full 

force and effect until the later of the Effective Date and the date indicated in the order providing 

for such injunction or stay. 

9.5 Injunction Against Interference with Plan of Reorganization. 

Upon the entry of the Confirmation Order, all Holders of Claims and Equity Interests and 

other parties in interest, along with their respective present or former employees, agents, officers, 

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managers, directors, principals and Affiliates shall be enjoined from taking any actions to interfere 

with the implementation or consummation of the Plan. 

9.6 Authority to Effectuate the Plan. 

Upon the entry of the Confirmation Order by the Bankruptcy Court, all matters provided 

for under the Plan will be deemed to be authorized and approved without further approval from 

the Bankruptcy Court. Unless otherwise noted herein, Reorganized Debtors shall be authorized, 

without further application to or order of the Bankruptcy Court, to take whatever action is 

necessary to achieve Consummation and carry out the Plan. 

9.7 Post-Confirmation Status Report. 

Within 90 days of the entry of the Confirmation Order, the Reorganized Debtors will file 

a status report with the Bankruptcy Court explaining what progress has been made toward 

consummation of the confirmed Plan. The status report will be served on the United States Trustee, 

and those parties who have requested special notice post-confirmation. The Bankruptcy Court may 

schedule subsequent status conferences in its discretion. 

9.8 Releases.

9.8.1 Releases by the Debtors and their Estates. Notwithstanding anything contained in 

the Plan to the contrary, as of the Effective Date, for the good and valuable consideration 

provided by each of the Released Parties, each of the Debtors, the Reorganized Debtors, their 

Estates, and each of their current and former Affiliates and Representatives shall be deemed 

to have provided a full, complete, unconditional and irrevocable release to the Released 

Parties (and each such Released Party so released shall be deemed released by the Debtors 

and their current and former Affiliates and Representatives, the Estates and the Creditors’ 

Committee and its members but solely in their capacity as members of the Creditors’ 

Committee and not in their individual capacities), from any and all Causes of Action and any 

other debts, obligations, rights, suits, damages, actions, remedies and liabilities whatsoever, 

whether accrued or unaccrued, whether known or unknown, foreseen or unforeseen, existing 

before the Effective Date, as of the Effective Date or arising thereafter, in law, at equity, 

whether for tort, contract, violations of statutes (including but not limited to the federal or 

state securities laws), or otherwise, based in whole or in part upon any act or omission, 

transaction, or other occurrence or circumstances existing or taking place prior to or on the 

Effective Date arising from or related in any way to the Debtors, the Debtors’ in- or out-ofcourt restructuring efforts, any intercompany transactions, transactions pursuant and/or 

related to the Prepetition Line of Credit, the Prepetition Equipment Loan, the DIP Loan 

(and any payments or transfers in connection therewith), any preference or avoidance claims 

pursuant to sections 544, 547, 548, or 549 of the Bankruptcy Code, the formulation, 

preparation, dissemination, negotiation, or consummation of the Exit Facility, the 

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settlements contemplated by the Plan, or any contract, instrument, release, or other 

agreement or document (including providing any legal opinion requested by any Entity 

regarding any transaction, contract, instrument, document, or other agreement 

contemplated by the Plan or the reliance by any Released Party on the Plan or the 

Confirmation Order in lieu of such legal opinion) created or entered into in connection with 

the Disclosure Statement, the Plan, the Exit Facility, the Chapter 11 Cases, the filing of the 

Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the 

administration and implementation of the Plan, including the issuance or distribution of 

Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or 

any other related agreement, or upon any other act or omission, transaction, agreement, 

event, or other occurrence taking place on or before the Effective Date related or relating to 

the foregoing, including, without limitation, those that any of the Debtors would have been 

legally entitled to assert or that any holder of a Claim or Equity Interest or other Entity 

would have been legally entitled to assert for or on behalf of any of the Debtors or the Estates, 

including those in any way related to the Chapter 11 Cases or the Plan; provided, however, 

that the foregoing release shall not prohibit the Debtors, the Reorganized Debtors or the 

Estates from asserting any and all defenses and counterclaims in respect of any Disputed 

Claim asserted by any Released Parties; provided further that nothing contained in the 

foregoing provision or elsewhere in the Plan or Confirmation Order shall be construed as a 

release of any claims against any Released Party resulting from an act or omission 

determined by a final order of a court of competent jurisdiction to have constituted willful 

misconduct or gross negligence, provided that each such Released Party shall be entitled to 

rely upon the advice of counsel concerning its duties pursuant to, or in connection with, its 

actions or inactions. 

9.8.2 Releases by Holders of Claims. Except as otherwise provided in this Article 9.8.2 of 

the Plan, as of the Effective Date, each Person, other than any of the Debtors, who votes to 

accept the Plan or accepts a Distribution under the Plan, or is deemed to accept the Plan, or 

abstains from voting on the Plan, shall be deemed to fully, completely, unconditionally, 

irrevocably, and forever release the Released Parties of and from any and all Claims and 

Causes of Action and any other debts, obligations, rights, suits, damages, actions, remedies 

and liabilities whatsoever, whether accrued or unaccrued, whether known or unknown, 

foreseen or unforeseen, existing before the Effective Date, as of the Effective Date or arising 

thereafter, in law, at equity, whether for tort, contract, violations of statutes (including but 

not limited to the federal or state securities laws), or otherwise, based in whole or in part 

upon any act or omission, transaction, or other occurrence or circumstances existing or 

taking place prior to or on the Effective Date arising from or related in any way to the 

Debtors (including the day-to-day management of the Debtors, any decisions made or not 

made by the Debtors’ board members, and/or the ownership or operation of the Debtors), 

Reorganized IT’SUGAR (including the formation thereof), the Debtors’ in- or out-of-court 

restructuring efforts, any intercompany transactions, transactions pursuant and/or related 

to the Prepetition Line of Credit, the Prepetition Equipment Loan, the DIP Loan (and any 

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payments or transfers in connection therewith), the formulation, preparation, dissemination, 

negotiation, or consummation of the Exit Facility, the settlements contemplated by the Plan, 

or any contract, instrument, release, or other agreement or document (including providing 

any legal opinion requested by any Entity regarding any transaction, contract, instrument, 

document, or other agreement contemplated by the Plan or the reliance by any Released 

Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered 

into in connection with the Disclosure Statement, the Plan, the Exit Facility, the Chapter 11 

Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration 

and implementation of the Plan, including the issuance or distribution of Securities pursuant 

to the Plan (if any), or the distribution of property under the Plan, or any other related 

agreement, or upon any other act or omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date related or relating to the foregoing, 

whether direct, derivative, accrued or unaccrued, liquidated or unliquidated, fixed or 

contingent, matured or unmatured, disputed or undisputed, known or unknown, foreseen or 

unforeseen, in law, equity or otherwise; provided that nothing contained in the foregoing 

provision or elsewhere in the Plan or Confirmation Order shall be construed as a release of 

any claims against any Released Party resulting from an act or omission determined by a 

final order of a court of competent jurisdiction to have constituted willful misconduct or 

gross negligence, provided that each such Released Party shall be entitled to rely upon the 

advice of counsel concerning its duties pursuant to, or in connection with, its actions or 

inactions; provided, however that such releases shall not affect any rights of any non-Debtor 

Person or Entity with respect to any written personal or cross-corporate guarantees of the 

Debtors’ obligations executed by such non-Debtor Person or Entity to and in favor of any 

Party or Entity in connection with the Debtors’ prepetition operations.

9.8.3 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval 

of the releases set forth in this Article 9.8.3 pursuant to Bankruptcy Rule 9019 and its finding 

that they are: (a) in exchange for good and valuable consideration, representing a good faith 

settlement and compromise of the Claims and Causes of Action released by this Plan; (b) in 

the best interests of the Debtors and all holders of Claims; (c) fair, equitable and reasonable; 

(d) approved after due notice and opportunity for hearing; and (e) a bar to the assertion of 

any Claim or Cause of Action thereby released.

9.9 Government Carve-Out. 

Except for the Claims described in Articles II and III or other Final Order of the Bankruptcy 

Court that are discharged and released under this Plan, nothing in the Plan or the Confirmation 

Order shall (i) effect a release of any other claim by the United States Government or any of its 

agencies or any state and local authority whatsoever against the Released Parties, including 

without limitation any claim arising under the Internal Revenue Code, securities laws, the 

environmental laws or any criminal laws of the United States or any state and local authority, (ii) 

enjoin the United States Government or any of its agencies or any state and local authority 

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whatsoever from bringing any claim, suit, action or other proceedings against the Released Parties 

asserting any other liability, including without limitation any claim, suit or action arising under the 

Internal Revenue Code, securities laws, environmental laws or any criminal laws of the United 

States or any state or local authority, and (iii) exculpate any of the Released Parties from any other 

liability to the United States Government or any of its agencies or any state and local authority 

whatsoever, including any liabilities arising under the Internal Revenue Code, securities laws, 

environmental laws or any criminal laws of the United States or any state and local authority. 

ARTICLE X 

RETENTION OF JURISDICTION

10.1 Retention of Jurisdiction. 

Pursuant to §§ 1334 and 157 of title 28 of the United States Code, the Bankruptcy Court 

shall retain jurisdiction of all matters arising in, arising under, and related to the Chapter 11 Cases 

and the Plan, for the purposes of §§ 105(a) and 1142 of the Bankruptcy Code, and for, among other 

things, the following purposes: 

a) to hear and to determine all controversies, disputes, and suits which may arise in 

connection with the execution, interpretation, implementation, consummation, or enforcement of 

the Plan, any documents related to the Plan, including but not limited to the Plan Documents, the 

Confirmation Order, or in connection with the enforcement of any remedies made available 

hereunder; 

b) to take any action and issue such orders as may be necessary to construe, enforce, 

implement, execute and consummate the Plan or to maintain the integrity of the Plan following 

consummation; 

c) to enforce the terms of any settlement approved as a part of the Plan or otherwise 

in the Chapter 11 Cases; 

d) to determine such other matters and for such other purposes as may be provided in 

the Confirmation Order; 

e) to enter, enforce and implement such orders as may be appropriate in the event the 

Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated; 

f) to issue injunctions, enter and implement other orders, and take such other actions 

as may be necessary or appropriate to restrain interference by any person with the consummation, 

implementation or enforcement of the Plan, the Confirmation Order or any other order of the 

Bankruptcy Court; 

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g) to hear and determine any application or motion to modify the Plan in accordance 

with § 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any 

inconsistency in the Plan, the Disclosure Statement or any order of the Bankruptcy Court, 

including the Confirmation Order, in such a manner as may be necessary to carry out the purposes 

and effects thereof; 

h) to recover all property of the Estates, wherever located, which jurisdiction shall not 

be limited; 

i) to hear and to determine any and all objections to or applications concerning the 

allowance of Claims or Equity Interests or the allowance, classification, priority, compromise, 

estimation, or payment of any Claim or Equity Interest; 

j) to hear and determine any objections to the allowance of Claims or Equity Interests 

arising prior to the Effective Date, whether filed, asserted, or made before or after the Effective 

Date, including, without express or implied limitation, to hear and determine any objections to the 

classification, priority, compromise, estimation, or payment of any Claim or Equity Interest in 

whole or in part; 

k) to liquidate any Disputed, contingent, or Unliquidated Claims or to estimate any 

Disputed Claims; 

l) to hear and determine all motions or applications pending on the Confirmation Date 

for the rejection, assumption, or assumption and assignment of unexpired leases and executory 

contracts to which any Debtor is a party or with respect to which any Debtor may be liable, and 

the allowance of Claims resulting therefrom or from the expiration or termination prior to the 

Confirmation Date of any executory contract or unexpired lease;

m) to hear and determine any disputes relating to the Distributions to Holders of 

Allowed Claims as provided herein; 

n) to hear and determine all applications for allowances of compensation and 

reimbursement of expenses of Professional Claims and any other fees and expenses authorized to 

be paid or reimbursed under the Plan; 

o) to hear and determine any and all motions for the use, sale or lease of property 

pursuant to § 363 of the Bankruptcy Code and all issues related thereto, which transactions 

completed after the Confirmation Date shall be deemed to have been made pursuant to the Plan 

and therefore, exempt from recording and other taxes under § 1146 of the Bankruptcy Code; 

p) to hear and determine any and all adversary proceedings, applications, motions, and 

contested or litigated matters, including the Causes of Action, and any other litigated matter, as 

well as any remands from any appeals, that may be pending on the Effective Date or that, pursuant 

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to the Plan, may be instituted by the Reorganized Debtors after the Effective Date, including, 

without express or implied limitation, any claims to avoid any preferences, fraudulent transfers, or 

other voidable transfers, or otherwise to recover assets for the benefit of the Reorganized Debtors, 

as successor to the Debtors’ Estates; 

q) to enable the Reorganized Debtor to prosecute any and all Causes of Action, 

including proceedings which may be brought to set aside Liens or encumbrances and to recover 

any transfers, assets, properties or damages to which the Reorganized Debtors may be entitled 

under applicable provisions of the Plan, the Bankruptcy Code or any federal, state or local laws, 

including controversies, disputes and conflicts between the Debtors and any other party, including 

but not limited to any objections to Claims, motions for subordination on any grounds and claims 

preserved hereunder and pursuant to the Confirmation Order; 

r) to the extent that Bankruptcy Court approval is required, to consider and act on the 

compromise and settlement of any Claim or cause of action by or against any Debtors’ Estate; 

s) to hear and determine matters concerning state, local, and federal taxes, fines, 

penalties, or additions to taxes for which the Debtors, as Debtors or Debtors in Possession or the 

Reorganized Debtors, may be liable, directly or indirectly, in accordance with §§ 346, 505, and 

1146 of the Bankruptcy Code (including any request for expedited determination under § 505(b)(2) 

of the Bankruptcy Code); 

t) to enter, enforce and implement such orders (including orders entered prior to the 

Confirmation Date) as may be necessary or appropriate to execute, interpret, implement, 

consummate or enforce the terms and conditions of the Plan and the transactions contemplated 

thereunder; 

u) to issue such orders in aid of execution of the Plan to the extent authorized or 

contemplated by § 1142 of the Bankruptcy Code; 

v) to hear and to determine any other matter not inconsistent with the Bankruptcy 

Code and title 28 of the United States Code that may arise in connection with or related to the Plan; 

and 

w) to enter a final decree closing any and all of the Chapter 11 Cases. 

10.2 Abstention and Other Courts. 

If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is 

otherwise without jurisdiction over any matter arising out of or relating to these Chapter 11 Cases, 

this section of the Plan shall have no effect upon and shall not control, prohibit, or limit the exercise 

of jurisdiction by any other court having competent jurisdiction with respect to such matter. 

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Nothing herein shall preclude the Reorganized Debtors from prosecuting a Cause of Action in a 

forum other than the Bankruptcy Court. 

ARTICLE XI 

INJUNCTION AND EXCULPATION PROVISIONS

11.1 Injunction. 

As of the Effective Date, except as otherwise provided in the Plan or the Confirmation 

Order, all Persons that have held, currently hold or may hold a Claim, Equity Interest or other debt 

or liability that is treated pursuant to the terms of the Plan are enjoined from taking any of the 

following actions on account of any such Claims, Equity Interests, debts or liabilities, other than 

actions brought to enforce any rights or obligations under the Plan or against the Debtors, the 

Reorganized Debtors, the Estates, or Estate property: (i) commencing or continuing in any manner 

any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner 

any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or 

encumbrance; (iv) asserting a setoff of any kind against any debt, liability or obligation; and (v) 

commencing or continuing, in any manner or in any place, any action that does not comply with 

or is inconsistent with the provisions of the Plan or the Confirmation Order. 

11.2 Exculpation from Liability. 

The Plan Proponents, SHL, BBX Capital, Inc., the Creditors’ Committee, and their officers, 

directors, members, managers, managing members and Professionals (acting in such capacity) 

shall neither have nor incur any liability whatsoever to any Person or Entity for any act taken or 

omitted to be taken in good faith in connection with or related to the formulation, preparation, 

dissemination, or confirmation of the Plan, the Disclosure Statement, any Plan Document, or any 

contract, instrument, release, or other agreement or document created or entered into, or any other 

act taken or omitted to be taken, in connection with the plan or the Bankruptcy Case; provided, 

however, that this exculpation from liability provision shall not be applicable to any liability found 

by a court of competent jurisdiction to have resulted from fraud or the willful misconduct or gross 

negligence of any such party. With respect to the Professionals, the foregoing exculpation from 

liability provision shall also include claims of professional negligence arising from the services 

provided by such Professionals during the Bankruptcy Case. The rights granted hereby are 

cumulative with (and not restrictive of) any and all rights, remedies, and benefits that the Plan 

Proponents, SHL, and BBX Capital, Inc., the Creditors’ Committee, the Reorganized Debtors, and 

their respective agents have or obtain pursuant to any provision of the Code or other applicable 

law, or any agreement. This exculpation from liability provision is an integral part of the Plan and 

is essential to its implementation. Notwithstanding anything to the contrary contained herein, the 

provisions hereof shall not release or be deemed a release of any of the Causes of Action otherwise 

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preserved by the Plan. The terms of this exculpation shall only apply to liability arising from 

actions taken on or prior to the Effective Date. 

ANY BALLOT VOTED IN FAVOR OF THE PLAN SHALL ACT AS CONSENT BY THE 

CREDITOR CASTING SUCH BALLOT TO THIS EXCULPATION FROM LIABILITY

PROVISION. MOREOVER, ANY CREDITOR WHO DOES NOT VOTE IN FAVOR OF

THE PLAN AND WHO HOLDS A CLAIM THAT MAY BE AFFECTED BY THIS 

EXCULPATION FROM LIABILITY PROVISION MUST FILE A CIVIL ACTION IN 

THE BANKRUPTCY COURT OR ANY OTHER COURT OF COMPETENT 

JURISDICTION ASSERTING SUCH LIABILITY WITHIN NINETY (90) DAYS 

FOLLOWING THE EFFECTIVE DATE OR SUCH CLAIMS SHALL BE FOREVER 

BARRED; PROVIDED THAT, THE FOREGOING TIME LIMITATION SHALL NOT 

APPLY TO CLAIMS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL OR GROSS

MISCONDUCT IN THE FORMULATION, PREPARATION, DISSEMINATION, OR 

CONFIRMATION OF THE PLAN. THE TIME TO BRING SUCH CLAIMS SHALL BE 

GOVERNED BY THE APPLICABLE STATUTE OF LIMITATION. 

Notwithstanding the foregoing, (i) the Reorganized Debtors shall remain obligated to make 

payments to Holders of Allowed Claims as required pursuant to the Plan, and (ii) the Debtors’ 

members, managers or executive officers shall not be relieved or released from any personal 

contractual liability except as otherwise provided in the Plan.

11.3 Police Power. 

No provision of this Article shall be deemed to effect, impair, or restrict any federal or state 

governmental unit from pursuing its police or regulatory enforcement action against any person or 

entity, other than to recover monetary claims against the Debtors for any act, omission, or event 

occurring prior to Confirmation Date to the extent such monetary claims are discharged pursuant 

to section 1141 of the Code. 

ARTICLE XII 

MISCELLANEOUS PROVISIONS 

12.1 Corporate Action. 

All actions contemplated to be performed by the Debtors or the Reorganized Debtors 

pursuant to the Plan, or any corporate action to be taken by or required of the Debtors or the 

Reorganized Debtors, 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 

for further action by the shareholders, partners, members or managers of the Debtors or the 

Reorganized Debtors. All Persons, the Reorganized Debtors, Governmental Units, title agencies, 

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licensing agencies and offices of recordation may rely upon the authority vested in the Debtors’ 

officers, or managers to act on the Debtors’ behalf in order to effectuate the Plan and the 

transactions contemplated herein. 

12.2 Operations of the Debtors Between the Confirmation Date and the Effective Date. 

The Debtors shall continue to operate as debtors-in-possession during the period from the 

Confirmation Date through and until the Effective Date. The retention and employment of the 

Professionals retained by the Debtors shall terminate as of the Effective Date, provided, however, 

that the Debtors shall be deemed to exist, and their Professionals shall be retained, after such date 

only with respect to applications (if any) filed pursuant to sections 330 and 331 of the Bankruptcy 

Code. 

12.3 Continued Corporate Existence of the Reorganized Debtors After the Effective Date. 

Except as otherwise provided in the Plan, each of the Reorganized Debtors will exist after 

the Effective Date as a reorganized, separate corporate entity or other business entity form, with 

all of the powers of a corporation or other business form under applicable law in the jurisdiction 

in which such Debtor is incorporated or otherwise formed and pursuant to its certificate of 

incorporation and bylaws or other organizational documents in effect before the Effective Date, 

except to the extent such certificate of incorporation or bylaws (or other formation documents in 

the case of a limited liability company or limited partnership) are amended by the Plan or 

otherwise, and to the extent such documents are amended, such documents are deemed to be 

authorized pursuant hereto and without the need for any other approvals, authorizations, actions 

or consents. 

Notwithstanding, each of the Debtors or Reorganized Debtors may change its status of 

incorporation or alter its corporate structure or business form (either through a merger, 

consolidation, restructuring, conversion, disposition, liquidation, dissolution, or otherwise) on or 

after the Effective Date as may be determined by the Debtors or Reorganized Debtors to be 

appropriate. In each case in which the surviving, resulting, or acquiring company in any such 

transaction is a successor to a Debtor or Reorganized Debtor, such successor company shall 

perform the obligations of the applicable Debtor or Reorganized Debtor under the Plan, if any. 

12.4 Effectuating Documents and Further Transactions. 

On or before the Effective Date, and without the need for any further order or authority, 

the Debtors shall file with the Bankruptcy Court or execute, as appropriate, such agreements and 

other documents as may be necessary or appropriate to effectuate and further evidence the terms 

and conditions of the Plan. The Debtors, the Reorganized Debtors, and any other necessary party, 

as applicable, shall perform all actions reasonably contemplated regarding the implementation of 

the Plan. Each of the directors, officers, partners, members and managers, as the case may be, of 

the Debtors and the Reorganized Debtors is authorized, without the need for any further order or 

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authority, (i) to execute, deliver, file, or record such contracts, instruments, releases, indentures, 

mortgages, and other agreements or documents and take such actions as may be necessary or 

appropriate to implement or consummate the Plan, and (ii) to undertake any other action on behalf 

of the Debtors to implement or consummate the Plan. Each of the matters provided for under the 

Plan involving the corporate structure of the Debtors or corporate action to be taken by or required 

of any Debtor will, as of the Effective Date, be deemed to have occurred and be effective as 

provided herein, and shall be authorized, approved, and (to the extent taken before the Effective 

Date) ratified in all respects without any requirement of further action by any member, creditor or 

director of the respective Debtor. 

12.5 Nonconsensual Confirmation (“Cram Down”). 

The Plan Proponents intend to undertake to have the Bankruptcy Court confirm the Plan 

under section 1129(b) of the Bankruptcy Code as to any Classes that reject or are deemed to reject 

the Plan. This section shall constitute the Plan Proponents’ request, pursuant to section 

1129(b)(1)of the Bankruptcy Code, that the Bankruptcy Court confirm the Plan notwithstanding 

the fact that the requirements of section 1129(a)(8) of the Bankruptcy Code may not be met. 

12.6 Notice of the Effective Date. 

On the Effective Date, the Debtors shall file a notice of the occurrence of the Effective 

Date with the Court. 

12.7 Seperability. 

Notwithstanding anything to the contrary, the Plan constitutes a separate chapter 11 plan 

for each Debtor. Accordingly, and subject to the Plan Proponents’ consent, if the Bankruptcy Court 

does not confirm the Plan with respect to one or more Debtors, it may still confirm the Plan, if 

appropriate, with respect to any other Debtor that satisfies the confirmation requirements of § 1129 

of the Bankruptcy Code. 

12.8 Revocation and Withdrawal of the Plan. 

The Plan Proponents reserve the right in their sole discretion to revoke or withdraw the 

Plan prior to the entry of the Confirmation Order, and to file subsequent chapter 11 plans. If the 

Plan Proponents revoke or withdraw the Plan or if entry of the Confirmation Order or the Effective 

Date does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or 

compromise embodied in the Plan, assumption or rejection of executory contracts effected by the 

Plan, and any document or agreement executed pursuant hereto shall be deemed null and void; and 

(3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims by or 

against, or any Equity Interests in, such Debtor or any other Entity; (b) prejudice in any manner 

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the rights of the Debtors or any other Entity; or (c) constitute an admission of any sort by the 

Debtors or any other Entity. 

12.9 Modification of the Plan. 

The Plan may be altered, amended or modified by the Plan Proponents, before or after the 

Confirmation Date, as provided in § 1127 of the Bankruptcy Code with the consent of the 

Creditors’ Committee; provided, however, that no such alterations, amendments or modifications 

that are material shall be made without the consent of the Plan Proponents; provided further, 

however that the Plan Proponents may, with the approval of the Bankruptcy Court and without 

notice to Holders of Claims and Equity Interests, correct any nonmaterial defect, omission, or 

inconsistency herein in such manner and to such extent as may be necessary or desirable. A Holder 

of an Allowed Claim that has accepted the Plan shall be deemed to have accepted the Plan as 

modified if the proposed modification does not materially and adversely change the treatment of 

the Claim of such Holder. 

On or before substantial consummation of the Plan, the Plan Proponents may issue, 

execute, deliver, or file with the Bankruptcy Court, or record any agreements and other documents, 

and take any action as may be necessary or appropriate to effectuate, consummate and further 

evidence the terms and conditions of the Plan.

12.10 Severability. 

If, prior to the entry of the Confirmation Order, any term or provision of the Plan is held 

by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request 

of the Plan Proponents, shall have the power to alter and interpret such term or provision to make 

it valid or enforceable to the maximum extent practicable, consistent with the original purpose of 

the term or provision held to be invalid void or unenforceable, and such term or provision shall 

then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or 

interpretation, unless agreed otherwise by the Plan Proponents, the remainder of the terms and 

provisions of the Plan will remain in full force and effect and will in no way be affected, impaired 

or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute 

a judicial determination and shall provide that each term and provision of the Plan, as it may have 

been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to 

its terms. 

12.11 Setoff and Recoupment. 

The Debtors or Reorganized Debtors, as applicable, may setoff against, or recoup from, 

any Claim and the Distributions to be made pursuant to the Plan in respect thereof, any Claims or 

defenses of any nature whatsoever that any of the Debtors or Reorganized Debtors, as applicable, 

or the Estates may have against the holder of such Claim, but neither the failure to do so nor the 

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allowance of any Claim under the Plan shall constitute a waiver or release by the Debtors or 

Reorganized Debtors, as applicable, or the Estates of any right of setoff or recoupment that any of 

them may have against the holder of any Claim. Any such setoff or recoupment may be challenged 

in Bankruptcy Court. Notwithstanding any provision in the Plan to the contrary, nothing herein 

shall bar any creditor from asserting its setoff or recoupment rights to the extent permitted under 

section 553 or any other provision of the Bankruptcy Code; provided, however, that such setoff or 

recoupment rights are timely asserted; provided further that all rights of the Debtors or 

Reorganized Debtors, as applicable, and the Estates with respect thereto are reserved. 

12.12 Governing Law. 

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy 

Code and Bankruptcy Rules), the laws of the State of Florida, without giving effect to the conflicts 

of laws principles thereof, shall govern the construction of the Plan and any agreements, 

documents, and instruments executed in connection with the Plan, except as otherwise expressly 

provided in such instruments, agreements or documents. 

12.13 Plan Documents. 

All Plan Documents, including, but not limited to the exhibits and schedules to the Plan, 

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

Effective Date, the authority to amend, modify, or supplement the Plan and Exhibits to the Plan 

shall be as provided in such Plan Supplement, Exhibits to the Plan Supplement and Exhibits to the 

Plan and their respective attachments. 

12.14 Removal of Debtors

At the sole discretion of the Plan Proponents, a Debtor may be removed from the Plan. In 

such event, the Plan will omit any treatment of the assets and liabilities of such Debtor, unless 

otherwise agreed. The removal of any Debtor from the Plan will not affect the Plan with respect 

to any other Debtor. 

12.15 Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ 

rights with respect to any Unimpaired Claim, including, without limitation, all rights in respect of 

legal and equitable defenses to or setoffs or recoupments against any such Unimpaired. 

12.16 Transmittal of Distributions to Parties Entitled Thereto. 

All Distributions by check shall be deemed made at the time such check is duly deposited 

in the United States mail, postage prepaid. All Distributions by wire transfer shall be deemed made 

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as of the date the Federal Reserve or other wire transfer is made. Except as otherwise agreed with 

the Holder of an Allowed Claim in respect thereof or as provided in this Plan, any property to be 

distributed on account of an Allowed Claim shall be distributed by mail upon compliance by the 

Holder with the provisions of this Plan to (i) its address set forth in its proof of claim, (ii) the latest 

mailing address filed for the Holder of an Allowed Claim entitled to a distribution, (iii) the latest 

mailing address filed for a Holder of a filed power of attorney designated by the Holder of such 

Allowed Claim to receive distributions, (iv) the latest mailing address filed for the Holder’s 

transferee as identified in a filed notice served on the Debtors pursuant to Bankruptcy Rule 

3001(e), or (v) if no such mailing address has been filed, the mailing address reflected on the 

Schedules or in the Debtors’ books and records. 

12.17 Expedited Determination of Post-Petition Taxes. 

The Debtors and the Reorganized Debtors are authorized (but not required) to request an 

expedited determination of taxes under § 505(b) of the Bankruptcy Code for all tax returns filed 

for, or on behalf of, the Debtors for all taxable periods (or portions thereof) from the Petition Date 

through (and including) the Effective Date. 

12.18 Headings. 

The headings used in the Plan are inserted for convenience only and neither constitute a 

portion of the Plan nor in any manner affect the construction of the provisions of the Plan. 

12.19 Bankruptcy Rule 9019 Request; Impact. 

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the Distributions and other benefits provided pursuant to the Plan, the provisions 

of the Plan shall constitute a good faith compromise of all Claims and Equity Interests. The entry 

of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or 

settlement of all Claims and Equity Interests, as well as a finding by the Bankruptcy Court that 

such compromises or settlements are fair, equitable, reasonable and in the best interests of the 

Debtors, the Estates and holders of Claims and Equity Interests. 

12.20 Retention of Causes of Action. 

Pursuant to the Bankruptcy Code, a debtor may seek to recover, through adversary 

proceedings in the bankruptcy court, certain transfers of the debtor's property, including payments 

of cash, made while the debtor was insolvent during the ninety (90) days immediately prior to the 

commencement of the bankruptcy case (or, in the case of a transfer to, or on behalf of, an "insider," 

one year prior to the commencement of the bankruptcy case) in respect of antecedent debts to the 

extent the transferee received more than it would have received on accounts of such pre-existing 

debt had the debtor been liquidated under chapter 7 of the Bankruptcy Code. Such adversary 

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proceedings typically arise under §§ 542, 543, 544, 547 through 551, and/or 553 of the Bankruptcy 

Code. 

However, there are certain defenses to claims seeking to avoid and recover transfers made 

by a debtor described above. For example, transfers made in the ordinary course of the debtor's 

and the transferee's business according to ordinary business terms are not recoverable. 

Furthermore, if the transferee extended credit contemporaneously with or subsequent to the 

payment, and prior to the commencement of the bankruptcy case, for which the defendant was not 

repaid, such extension constitutes an offset against an otherwise recoverable transfer of property. 

If a payment is recovered by a debtor, the defendant has a general unsecured claim against the 

debtor to the extent of the recovery. 

During the ninety (90) day period immediately preceding the Petition Date, while the 

Debtors were presumed to be insolvent, the Debtors made various payments and other transfers of 

their property to creditors on account of antecedent debts. In addition, during the one-year period 

before the Petition Date, the Debtors may have made certain transfers of their property to, or for 

the benefit of, certain "insiders." Some of the aforementioned payments or transfers may be subject 

to adversary proceedings seeking to avoid and recover the payments or transfers by the Debtor's 

bankruptcy Estate pursuant to §§ 329, 542, 543, 544, 547 through 551, and/or 553 of the 

Bankruptcy Code. 

The Reorganized Debtors will hold all Claims, Causes of Action, and other legal and 

equitable rights that the Debtors had (or had power to assert) immediately prior to confirmation of 

the Plan, including without limitation: (i) a cause of action against the Mashantucket Pequot 

Nation with respect to a potential refund for overpayment of taxes, (ii) a cause of action against 

Phoenix Diversified Group, Inc. (“Phoenix”) related to services provided and liens filed against 

the Debtors’ estates by certain subcontractors which should have been paid by Phoenix, and for 

which the Debtors had paid Phoenix for such work completed at the IT’SUGAR store located in 

the American Dream Mall in East Rutherford, New Jersey; and (iii) actions for the avoidance and 

recovery of Estate property under Bankruptcy Code sections 329 and 550, or transfers avoidable 

under sections 542, 543, 544, 547 through 551, and/or 553 of the Bankruptcy Code (other than the 

Waived Avoidance Actions). The Plan preserves all of the Debtors’ rights in respect of all Claims 

and Causes of Action (other than the Waived Avoidance Actions), transfers the Debtors’ rights in 

respect of such Claims and Causes of Action to the Reorganized Debtors, and empowers the 

Reorganized Debtors to investigate, prosecute, collect, and/or settle the Claims and Causes of 

Action as the Reorganized Debtors, in their business judgment, may deem appropriate. 

The Debtors’ Schedules of Assets and Liabilities, as amended, identify creditors whose 

Claims are disputed, and the Debtors’ Statement of Financial Affairs identifies the parties (known 

to the Debtors as of the Petition Date) who received payments and transfers from the Debtors, 

which payments and transfers may be avoidable under the Bankruptcy Code. THE PLAN DOES 

NOT, AND IS NOT INTENDED TO, RELEASE ANY SUCH AFOREMENTIONED 

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AVOIDANCE ACTIONS, CAUSES OF ACTION, OR OBJECTIONS TO PROOFS OF CLAIM 

(OTHER THAN THE WAIVED AVOIDANCE ACTIONS). ENTRY OF THE 

CONFIRMATION ORDER SHALL NOT CONSTITUTE A WAIVER OR RELEASE BY THE 

DEBTORS OR THEIR ESTATES OF ANY AVOIDANCE ACTION, CAUSE OF ACTION, OR 

OBJECTION TO PROOF OF CLAIM, EXCEPT AS EXPRESSLY PROVIDED FOR BY THE 

PLAN OR BY FINAL ORDER OF THE BANKRUPTCY COURT. 

Creditors should understand that legal rights, Claims, and Causes of Action the Debtors 

may have against them, if any exist, are retained under the Plan for prosecution unless a specific 

order of the court authorizes the Debtors to release such legal rights, Claims, and Causes of Action. 

AS SUCH, CREDITORS ARE CAUTIONED NOT TO RELY ON (I) THE ABSENCE OF THE 

LISTING OF ANY LEGAL RIGHT, CLAIMS, OR RIGHT OF ACTION AGAINST A 

PARTICULAR CREDITOR IN THE DISCLOSURE STATEMENT, PLAN, SCHEDULES OF 

ASSETS AND LIABILITIES, OR STATEMENT OF FINANCIAL AFFAIRS OR (II) THE 

ABSENCE OF LITIGATION OR DEMAND PRIOR TO THE EFFECTIVE DATE OF THE 

PLAN AS ANY INDICATION THAT THE DEBTORS DO NOT POSSESS OR DO NOT 

INTEND TO PROSECUTE A PARTICULAR RIGHT, CLAIM, OR RIGHT OF ACTION IF A 

PARTICULAR CREDITOR VOTES TO ACCEPT THE PLAN. IT IS THE EXPRESSED 

INTENTION OF THE PLAN TO PRESERVE ALL RIGHTS, CLAIMS, AND CAUSES OF 

ACTION OF THE DEBTORS, WHETHER NOW KNOWN OR UNKNOWN, FOR THE 

BENEFIT OF THE DEBTORS’ ESTATE AND ITS CREDITORS. 

IN REVIEWING THIS DISCLOSURE STATEMENT AND THE PLAN, AND IN 

DETERMINING WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN, 

CREDITORS AND INTEREST HOLDERS (INCLUDING PARTIES THAT RECEIVED

PAYMENTS FROM THE DEBTORS WITHIN NINETY (90) DAYS PRIOR TO THE 

PETITION DATE) SHOULD CONSIDER THAT A CAUSE OF ACTION MAY EXIST

AGAINST THEM, THAT THE PLAN PRESERVES ALL AVOIDANCE ACTIONS, CAUSES 

OF ACTION, AND OBJECTIONS TO CLAIMS, AND THAT THE PLAN AUTHORIZES THE 

REORGANIZED DEBTORS TO PROSECUTE THE SAME. 

12.21 Extension of the Effective Date. 

Through a notice with the Court, the Effective Date may be extended by the mutual consent 

of the Plan Proponents. 

12.22 Notices. 

Any notice required or permitted to be provided under the Plan shall be in writing and 

served by either (a) certified mail, return receipt requested, postage prepaid, (b) hand delivery or 

(c) prepaid overnight delivery service and addressed as follows: 

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Counsel for the Debtors: 

Meland Budwick, P.A. 

Attn : Joshua W. Dobin, Esq. 

3200 Southeast Financial Center 

200 South Biscayne Blvd. 

Miami, Florida 33131 

Telephone: 305.358.6363 

Email: jdobin@melandbudwick.com

Debtors: 

IT’SUGAR, LLC, et al.

Attn: Jeff Rubin 

4600 Conference Way N 

Ste. 100 

Boca Raton, FL 33431 

Telephone: 954.519.5101 

Email: jeff@itsugar.com

United States Trustee: 

Steven D. Schneiderman, Esq. 

Trial Attorney 

United States Department of Justice 

Office of the United States Trustee 

51 S.W. First Ave., Suite 1204 

Miami, Florida 33130 

Telephone: 305.536.7408 

Email: Steven.D.Schneiderman@usdoj.gov

12.23 Manner of Payment. 

Any payment of Cash made under this Plan may be made either by check drawn on an 

account of the Reorganized Debtors, by wire transfer, or by automated clearing house transfer from 

a domestic bank, at the option of the Reorganized Debtors. 

12.24 Vesting of Assets in the Reorganized Debtors. 

Except as otherwise provided in the Plan or the other Plan Documents, pursuant to sections 

1123(a)(5), 1123(b)(3) and 1141(b) and (c) of the Bankruptcy Code, on the Effective Date, all 

property of each Estate shall vest in each respective Reorganized Debtor free and clear of all Liens, 

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Claims, charges, or other encumbrances (except for liens and security interests securing the Exit 

Facility and/or granted under the Exit Facility Documents). As of the Effective Date, the 

Reorganized Debtors may operate their businesses and use, acquire, and dispose of their property, 

free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than those 

restrictions expressly imposed by the Plan and the Confirmation Order as well as the documents 

and instruments executed and delivered in connection therewith, including without limitation, the 

Exit Facility Documents. All privileges with respect to the property of the Estates, including the 

attorney/client privilege, to which the Debtors are entitled shall automatically vest in, and may be 

asserted by or waived on behalf of, the Reorganized Debtors. 

12.25 Distributions. 

The Distributions will be made in accordance with the Plan by the Debtors, the 

Reorganized Debtors, and/or the Distribution Agent. 

12.26 Surrender and Cancellation of Notes, Instruments, Certificates and Other Documents 

Evidencing Claims. 

On the Effective Date, except to the extent otherwise provided in the Plan, all notes, 

instruments, certificates, and other documents evidencing Claims will be cancelled and the 

obligations of the Debtors discharged in accordance with section 1141(d)(1) of the Bankruptcy 

Code. 

12.27 Post-Confirmation Accounts. 

The Debtors may establish one or more interest-bearing accounts as they determine may 

be necessary or appropriate to effectuate the provisions of the Plan consistent with the section 345 

of the Bankruptcy Code and any orders of the Bankruptcy Court. 

12.28 Directors, Officers, Members & Managers of the Reorganized Debtors. 

Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) 

of the Bankruptcy Code, as of the Effective Date, the directors, officers, partners, members and 

managers, as the case may be, of each of the Debtors immediately prior to the Effective Date shall 

be deemed to be the directors, officers, partners, members and managers, as the case may be, of 

each of the Reorganized Debtors without any further action by any party. Pursuant to section 

1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed, in the Disclosure Statement or the 

Plan Supplement, the identity and affiliation of any individuals who will serve as the initial 

partners, members and managers of the Reorganized Debtors. 

On and after the Effective Date, the operations of the Reorganized Debtors shall continue 

to be the responsibility of their directors, officers, partners, members and managers, as the case 

may be, or as set forth in the applicable existing organizational or operational documents of each 

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of the Debtors. Each director, officer, partner, member and manager, as applicable, of the 

Reorganized Debtors shall serve from and after the Effective Date until his or her successor is duly 

elected or appointed and qualified or until his or her earlier death, resignation or removal in 

accordance with the applicable articles or certificate of incorporation, operating agreement or other 

organizational documents of the Reorganized Debtors. 

From and after the Confirmation Date, the directors, officers, partners, members and 

managers, as applicable, of the Debtors and the Reorganized Debtors, as the case may be, shall 

have all powers accorded by law to put into effect and carry out the Plan and the Confirmation 

Order. 

12.29 Preservation of Causes of Action. 

Except as provided in this Plan, including in Article 9.8 (“Releases”) and Section 5.9 

(“Waived Avoidance Actions”), the Debtors (prior to the Effective Date) and the Reorganized 

Debtors (on and after the Effective Date) shall retain all Causes of Action. 

On the Effective Date, the Causes of Action shall be preserved and vested in the 

Reorganized Debtors. 

The Debtors are currently not in a position to express an opinion on the merits of any of 

the Causes of Action or on the recoverability of any amounts as a result of any such Causes of 

Action. FOR PURPOSES OF PROVIDING NOTICE, THE DEBTORS STATE THAT ANY 

PARTY IN INTEREST THAT ENGAGED IN BUSINESS OR OTHER TRANSACTIONS 

WITH ANY OF THE DEBTORS PREPETITION OR THAT RECEIVED PAYMENTS 

FROM ANY OF THE DEBTORS PREPETITION MAY BE SUBJECT TO LITIGATION 

TO THE EXTENT THAT APPLICABLE BANKRUPTCY OR NON-BANKRUPTCY 

LAW SUPPORTS SUCH LITIGATION; PROVIDED, HOWEVER, THE DEBTORS AND 

REORGANIZED DEBTORS, AS APPLICABLE, HAVE EXPLICITLY WAIVED ANY 

RIGHT TO PURSUE AVOIDANCE ACTIONS AGAINST THE HOLDERS OF CLAIMS

IN CLASS 4 (“GENERAL UNSECURED CLAIMS”). Unless otherwise covered by insurance, 

the Reorganized Debtors will fund the costs and expenses (including legal fees) to pursue the 

Causes of Action. 

No Creditor or other party should vote for the Plan or otherwise rely on the Confirmation 

of the Plan or the entry of the Confirmation Order in order to obtain, or on the belief that it will 

obtain, any defense to any Cause of Action. No Creditor or other party should act or refrain from 

acting on the belief that it will obtain any defense to any Cause of Action. ADDITIONALLY, 

THE PLAN DOES NOT, AND IS NOT INTENDED TO, RELEASE ANY CAUSE OF

ACTION OR OBJECTIONS TO CLAIMS -- OTHER THAN TO THE WAIVED 

AVOIDANCE ACTIONS, AND ALL SUCH RIGHTS ARE SPECIFICALLY RESERVED 

IN FAVOR OF THE DEBTORS AND THE REORGANIZED DEBTORS. Creditors are 

advised that legal rights, claims and rights of action the Debtors may have against them, if they 

exist, are retained under the Plan for prosecution unless a specific order of the Bankruptcy Court 

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 63 of 69
   

64

authorizes the Debtors to release such claims. As such, Creditors are cautioned not to rely on (i) 

the absence of the listing of any legal right, claim or right of action against a particular Creditor in 

the Disclosure Statement, the Plan, or the Schedules, or (ii) the absence of litigation or demand 

prior to the Effective Date of the Plan as any indication that the Debtors or Reorganized Debtors 

do not possess or do not intend to prosecute a particular claim or Cause of Action if a particular 

Creditor votes to accept the Plan. It is the expressed intention of the Plan to preserve rights, 

objections to Claims, and rights of action of the Debtors, whether now known or unknown, for the 

benefit of Reorganized Debtors. A Cause of Action shall not, under any circumstances, be waived 

as a result of the failure of the Debtors to describe such Cause of Action with specificity in the 

Plan or in the Disclosure Statement; nor shall the Reorganized Debtors, as a result of such failure, 

be estopped or precluded under any theory from pursuing any such Cause of Action. Nothing in 

the Plan operates as a release of any Cause of Action. 

The Debtors do not presently know the full extent of the Causes of Action and, for purposes 

of voting on the Plan, all Creditors are advised that the Reorganized Debtors will have substantially 

the same rights that a Chapter 7 trustee would have with respect to the Causes of Action. 

Accordingly, neither a vote to accept the Plan by any Creditor nor the entry of the Confirmation 

Order will act as a release, waiver, bar or estoppel of any Cause of Action against such Creditor or 

any other Person or Entity, unless such Creditor, Person or Entity is specifically identified by name 

as a Released Party in the Plan, in the Confirmation Order, or in any other Final Order of the 

Bankruptcy Court. Confirmation of the Plan and entry of the Confirmation Order is not intended 

to and shall not be deemed to have any res judicata or collateral estoppel or other preclusive effect 

that would precede, preclude, or inhibit prosecution of such Cause of Action following 

Confirmation of the Plan. 

The Estates shall remain open, even if the Bankruptcy Cases shall have been closed, as to 

any and all Causes of Action until such time as the Causes of Action have been fully administered 

and the recoveries therefrom have been received by Reorganized Debtors. 

12.30 Prosecution and Settlement of Causes of Action. 

The Debtors or Reorganized Debtors, as applicable, (a) may commence or continue in any 

appropriate court, tribunal or any other appropriate setting (e.g., American Arbitration Association 

or other arbitration association) any suit or other proceeding for the enforcement of any Cause of 

Action which the Debtors had or had power to assert immediately prior to the Effective Date, and 

(b) may settle or adjust such Cause of Action; provided, however, that from and after the Effective 

Date, the Reorganized Debtors shall be authorized to compromise and settle any Cause of Action 

or objection to a Claim upon approval by the Bankruptcy Court after notice and a hearing. 

12.31 Automatic Stay. 

The automatic stay provided for under section 362 of the Bankruptcy Code shall remain in 

effect in the Chapter 11 Cases until the Effective Date. 

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 64 of 69
   

65

12.32 Creditors’ Committee. 

Upon the Effective Date, the Creditors’ Committee shall dissolve, and their members shall 

be released and discharged from all further authority, duties, responsibilities and obligations 

relating to and arising from the Chapter 11 Cases. The retention and employment of the 

Professionals retained by the Creditors’ Committee shall terminate as of the Effective Date, 

provided, however, that the Creditors’ Committee shall exist, and their Professionals shall be 

retained, after such date with respect to applications (if any) filed pursuant to sections 330, 331 

and 1103 of the Bankruptcy Code and motions seeking the enforcement of the provisions of the 

Plan or the Confirmation Order.

12.33 Successors and Assigns. 

The rights, benefits and obligations of any Entity named or referred to herein shall be 

binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign 

of such Entity. 

12.34 Reservation of Rights. 

The Plan shall have no force or effect unless and until the Effective Date occurs. Neither 

the filing of the Plan, any statement or provision contained herein, nor the taking of any action by 

a Debtor, a Plan Proponent, or any Entity with respect to the Plan shall be or shall be deemed to 

be an admission or waiver of any rights of: (1) any Debtor with respect to the holders of Claims or 

Equity Interests or other parties-in-interest; or (2) any holder of a Claim or other party-in-interest 

prior to the Effective Date. 

12.35. Section 1125(e) Good Faith Compliance. 

Confirmation of the Plan shall act as a finding by the Court that the Plan Proponents and 

each of their respective Representatives have acted in “good faith” under section 1125(e) of the 

Bankruptcy Code. 

12.36 Further Assurances. 

 The Plan Proponents, all holders of Claims receiving Distributions hereunder and all other 

parties in interest shall, from time to time, prepare, execute and deliver any agreements or 

documents and take any other actions as may be necessary or advisable to effectuate the provisions 

and intent of the Plan or the Confirmation Order. 

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 65 of 69
   

66

12.37 No Stay of Confirmation Order. 

 The Plan Proponents shall request that the Court waive stay of enforcement of the 

Confirmation Order otherwise applicable, including pursuant to Federal Rules of Bankruptcy 

Procedure 3020(e), 6004(h) and 7062. 

[Remainder of page intentionally left blank. Next page is signature page.] 

 

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 66 of 69
Dated: April 2°, 2021

Respectfully Submitted,

IT’SUGAR FL I, LLC IT’SUGAR, LLC

IT’SUGAR Atlantic City, LLC IT’SUGAR FLGC, LLC

E-Filed by:

MELAND BUDWICK, P.A.

MELAND 1 BUDWICK

3200 SOUTHEAST FINANCIAL CENTER | 200 SOUTH BISCAYNE BOULEVARD I MIAMI. FL 33131 1 T 305-358-6363

By:

Nam?: 3eff Rubin

Title: Authorized Representative

Attorneys for Debtors and Debtors-inPossession

By:

Name: Jeff Rubin

Title; Authorized Representative

By: — Name; JeffRumn^

Title: Authorized Representative

By: —

Name: feflfRuffin'

Title: Authorized Representative

s/Joshua W. Dobin, Esq.

Michael S. Budwick, Esq.

Fla. Bar No.: 938777

mbudwick@melandbudwick.com

Joshua W. Dobin, Esq.

Fla. Bar. No.; 93696

jdobin@melandbudwick.com

James C. Moon, Esq.

Fla. Bar No.: 938211

jmoon@melandbudwick.com

3200 Southeast Financial Center

200 S. Biscayne Blvd.

Miami, FL 33131

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 67 of 69
Store # Counterparty Debtor Description of Contract

Proposed Cure 

Amount Store or Counterparty Address

1000 Quiet Waters Business Park, LLC It'Sugar LLC Property Lease - Deerfield Office SEE NOTE 3155 SW 10th St.

Deerfield Beach, FL 33442

1003 BROADWAY AT THE BEACH, INC. It'Sugar LLC Property Lease - Myrtle Beach SEE NOTE 1211 Celebrity Circle, #136

Myrtle Beach, SC 29577

1004 Universal Studios LLC It'Sugar LLC Property Lease - Universal SEE NOTE 1000 Universal Studios Blvd. #119

Universal City, CA 91608

1010 SRMF Town Square Owner LLC c/o Fairbourne 

Properties, LLC It'Sugar LLC Property Lease - Town Square SEE NOTE 6587 Las Vegas Boulevard South, #176

Las Vegas, NV 89119

1013 Madison Bay Street LLC It'Sugar LLC Property Lease - Emeryville SEE NOTE 5624 Bay Street

Emeryvill, CA 94608

1016 HCW Private Development, LLC It'Sugar LLC Property Lease - Branson SEE NOTE 809 Branson Landing

Branson, MO 65616

1017 Kierland Crossing, LLC It'Sugar LLC Property Lease - Scottsdale SEE NOTE 15149 N. Scottsdale Rd., #165

Scottsdale, AZ 85254

1020 Vestar CPT Tempe Marketplace LLC It'Sugar LLC Property Lease - Tempe SEE NOTE 2000 E. Rio Salado Parkway, Space 1072

Tempe, AZ 85281

1025 Anchorage Holdings, L.P. It'Sugar LLC Property Lease - Fisherman's 

Wharf SEE NOTE 333 Jefferson Street, Space B-101

San Francisco, CA 94133

1030 Vestar DRM-OPCO, LLC It'Sugar LLC Property Lease - Desert Ridge SEE NOTE 21001 N. Tatum Boulevard, #36-1170

Phoenix, AZ 85050

1033 KRG/Atlantic Delray Beach, LLC It'Sugar LLC Property Lease - Delray 

Marketplace SEE NOTE 9169 West Atlantic Ave. #112

Delray Beach, FL 33446

1036 L&M, LLC It'Sugar LLC Property Lease - Charleston SEE NOTE 50 N. Market Street

Charleston, SC 29401

1041 The Irvine Company LLC It'Sugar LLC Property Lease - Fashion Island SEE NOTE 1021 Newport Center Drive

Newport Beach, CA 92660

1043 IMI Huntsville LLC It'Sugar LLC Property Lease - Huntsville SEE NOTE 340 The Bridge Street #116

Huntsville, AL 35806

1045 RTL Atlantic Town Center LLC It'Sugar LLC Property Lease - Atlantic Station SEE NOTE 264 19th Street NW, Building 2, Suite 2100-B A

Atlanta, GA 30363

1046 Market Street Retail South, LLC It'Sugar LLC Property Lease - Lynnfield SEE NOTE 535 Market Street

Lynnfield, MA 01940

1050 YAM Westgate, LLC It'Sugar LLC Property Lease - Westgate SEE NOTE 6751 North Sunset Blvd., Suite E-107

Glendale, AZ 85305

1051 Downtown Delray Holdings, LLC It'Sugar LLC Property Lease - Delray II- Atlantic 

Ave SEE NOTE 250 E. Atlantic Ave.

Delray Beach, FL 33444

1056 Riverwalk Marketplace (New Orleans), LLC It'Sugar LLC Property Lease - Riverwalk 

Outlets SEE NOTE 500 Port of New Orleans Place, Ste. 150

New Orleans, LA 70130

1057 J.Q. Nova, LLC It'Sugar LLC Property Lease - Madison SEE NOTE 542 State Street

Madison, WI 53703

1060 The Cannery Row Company, L.P. It'Sugar LLC Property Lease - Cannery Row SEE NOTE 751 Cannery Row, Ste. 129

Monterey, CA 93940

1064 JRA HHF Venture LLC It'Sugar LLC Property Lease - Pembroke 

Gardens SEE NOTE 406 SW 145th Terr.

Pembroke Pines, FL 33027

1066 Summerlin Center, LLC It'Sugar LLC Property Lease - Summerlin SEE NOTE 1980 Festival Plaza, Ste. 195

Las Vegas, NV 89135

1067 Ashkenazy Acquisition Corp. It'Sugar LLC Property Lease - RiverCenter SEE NOTE 849 E. Commerce St., #681

San Antonio, TX 78205

1069 Fashion Outlets II LLC It'Sugar LLC Property Lease - Niagara Falls SEE NOTE 1803 Fashion Outlets Blvd. Space 284

Niagara Falls, NY 14304

1070 Walker Venice Properties, LLC It'Sugar LLC Property Lease - Venice Beach SEE NOTE 2017 Ocean Front Walk

Venice Beach, CA 90291

1073 Barefoot Landing Commercial, LLC It'Sugar LLC Property Lease - Barefoot 

Landing SEE NOTE 4722 C-Highway 17 South

N. Myrtle Beach, SC 29582

1076 Gart Properties LLC It'Sugar LLC Property Lease - Denver SEE NOTE 500 16th Street, 184A

Denver, CO 80202

1077 MCA Promenade Owner LLC It'Sugar LLC Property Lease - Coconut Creek SEE NOTE 4437 Lyons Rd., Ste. 103

Coconut Creek, FL 33073

1080 HPC Gaslamp Square, LLC It'Sugar LLC Property Lease - Gaslamp SEE NOTE 450 5th Ave., Space 101

San Diego, CA 92101

1084 MOAC Mall Holdings LLC It'Sugar LLC Property Lease - Mall of America SEE NOTE 270 North Garden

Bloomington, MN 55425

1085 1515 N. Halsted, LLC, It'Sugar LLC Property Lease - New City SEE NOTE 1538 N. Clybourn Ave., Space A115

Chicago, IL 60642

1086 Ameream LLC It'Sugar LLC Property Lease - American Dream SEE NOTE 1 American Dream Way, Suite G134

East Rutherford, NJ 07073

1088 Sundance East Partners, L.P. It'Sugar LLC Property Lease - Sundance SEE NOTE 503 Main Street

Fort Worth, TX 76102

1090 Liberty Center LLC It'Sugar LLC Property Lease - Liberty SEE NOTE 7125 Haskell Street

Liberty Township, OH 45069

1093 A SAFE KEEPING SELF STORAGE CMCH, INC. It'Sugar LLC Property Lease - Ocean City SEE NOTE 952 Boardwalk, Unit A&B

Ocean City, NJ 08226

1096 3000 Ocean Front LLC It'Sugar LLC Property Lease - Wildwood SEE NOTE 3008 Boardwalk Space #’s 308/310

Wildwood, NJ 08260

1097 Daytona Beach Property Holdings Retail, LLC It'Sugar LLC Property Lease - Daytona SEE NOTE 1860 Victory Cir., Space #M120

Daytona Beach, FL 32114

1098 Domain Northside Retail Property Owner, LP It'Sugar LLC Property Lease - Domain SEE NOTE 11621 Rock Rose Blvd., Ste. 100

Austin, TX 78758

1100 Legacy Place Properties LLC It'Sugar LLC Property Lease - Legacy PlaceDedham SEE NOTE 544 Legacy Place

Dedham, MA 02026

1101 Easton Town Center II, LLC It'Sugar LLC Property Lease - Easton SEE NOTE 121 Easton Town Center

Columbus, OH 43219

1103 JGB Vegas Retail Lessee, LLC It'Sugar LLC Property Lease - Grand Bazaar SEE NOTE 3623 Las Vegas Blvd. South, Ste. 200

Las Vegas, NV 89109

1104 Navy Pier, Inc. It'Sugar LLC Property Lease - Navy Pier SEE NOTE 600 E. Grand Ave., Space FP-12

Chicago, IL 60611

1105 MV Rolling Oaks Retail, LLC It'Sugar LLC Property Lease - Margaritaville SEE NOTE 3230 Margaritaville Blvd., Ste. E.140

Kissimmee, FL 34747

1108 Bayside Marketplace, LLC It'Sugar LLC Property Lease - Bayside Temp 

Store SEE NOTE 401 Biscayne Blvd., Space S151

Miami, FL 33132

1109 Broadway Mercer Associates It'Sugar LLC Property Lease - NYC NOHO 

(SPK) SEE NOTE 665 Broadway

New York, NY 10012

1110 Miami 26, LLC It'Sugar LLC Property Lease - Wynwood Temp SEE NOTE 2516 NW 2nd Ave., Space B

Miami, FL 33127

EXHIBIT A

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 68 of 69
2025 FAO ROC Holidings LLC It'Sugar LLC Property Lease - FAO Schweetz SEE NOTE 30 Rockefeller Plaza

New York, NY 10111

4019 Aventura Mall Venture It'Sugar FL 1, LLC Property Lease - Aventura SEE NOTE 19575 Biscayne Blvd., #115

Aventura, FL 33180

1024 GRAND CANAL SHOPS II, LLC It'Sugar LLC Property Lease - Ventian SEE NOTE 3377 Las Vegas Blvd S., Space 2030

Las Vegas, NV 89109

1027 Victoria Gardens Mall, LLC It'Sugar LLC Property Lease - Victoria Gardens SEE NOTE 12485 N. Mainstreet

Rancho Cucamonga, CA 91739

1031 Southpoint Mall, LLC It'Sugar LLC Property Lease - Streets at 

Southpoint SEE NOTE 8030 Renaissance Parkway, Suite 925Durham, NC 27713

1083 Baybrook Mall GGP MGMT Office It'Sugar LLC Property Lease - Baybrook SEE NOTE 500 Baybrook Mall, S/B C128

Friendswood, TX 77546

1094 Crocker Downtown Development Associates It'Sugar LLC Property Lease - Mizner SEE NOTE 339 Plaza Real

Boca Raton, FL 33432

1092 Destiny USA Holdings LLC It'Sugar LLC Property Lease - Destiny USA SEE NOTE 1 Destiny USA Drive, J308

Syracuse, NY 13290

1099 Eklecco Newo LLC It'Sugar LLC Property Lease - Palisades Center SEE NOTE 4522 Palisades Center Drive

West Nyack, NY 10994

1011 Chelsea Property Group It'Sugar LLC Property Lease - Jersey Shore 

Premium SEE NOTE 1 Premium Outlets Blvd., #810

Tinton Falls, NJ 07753

1012 Chelsea Orlando Development Limited Partnership It'Sugar LLC Property Lease - Orlando I 

Vineland Premium SEE NOTE 8200 Vineland Ave., #118

Orlando, FL 32821

1014 Grapevine Mills Mall Limited Partnertship It'Sugar LLC Property Lease - Grapevine Mills SEE NOTE 3000 Grapevine Mills Parkway, Suite #413

Grapevine, TX 76051

1023 Opry Mills Mall Limited Partnership It'Sugar LLC Property Lease - Opry Mills SEE NOTE 122 Opry Mills Drive

Nashville, TN 37214

1032 Orlando Outlet Owner LLC It'Sugar LLC Property Lease - Orlando II 

International Premium SEE NOTE 4973 International Dr. #3F.02

Orlando, FL 32819

1034 Mall at Gurnee Mills, LLC It'Sugar LLC Property Lease - Gurnee Mills SEE NOTE 6170 West Grand Ave. #477

Gurnee, IL 60031

1035 Phoenix Premium Outlets, LLC It'Sugar LLC Property Lease - Phoenix 

Premium SEE NOTE 4976 Premium Outlets Way #414

Chandler, AZ 85226

1052 Mall at Katy Mills, L.P. It'Sugar LLC Property Lease - Katy Mills SEE NOTE 5000 Katy Mills Circle, Ste. 631

Katy, TX 77494

1074 Arundel Mills Limited Partnership It'Sugar Atlantic City, LLC Property Lease - Arundel Mills SEE NOTE 7000 Arundel Mills Circle, Space 341

Hanover, MD 21076

1078 Colorado Mills Mall Limited Partnership It'Sugar Atlantic City, LLC Property Lease - Colorado Mills SEE NOTE 14500 W. Colfax Ave., Space 436

Lakewood, CO 80401

1106 Sunrise Mills (MLP) Limited Partnership It'Sugar LLC Property Lease - Sawgrass Mills SEE NOTE 12801 W. Sunrise Blvd., #307

Sunrise, FL 33323

1008 Tanger Outlets Deer Park, LLC It'Sugar LLC Property Lease - Deer Park SEE NOTE 152 Arches Circle, Suite 407

Deer Park, NY 11729

1053 Tanger National Harbor, LLC It'Sugar LLC Property Lease - National Harbor SEE NOTE 6800 Oxon Hill Rd., Ste. 880

National Harbor, MD 20745

1061 Tanger Properties Limited Partnership It'Sugar LLC Property Lease - Sevierville SEE NOTE 1645 Parkway, Space 1125

Sevierville, TN 37862

1075 Fashion Outlets at Foxwoods, LLC It'Sugar LLC Property Lease - Foxwoods SEE NOTE 455 Trolley Line Blvd., Ste. 380

Mashantucket, CT 06338

1058 Country Club Plaza JV LLC It'Sugar LLC Property Lease - Country Club 

Plaza SEE NOTE 445 West 47th Street

Kansas City, MO 64112

1091 Taubman Auburn Hills Associates Limited Partnership It'Sugar LLC Property Lease - Great Lakes 

Crossing Outlets SEE NOTE 4250 Baldwin Rd. #608

Auburn Hills, MI 48326

1063 Promenade Enterprises, L.P. It'Sugar LLC Property Lease - 3rd Street Prom SEE NOTE 1427 3rd Street Promenade, Ste. #102

Santa Monica, CA 90401

1040 Jemal's Chinatown II, LLC It'Sugar LLC Property Lease - Washington DC SEE NOTE 714 7th Street NW

Washington, DC 20001

1047 117 Duval, LLC It'Sugar LLC Property Lease - Key West SEE NOTE 117 Duval St.

Key West, FL 33040

1028 1880 Broadway Retail, LLC It'Sugar LLC Property Lease - NYC UWS SEE NOTE 1870 Broadway Unit B

New York, NY 10023

1059 210 Muni, LLC It'Sugar LLC Property Lease - Brooklyn SEE NOTE 210 Joralemon St. Space E

Brooklyn, NY 11201

1021 Downtown At The Gardens Associates, Ltd. It'Sugar LLC Property Lease - Downtown at the 

Gardens SEE NOTE 11701 Lake Victoria Gardens Ave. #2103Palm Beach Gardens, FL 33410

1001 Pier at Caesars LLC It'Sugar Atlantic City, LLC Property Lease - Atlantic City SEE NOTE 1 Atlantic Ocean, #1110

Atlantic City, NJ 08401

1029 Cooper House LLC It'Sugar LLC Property Lease - Santa Cruz SEE NOTE 110 Cooper Street, Suite 100-C

Santa Cruz, CA 95060

1054 ESRT 1542 Third Avenue, LLC It'Sugar LLC Property Lease - Upper East Side SEE NOTE 1542 3rd Ave.

New York, NY 10028

1081 Destin Commons, LTD. It'Sugar LLC Property Lease - Destin Commons SEE NOTE 4340 Legendary Drive, Space B114

Destin, FL 32541

Avalara, Inc. It'Sugar LLC Third party sales tax processing 

agreement - 225 S. King St. #1800

Seattle, WA 98104

Florida Panthers Hockey Club, Ltd. and Arena 

Operating Company, Ltd. ItSugar LLC Sponsorship and Advertising Agreement - One Panthers Parkway, Attn: President, CEO

Sunrise, FL 33323

AvidXchange, Inc. It'Sugar LLC Third party AP/invoice processing - P.O. Box 36862Charlotte, NC 28236

Contract Datascan, LP It'Sugar LLC Master Rental Agreement - 

scanner equipment - 2941 Trade Center Dr. #100

Carrollton, TX 75007

Frank Recruitment Group aka Nigel Frank 

International It'Sugar LLC Bradforces, Inc. re Dynamics 

Great Plains Consulting 870.00 110 Williams Street

New York, NY 10038

Loomis Armored US, LLC It'Sugar LLC Armored cash management 

agreement 8,785.98 2500 City West Blvd. #2300

Houston, TX 77042

MMA Securities LLC It'Sugar LLC 401k Retirement Plan Advisory 

and Consulting Agreement - 610 W. Garmantown Pike, Ste. 350

Plymouth Meeting, PA 19462

TGI Office Automation, LLC It'Sugar LLC Lease for copiers - P.O. Box 41602Philadelphia, PA 19101-1602

SecureWorks, Inc. It'Sugar LLC Master Services Agreement 13,020.00 One Concourse Parkway, #500Atlanta, GA 30328

Total Cure (see note): 667,532.11 Note: The proposed cure amounts for individual 

landlords and leases are confidential. Landlords 

have either agreed to their cure amounts, or will be 

provided individual notice of the proposed cure 

amount.

Case 20-20259-RAM Doc 301 Filed 04/20/21 Page 69 of 69