Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 

 

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case 

number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s name ______________________________________________________________________________________________________

2. All other names debtor used 

in the last 8 years

Include any assumed names, 

trade names, and doing business 

as names

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

3. Debtor’s federal Employer 

Identification Number (EIN) ___ ___ – ___ ___ ___ ___ ___ ___ ___

4. Debtor’s address Principal place of business

______________________________________________

Number Street

______________________________________________

______________________________________________ 

City State ZIP Code 

______________________________________________

County 

Mailing address, if different from principal place 

of business

_______________________________________________

Number Street

_______________________________________________

P.O. Box

_______________________________________________ 

City State ZIP Code

Location of principal assets, if different from 

principal place of business

_______________________________________________

Number Street

_______________________________________________

_______________________________________________ 

City State ZIP Code

5. Debtor’s website (URL) ____________________________________________________________________________________________________

 Fill in this information to identify the case:

 Check if this is an 

amended filing

United States Bankruptcy Court for the:

____________________ District of _________________

(State) 

Case number (If known): _________________________ Chapter _____ 11

Olin Road

Dallas TX 75244

4630

Dallas

7 5 2

Northern Texas

Solowave Design Corp.

3 6 9 2 9 4

PlayDirect DBA

https://www.kidkraft.com

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 1 of 34
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) 

 Partnership (excluding LLP)

 Other. Specify: __________________________________________________________________

7. Describe debtor’s business

A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

 None of the above

B. Check all that apply: 

 Tax-exempt entity (as described in 26 U.S.C. § 501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 

§ 80a-3)

 Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See 

http://www.uscourts.gov/four-digit-national-association-naics-codes . 

___ ___ ___ ___

8. Under which chapter of the 

Bankruptcy Code is the 

debtor filing? 

A debtor who is a “small business 

debtor” must check the first subbox. A debtor as defined in 

§ 1182(1) who elects to proceed 

under subchapter V of chapter 11 

(whether or not the debtor is a 

“small business debtor”) must 

check the second sub-box.

Check one:

 Chapter 7 

 Chapter 9

 Chapter 11. Check all that apply: 

 The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its

aggregate noncontingent liquidated debts (excluding debts owed to insiders or 

affiliates) are less than $3,024,725. If this sub-box is selected, attach the most 

recent balance sheet, statement of operations, cash-flow statement, and federal 

income tax return or if any of these documents do not exist, follow the procedure in 

11 U.S.C. § 1116(1)(B).

 The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate 

noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are 

less than $7,500,000, and it chooses to proceed under Subchapter V of 

Chapter 11. If this sub-box is selected, attach the most recent balance sheet, 

statement of operations, cash-flow statement, and federal income tax return, or if 

any of these documents do not exist, follow the procedure in 11 U.S.C. 

§ 1116(1)(B).

 A plan is being filed with this petition. 

 Acceptances of the plan were solicited prepetition from one or more classes of 

creditors, in accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the 

Securities and Exchange Commission according to § 13 or 15(d) of the Securities 

Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing 

for Bankruptcy under Chapter 11 (Official Form 201A) with this form. 

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 

12b-2.

 Chapter 12

Solowave Design Corp.

4 2 3 9

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 2 of 34
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

9. Were prior bankruptcy cases 

filed by or against the debtor 

within the last 8 years?

If more than 2 cases, attach a 

separate list. 

 No

 Yes. District _______________________ When _______________ Case number _________________________

 MM / DD / YYYY

District _______________________ When _______________ Case number _________________________

 MM / DD / YYYY

10. Are any bankruptcy cases

pending or being filed by a 

business partner or an 

affiliate of the debtor? 

List all cases. If more than 1, 

attach a separate list.

 No

 Yes. Debtor _____________________________________________ Relationship _________________________

District _____________________________________________ When __________________ 

 MM / DD / YYYY 

Case number, if known ________________________________

11. Why is the case filed in this 

district? 

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days 

immediately preceding the date of this petition or for a longer part of such 180 days than in any other 

district.

 A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have 

possession of any real 

property or personal property 

that needs immediate 

attention? 

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard? _____________________________________________________________________

 It needs to be physically secured or protected from the weather. 

 It includes perishable goods or assets that could quickly deteriorate or lose value without 

attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related 

assets or other options). 

 Other _______________________________________________________________________________

Where is the property?_____________________________________________________________________

Number Street

____________________________________________________________________

_______________________________________ _______ ________________

City State ZIP Code 

Is the property insured?

 No

 Yes. Insurance agency ____________________________________________________________________

Contact name ____________________________________________________________________

Phone ________________________________ 

Statistical and administrative information

See Rider 1

Solowave Design Corp.

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 3 of 34
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

13. Debtor’s estimation of 

available funds

Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. 

14. Estimated number of 

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5,001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than 100,000

15. Estimated assets

 $0-$50,000

 $50,001-$100,000

 $100,001-$500,000

 $500,001-$1 million

 $1,000,001-$10 million

 $10,000,001-$50 million 

 $50,000,001-$100 million

 $100,000,001-$500 million

 $500,000,001-$1 billion

 $1,000,000,001-$10 billion

 $10,000,000,001-$50 billion

 More than $50 billion

16. Estimated liabilities

 $0-$50,000

 $50,001-$100,000

 $100,001-$500,000

 $500,001-$1 million

 $1,000,001-$10 million

 $10,000,001-$50 million

 $50,000,001-$100 million

 $100,000,001-$500 million

 $500,000,001-$1 billion 

 $1,000,000,001-$10 billion

 $10,000,000,001-$50 billion

 More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to 

$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of 

authorized representative of 

debtor 

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this 

petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and 

correct. 

I declare under penalty of perjury that the foregoing is true and correct. 

Executed on _________________

MM / DD / YYYY

_____________________________________________ _______________________________________________

Signature of authorized representative of debtor Printed name

Title _________________________________________ 

Solowave Design Corp.

Geoffrey Walker

Chief Executive Officer

05/10/2024

/s/Geoffrey Walker

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 4 of 34
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5

18. Signature of attorney _____________________________________________ Date _________________

 Signature of attorney for debtor MM / DD / YYYY

_________________________________________________________________________________________________

Printed name

_________________________________________________________________________________________________

Firm name

_________________________________________________________________________________________________

Number Street

____________________________________________________ ____________ ______________________________

City State ZIP Code 

____________________________________ __________________________________________

Contact phone Email address

______________________________________________________ ____________

Bar number State

Solowave Design Corp.

William L. Wallander

Vinson & Elkins, LLP

2001 Ross Avenue Suite 3900

Dallas TX 75201

(214) 220-7905 bwallander@velaw.com

20780750 TX

/s/William L. Wallander 05/10/2024

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 5 of 34
Rider 1 

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the 

Debtor in the United States Bankruptcy Court for the Northern District of Texas

KidKraft, Inc. 

KidKraft Europe, LLC 

KidKraft Intermediate Holdings, LLC 

KidKraft International Holdings, Inc. 

KidKraft Partners, LLC 

KidKraft International IP Holdings, LLC 

Solowave Design Corp. 

Solowave Design Holdings Limited 

Solowave Design Inc. 

Solowave Design LP 

Solowave International Inc. 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 6 of 34
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

SOLOWAVE DESIGN CORP. 

Debtor. 

§ 

§ 

§ 

§ 

§ 

§ 

Case No. [] 

(Chapter 11) 

(Joint Administration Requested) 

(Emergency Hearing Requested) 

CORPORATE OWNERSHIP STATEMENT (RULES 1007(A)(1) AND 7007.1) 

Pursuant to Federal Rules of Bankruptcy Procedure 1007(a)(1) and 7007.1, the following are 

corporations, other than the debtor or a governmental unit, that directly own 10% or more of any 

class of the corporation’s equity interests: 

Corporate Equity Holder(s) Address of Corporate Equity Holder(s) Percentage of 

Equity Held 

KidKraft, Inc. 4630 Olin Road 

Dallas, Texas 75244 

100% 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 7 of 34
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

SOLOWAVE DESIGN CORP. 

Debtor. 

§ 

§ 

§ 

§ 

§ 

§ 

Case No. [] 

(Chapter 11) 

(Joint Administration Requested) 

(Emergency Hearing Requested) 

LIST OF EQUITY SECURITY HOLDERS (RULE 1007(A)(3)) 

Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, the following identifies 

all known holders having a direct or indirect ownership interest of the above captioned debtor in 

possession: 

Corporate Equity Holder(s) Address of Corporate Equity Holder(s) Percentage of 

Equity Held 

KidKraft, Inc. 4630 Olin Road 

Dallas, Texas 75244 

100% 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 8 of 34
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 1

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured 

Claims on a Consolidated Basis and Are Not Insiders 12/15

A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the 

debtor disputes. Do not include claims by any person or entity who is an Insider, as defined in 11 U.S.C. § 101(31). Also, do not include 

claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor along the holders 

of the 30 largest unsecured claims.

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email 

address of creditor contact

Nature of the 

claim (for 

example, trade 

debts, bank 

loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated

, or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

1

WALMART INC.

C/O BANK OF AMERICA

PO BOX 500787

ST LOUIS, MO 63150-0787

PHONE: +1-501-273-4000

EMAIL: BAT-USAR@SAPPR4.WAL-MART.COM

TRADE 

PAYABLE

$5,319,143.84

2

MIDOCEAN PARTNERS IV, L.P.

245 PARK AVENUE

38TH FLOOR

NEW YORK, NY 10167

PHONE: +1-212-497-1400

EMAIL:

INVESTORRELATIONS@MIDOCE

ANPARTNERS.COM

SUBORDIN

ATED

NOTE DUE 

2025

$5,000,000.00

3

HUANGYAN IMPORT AND 

EXPORT CORPORATION 

ZHEJIANG

NO. 118 LAODONG NORTH 

ROAD, GENERAL CHAMBER OF 

COMMERCE BUILDING, 7TH 

FLOOR

HUANGYAN, TAIZHOU CITY

ZHEJIANG PROVINCE, CHINA 

318020

ATTN: MARY CHENG

PHONE: +86-576-84219651

EMAIL: 

SNOW@SPACEWATERBOTTLE.C

OM

-ANDATTN: MARCY YANG

PHONE: +86-576-8411-2808

EMAIL: 

WATER@SPACEWATERBOTTLE.

COM

TRADE 

PAYABLE

$2,870,839.82

4

HEZE ZHONGRAN WOODWARE 

CO., LTD.

EASTERN SIDE, SOUTHERN 

SECTION, JINXIN ROAD

ZHUANGZHAI TOWN, CAO 

COUNTY, HEZE CITY, 

SHANDONG PROVINCE, CHINA 

274404

PHONE: +86-530-3761318

EMAIL: DINGWEIBO@HZJINRAN.COM

TRADE 

PAYABLE

$2,450,116.16

5

TAIZHOU TOYLAND CO., LTD.

4202-21 BUILDING 4, 

QINGCHUANG AREA CROSSBORDER E-COMMERCE 

INDUSTRIAL PARK, NO. 638 

DONGHUANG ROAD

TAIZHOU CITY

ZHEJIANG PROVINCE, CHINA

215300

PHONE: +86-576-8867-3593 / +86-

138-0658-8069

EMAIL: 

WILLIAM88069@HOTMAIL.COM

/ SALE1@CHINATOYLAND.COM

TRADE 

PAYABLE

$1,566,212.34

 Check if this is an

amended filing

Fill in this information to identify the case:

Debtor name: KidKraft, Inc. et al.

United States Bankruptcy Court for the Northern District of Texas

Case number (if known): _______________________________

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 9 of 34
Debtor KidKraft, Inc. et al. Case number (if known)

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 2

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email 

address of creditor contact

Nature of the 

claim (for 

example, trade 

debts, bank 

loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated

, or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

6

MIDOCEAN US ADVISOR LP

245 PARK AVENUE

38TH FLOOR

NEW YORK, NY 10167

ATTN: DAN RYAN

PHONE: +1-212-497-1400

EMAIL: 

DRYAN@MIDOCEANPARTNERS.

COM / 

INVESTORRELATIONS@MIDOCE

ANPARTNERS.COM

MANAGEM

ENT 

SERVICES

$1,258,217.97

7

FUJIAN SHUNCHANG SHENG 

SHENG WOOD INDUSTRY LTD., 

CO.

MO WU INDUSTRIAL DISTRICT, 

YUANKENG

SHUNGCHANG COUNTY

FUJIAN PROVINCE, CHINA 

353200

ATTN: BRENDA CAI

PHONE: +86-151-5920-1896

EMAIL: BRENDA@FJSSRX.COM

-ANDPHONE: +86-155-0691-3517

EMAIL: 

HOMEGARDEN@FOXMAIL.COM

-ANDPHONE: +86-186-5019-1555

EMAIL: LEO@FJSSRX.COM

TRADE 

PAYABLE

$1,029,463.27

8

HEZE JINRAN WOODWARE CO., 

LTD.

INDUSTRIAL ZONE 

ZHUANGZHAI TOWN

CAO COUNTY, HEZE CITY

SHANDONG PROVINCE, CHINA 

274400

PHONE: +86-530-3761318

EMAIL: DINGWEIBO@HZJINRAN.COM

TRADE 

PAYABLE

$948,485.79

9

ZHEJIANG NENGFU TOURIST 

PROD. CO.

NO. 77, ZHONGSHANDONG 

ROAD, INDUSTRIAL AREA

LONGQUAN CITY

ZHEJIANG PROVINCE, CHINA 

323700

ATTN: AMY ZHOU

PHONE: +86-139-0578-5372

EMAIL: 

AMY@NENGFUCHINA.COM

TRADE 

PAYABLE

$843,595.28

10 KPMG LLP

500 ROSS STE., ROOM 0940

PITTSBURGH, PA 15262

ATTN: JONATHAN ROBERTS

PHONE: +1-949-885-5400

EMAIL: 

JHROBERTS@KPMG.COM

ACCOUNTI

NG 

SERVICES

$838,926.35

11

TAIZHOU SUNRISE 

INTERNATIONAL CO., LTD

ROOM 916, XINTAI PLAZA, 168 

SQUARE, TAIZHOU CITY

ZHEJIANG PROVINCE, CHINA

318000

PHONE: +86-138-0658-8069

EMAIL: 

WILLIAM88069@HOTMAIL.COM

/ 

WILLIAM@CHINATOYLAND.CO

M

TRADE 

PAYABLE

$808,934.80

12

META PLATFORMS, INC. (F/K/A 

FACEBOOK, INC.)

1601 WILLOW RD

MENLO PARK, CA 94025

PHONE: +1-650-853-1300

EMAIL: CESARG@FB.COM

TRADE 

PAYABLE

$759,532.91

13

APORIA

JINGYANG INDUSTRIAL PARK, 

SHANG DIAN VILLAGE

JING YANG TOWN, RONGQIAO 

DEVELOPMENT ZONE, FUQING

CITY

FUJIAN PROVINCE, CHINA 

350304

JINGYANG INDUSTRIAL PARK, 

SHANG DIAN VILLAGE

JING YANG TOWN, RONGQIAO 

DEVELOPMENT ZONE, FUQING

CITY

FUJIAN PROVINCE, CHINA 

350304

TRADE 

PAYABLE

$708,031.57

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 10 of 34
Debtor KidKraft, Inc. et al. Case number (if known)

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 3

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email 

address of creditor contact

Nature of the 

claim (for 

example, trade 

debts, bank 

loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated

, or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

14

KONG RICHS FURNITURE VIET 

NAM CO LTD.

LOT F7. F8, N5 ROAD, NAM TAN 

UYEN INDUSTRIAL EXPANDED,

HOI NGHIA WARD, TAN UYEN 

TOWN

BINH DUONG PROVINCE, 

VIETNAM 75000

PHONE: +84-366-626-739

EMAIL: MENRICHS_4@163.COM

TRADE 

PAYABLE

$673,687.76

15

JIASHAN YUNJIA HANDCRAFT 

CO., LTD.

ROOM 201, BUILDING 1, NO. 

2358, RENMIN ROAD, STREET 

LUOXING

JIASHAN COUNTY, JIAXING 

CITY

ZHEJIANG PROVINCE, CHINA 

314100

ROOM 201, BUILDING 1, NO. 

2358, RENMIN ROAD, STREET 

LUOXING

JIASHAN COUNTY, JIAXING 

CITY

ZHEJIANG PROVINCE, CHINA 

314100

TRADE 

PAYABLE

$662,798.28

16

DISNEY ATTN: STEPHANIE MELENDEZ

EMAIL: 

STEPHANIE.M.MELENDEZ@DISN

EY.COM

TRADE 

PAYABLE

$618,129.77

17 ZHEJIANG XINYUN WOOD 

INDUSTRY GROUP CO., LTD.

NO. 378 ZHONG SHAN ROAD,

YUNHE COUNTY

ZHEJIANG PROVINCE, CHINA 

323600

PHONE: +86-139-6704-1948 / +86-

0578-513-6299

EMAIL: INFO@ZJXINYUN.COM

TRADE 

PAYABLE

$593,018.77

18 GO SPORTS ENTERPRISE CO., 

LTD.

7F-1, NO. 243, SEC. 1, FU HSIN 

SOUTH ROAD, TAIPEI CITY, 

TAIWAN 11012

PHONE: +886-2-2706-3896

EMAIL: 

SDING@GOSPORTS.COM.TW

TRADE 

PAYABLE

$486,708.36

19 HUIZHOU CITY XIANGSHENG 

WOODWORK CO. LTD.

THE FIRST INDUSTRIAL 

DISTRICT OF ECO-INDUSTRIAL 

PARK, HUAGUO VILLAGE, 

XINXU TOWN

HUIYANG DISTRICT, HUIZHOU 

CITY

GUANGDONG PROVINCE, 

CHINA 516226

THE FIRST INDUSTRIAL 

DISTRICT OF ECO-INDUSTRIAL 

PARK, HUAGUO VILLAGE, 

XINXU TOWN

HUIYANG DISTRICT, HUIZHOU 

CITY

GUANGDONG PROVINCE, CHINA 

516226

TRADE 

PAYABLE

$473,287.75

20 CARGOMATIC INC.

PO BOX 8350

PASADENA, CA 91109-8350

PHONE: +1-562-254-7151 / +1-866-

513-2343

EMAIL: 

REMIT@CARGOMATIC.COM

TRADE 

PAYABLE

$408,517.50

21 FUJIAN THREE DIMENSIONAL 

WOOD INDUSTRY CO., LTD

BAILU INDUSTRIAL PARK, 

DONGPING VILLAGE, 

DONGPING TOWN, ZHENGHE 

COUNTY

FUJIAN PROVINCE, CHINA 

353602

BAILU INDUSTRIAL PARK, 

DONGPING VILLAGE, 

DONGPING TOWN, ZHENGHE 

COUNTY

FUJIAN PROVINCE, CHINA 

353602

TRADE 

PAYABLE

$396,976.05

22 MATTEL INC

333 CONTINENTAL 

BOULEVARD

EL SEGUNDO, CA 90245

PHONE: +1-310-252-2000

EMAIL: 

LICENSING.COLLECTIONS@MAT

TEL.COM

TRADE 

PAYABLE

$376,073.28

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 11 of 34
Debtor KidKraft, Inc. et al. Case number (if known)

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 4

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email 

address of creditor contact

Nature of the 

claim (for 

example, trade 

debts, bank 

loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated

, or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

23 TARGET CORPORATION

C/O VENDOR INCOME

PO BOX 860363

MINNEAPOLIS, MN 55486-0363

EMAIL: 

VENDOR.INCOME@TARGET.CO

M

TRADE 

PAYABLE

$294,769.94

24 GIBSON, DUNN & CRUTCHER 

LLP

1050 CONNECTICUT AVE NW

WASHINGTON DC 20036-5306

PHONE: +1-213-229-7333

EMAIL: 

CBILLING@GIBSONDUNN.COM

LEGAL 

SERVICES

$292,665.45

25 HANDAN MEIJIANLI 

HARDWARE MANUFACTURING

SOUTHWEST DEVELOPMENT 

ZONE

YONGNIAN COUNTRY, 

HANDAN CITY

HEBEI PROVINCE, CHINA 056000

PHONE: +86-108-021-3284

EMAIL: TOP@MEIJIANLI.COM

TRADE 

PAYABLE

$292,568.22

26 UNISHIPPERS

PO BOX 1560

MELBOURNE, FL 32902

PHONE: +1-800-713-2111 / +1-866-

998-7447

EMAIL: 

AR.TLG@UNISHIPPERS.COM

TRADE 

PAYABLE

$291,568.54

27 FEDEX TRADE NETWORKS 

(CAN)

BOX 916200, PO BOX 4090 

STATION A

TORONTO, ON, CANADA 

M5W0E9

PHONE: +1-905-677-7381 / +1-800-

463-3339

EMAIL: 

FTNC_TREASURY@FEDEX.COM

TRADE 

PAYABLE

$244,011.26

28 FUJIAN NEW JIAFENG WOOD 

INDUSTRY CO., LTD.

JISHAN INDUSTRIAL PARK, 

ECONOMIC DEVELOPMENT 

ZONE

JIANGLE COUNTY, SANMING

CITY

FUJIAN PROVINCE, CHINA 

353300

PHONE: +86-598-226-2183 TRADE 

PAYABLE

$232,563.48

29 FUJING PLASTIC PRODUCTS 

(SHENZHEN) CO LTD.

5/F, BUILDING B, CHANGPU 

INDUSTRIAL PARK

BAOAN DISTRICT, SHENZHEN

CITY

GUANGDONG PROVINCE, 

CHINA 518125

PHONE: +86-139-2525-8002

EMAIL: HAOTAI518@163.COM

TRADE 

PAYABLE

$229,657.96

30 DONG GUAN SHING FAI 

FURNITURE CO. LTD.

2ND AREA, SHANG DONG

ADMIN DISTRICT, QI SHI TOWN

DONG GUAN CITY

GUANGDONG PROVINCE

CHINA 532500

PHONE: +86-867592751816

EMAIL: 

FIONAYAO@HUNGFAIGROUP.C

OM

/

TEOLIVIA@HUNGFAIGROUP.CO

M

TRADE 

PAYABLE

$203,543.02

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 12 of 34
KIDKRAFT INTERMEDIATE HOLDINGS, LLC 

KIDKRAFT, INC. 

KIDKRAFT INTERNATIONAL HOLDINGS, INC. 

KIDKRAFT EUROPE, LLC 

KIDKRAFT PARTNERS, LLC 

KIDKRAFT INTERNATIONAL IP HOLDINGS, LLC 

SOLOWAVE DESIGN CORP. 

SOLOWAVE DESIGN HOLDINGS LIMITED 

SOLOWAVE INTERNATIONAL INC. 

SOLOWAVE DESIGN INC. 

SOLOWAVE DESIGN LP 

Written Consent of Directors, Managers, General Partners, Limited Partners, and 

Members 

May 9, 2024 

The undersigned, constituting all of the members of each Consenting Body (as defined 

below), hereby take the following actions by unanimous written consent of such Consenting Body 

without a meeting pursuant to (a) the organizational documents of each Company and (b) Section 

141(f) of the Delaware General Corporation Law, Section 18-302(d) and 18-404(d) of the 

Delaware Limited Liability Company Act, and Subsection 129(1) of the Ontario Business 

Corporations Act, as applicable. 

WHEREAS, (a) all of the members of the board of directors or board of managers, as 

applicable, of each of KidKraft, Inc., a Delaware corporation (“KK OpCo”), KidKraft International 

Holdings, Inc., a Delaware corporation (“KK International”), KidKraft Europe, LLC, a Delaware 

limited liability company (“KK EUR”), KidKraft Partners, LLC, a Delaware limited liability 

company (“KKP”), KidKraft International IP Holdings, LLC, a Delaware limited liability 

company (“KK IP”), Solowave Design Corp. d/b/a/ PlayDirect, a Delaware corporation 

(“Solowave US”), Solowave Design Holdings Limited, an Ontario corporation (“SDHL”), 

Solowave International Inc., an Ontario corporation (“SII”), and Solowave Design Inc., an Ontario 

corporation (“Solowave Canada GP”), (b) the sole member of KidKraft Intermediate Holdings, 

LLC, a Delaware limited liability company (“KK Intermediate”) (being KidKraft Group Holdings, 

LLC, a Delaware limited liability company (“Group Holdings”); (c) the board of directors of 

Group Holdings in its capacity as the sole member of KK Intermediate; (d) the board of directors 

of Solowave Canada GP in its capacity as general partner of Solowave Design LP, an Alberta 

limited partnership (“Solowave Canada LP”, together with KK OpCo, KK EUR, KKP, KK IP, 

Solowave US, SDHL, SII, Solowave Canada GP, KK Intermediate, and KK International, 

collectively the “Companies”, and together SDHL, SII, Solowave Canada GP and Solowave 

Canada LP, the “Canadian Debtors”); and (e) the board of directors of SDHL in its capacity as 

limited partner of Solowave Canada GP, (the governing bodies set forth in (a) through (e) 

collectively, the “Consenting Bodies”) hereby authorize and approve, in all respects, the adoption 

of the following resolutions set forth in this written consent. Capitalized terms used herein and not 

otherwise defined shall have the meaning ascribed to such terms in the Purchase Agreement (as 

defined below): 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 13 of 34
2 

WHEREAS, the Consenting Bodies have studied and considered the financial condition 

of the Companies, including the Companies’ liabilities, contractual obligations, and liquidity, the 

short-term and long-term prospects available to the Companies, the strategic alternatives available 

to the Companies, including the sale and marketing process of the Companies and their assets 

conducted by Robert W. Baird & Co. (“Baird”), and the related circumstances and situation, 

including the current and reasonably foreseeable future conditions of the industry in which the 

Companies operate; 

WHEREAS, the Consenting Bodies have consulted with the Companies’ financial and 

legal advisors and considered a variety of strategic alternatives available to the Companies; 

WHEREAS, Antares Capital, LP, Fifth Third Bank, NA, and PNC Bank, NA agreed to 

sell, and 1903 Partners, LLC (“Gordon Brothers”) agreed to purchase, all outstanding obligations 

(the “1L Debt”) under the Amended and Restated First Lien Credit Agreement, dated as of April 

3, 2020 (as amended or otherwise modified from time to time), among KK OpCo, as borrower, 

KK Intermediate, the other guarantors party thereto from time to time, Antares Capital LP, as 

administrative agent and collateral agent, each lender from time to time party thereto and BBVA 

USA, as letter of credit issuer (the “1L Debt Purchase”); 

WHEREAS, Backyard Products, LLC (the “Purchaser”), has offered to purchase all of 

the right, title, and interest in, to, and under certain assets, free and clear of any and all pledges, 

options, charges, liabilities, liens, claims, encumbrances, successor liability or security interests, 

of the Companies and certain of its affiliates pursuant to that certain Asset Purchase Agreement 

dated as of April 25, 2024, by and among KK OpCo, KK IP, Solowave US, Solowave Canada GP, 

and Solowave Canada LP, as sellers, and the Purchaser, as buyer (the “Sale Transaction”); 

WHEREAS, the Consenting Bodies have determined that it is advisable and in the best 

interests of the Companies to (i) pursue the Sale Transaction pursuant to a pre-packaged chapter 

11 plan of the Companies (the “Plan”) or on a standalone basis pursuant to chapter 11 of title 11 

of the United States Code (the “Bankruptcy Code”) and Part IV of the Companies’ Creditors 

Arrangement Act (Canada) (“CCAA” and the related recognition proceedings, the “CCAA 

Recognition Proceedings”) in accordance with that certain Restructuring Support Agreement 

dated as of April 25, 2024 among (a) the Companies and certain affiliates of the Companies 

(b) Gordon Brothers, in its capacity as holder of the 1L Debt following the consummation of the 

1L Debt Purchase, (c) the Purchaser, and (d) MidOcean US Advisor, L.P. (“MidOcean”), in its 

capacity as an equityholder of KidKraft Group Holdings, LLC, the direct parent company of KK 

Intermediate and indirect parent company of the other Companies (such agreement, together with 

the exhibits attached thereto, the “RSA”) and (ii) file or cause to be filed voluntary petitions for 

relief (the “Chapter 11 Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) 

pursuant to chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the 

Northern District of Texas, Dallas Division, or another appropriate court (the “U.S. Bankruptcy 

Court”) and CCAA Recognition Proceedings in the Ontario Superior Court of Justice 

(Commercial List) (the “CCAA Court”), and any and all documents necessary or convenient to 

effect, cause, or promote the reorganization of the Companies under chapter 11 of the Bankruptcy 

Code and the CCAA, in accordance with the RSA; 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 14 of 34
3 

WHEREAS, the Consenting Bodies have reviewed the RSA, which contemplates, among 

other things, the consummation of a series of transactions (the “Restructuring Transactions”) 

described therein, including the Sale Transaction, distribution of the proceeds thereof, and the 

orderly wind-down of the Companies and certain of their non-debtor affiliates; 

WHEREAS, in accordance with the RSA, the Companies have prepared a solicitation 

package including a Disclosure Statement for the Plan (including all schedules and exhibits, and 

together with the Plan, the “Chapter 11 Documents”) and related ballots, notices, and other 

materials to be distributed to the holders of certain claims against the Companies in connection 

with soliciting their votes to accept or reject the Plan in accordance with section 1125 of the 

Bankruptcy Code and any applicable non-bankruptcy laws and within the meaning of section 1126 

of the Bankruptcy Code (the “Solicitation”); 

WHEREAS, pursuant to the milestones set forth in the RSA, as extended by Gordon 

Brothers and the Purchaser, the Companies are required to commence solicitation of the Plan on 

or before May 9, 2024; 

WHEREAS, the Consenting Bodies have reviewed the Chapter 11 Documents and, the 

Consenting Bodies, following consultation with the financial and legal advisors to the Companies, 

have determined that it is advisable and in the best interests of the Companies to commence the 

Solicitation; 

WHEREAS, as contemplated by the RSA, (i) Gordon Brothers has agreed to provide postpetition financing to the Companies under a debtor-in-possession facility (the “DIP Facility”), on 

the terms and subject to the conditions set forth in the DIP Term Sheet attached as an exhibit to 

the RSA (Gordon Brothers, in its capacity as lender under the DIP Facility, the “DIP Lender”), 

and (ii) following the consummation of the Restructuring Transactions, all of the claims under the 

DIP Facility will be fully repaid; 

WHEREAS, the Companies will obtain benefits from the use of collateral, including cash 

collateral, as that term is defined in section 363(a) of the Bankruptcy Code (the “Cash Collateral”), 

which is security for the claims held by Gordon Brothers; 

WHEREAS, pursuant to a unanimous written consent duly adopted on April 30, 2024, the 

board of directors of Group Holdings established a special committee (the “Group Holdings 

Special Committee”) for the purpose of evaluating, reviewing, and negotiating any potential 

restructuring transaction and making recommendations to the board of Group Holdings;

WHEREAS, pursuant to a unanimous written consent duly adopted on April 30, 2024, the 

board of directors of KK OpCo established a special committee (the “KK OpCo Special 

Committee” and, together with the Group Holdings Special Committee, the “Special 

Committees”) for the purpose of evaluating, reviewing, and negotiating any potential restructuring 

transaction and making recommendations to the board of KK OpCo; 

WHEREAS, the Special Committees have reviewed and considered the proposed 

Restructuring Transactions, the Chapter 11 Cases and the CCAA Recognition Proceedings, as 

contemplated therein and in this written consent, and have (x) determined that it is advisable, fair 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 15 of 34
4 

to, and in the best interests of the Companies to approve and adopt the Restructuring Transactions, 

the Chapter 11 Cases and the CCAA Recognition Proceedings and (y) recommended that the board 

of directors of KK OpCo, Group Holdings, and the other Consenting Bodies pursue, adopt and 

approve the Restructuring Transactions, the Chapter 11 Cases and the CCAA Recognition 

Proceedings; and 

WHEREAS, after review of (i) the financial condition of the Companies, the current and 

reasonably foreseeable future conditions of the industry in which the Companies operates, the 

outlook for the Companies’ businesses and the other alternatives available to the Companies, 

(ii) the terms of the RSA and related documentation, (iii) the availability of the DIP Facility and 

consensual use of the Cash Collateral, and (iv) such other considerations as the Consenting Bodies 

deem relevant, the Consenting Bodies, following consultation with the financial and legal advisors 

to the Companies, have determined that it is advisable and in the best interests of the Companies 

to pursue consummation of the Sale Transaction and the Plan through the Chapter 11 Cases and 

CCAA Recognition Proceedings, as contemplated therein and as approved in this written consent. 

Authorized Signatory 

NOW, THEREFORE, BE IT RESOLVED, that each of the individuals set forth below 

be, and each of them hereby is, elected and confirmed to the office of the applicable Company set 

forth opposite the name of such individual, to serve in accordance with applicable law and the 

organizational documents of such Company, each as may be amended from time to time, until his 

or her respective successor is appointed and qualified or until his or her earlier resignation, death, 

or removal; and that all acts and deeds taken by each such individual in such capacity prior to the 

date hereof that are within the authority conferred upon such officers pursuant to applicable law 

and the respective organizational documents, as applicable, of such Company, each as may be 

amended from time to time, are hereby approved, ratified, and confirmed in all respects. 

Company Name of Officer Title 

KidKraft Intermediate 

Holdings, LLC 

Geoffrey Walker Authorized Signatory 

Solowave Design LP and 

Solowave Design GP in its 

capacity as general partner 

Geoffrey Walker Authorized Signatory 

Solicitation 

FURTHER RESOLVED, that the Consenting Bodies hereby approve for the Companies 

to commence the Solicitation, consistent with the RSA and the resolutions set forth herein; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each duly appointed director or officer of each Company, including each Authorized Signatory 

appointed above, (each an “Authorized Officer” and, collectively, the “Authorized Officers”), to 

take such actions or cause to be prepared and/or executed any documents related to the Solicitation, 

and incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 16 of 34
5 

as the Authorized Officer taking such action shall in his or her judgment determine to be necessary 

or appropriate to effectuate the Solicitation, which determination shall be conclusively evidenced by 

such Authorized Officer’s execution or delivery thereof; 

Chapter 11 Filing

FURTHER RESOLVED, that the Consenting Bodies hereby determine that it is advisable 

and in the best interests of the Companies to file the Chapter 11 Petitions pursuant to chapter 11 

of the Bankruptcy Code with the U.S. Bankruptcy Court;

FURTHER RESOLVED, that the Consenting Bodies hereby authorize the Companies to 

file or cause to be filed the Chapter 11 Petitions pursuant to chapter 11 of the Bankruptcy Code 

with the U.S. Bankruptcy Court; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the U.S. Bankruptcy 

Court on behalf of the Companies, the Chapter 11 Petitions, in such form as prescribed by the 

official forms promulgated pursuant to the Bankruptcy Code;

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the U.S. Bankruptcy 

Court all papers, motions, applications, schedules, and pleadings necessary, appropriate, or 

convenient to facilitate the Chapter 11 Cases and all of its matters and proceedings, and any and 

all other documents necessary, appropriate, or convenient in connection with the commencement 

or prosecution of the Chapter 11 Cases, each in such form or forms as the Authorized Officer may 

approve; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the U.S. Bankruptcy 

Court all papers and pleadings that such Authorized Officer believes to be necessary or advisable 

to effect, cause, or further the Sale Transaction and the Plan and any and all other documents 

necessary to effectuate the Sale Transaction and the Plan, together with any amendments or 

modifications thereto, or any restatements thereof, in each case, as any Authorized Officer may 

approve; 

CCAA Filing

FURTHER RESOLVED, that the Consenting Bodies hereby determine that it is advisable 

and in the best interests of the Companies for KKOpCo, in its capacity as proposed foreign 

representative on behalf of itself and the Canadian Debtors, and, to the extent necessary or 

appropriate, other Companies, to commence the CCAA Recognition Proceedings pursuant to Part 

IV of the CCAA in the CCAA Court; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize KKOpCo and any 

other applicable Companies to file or cause to be filed an application to commence the CCAA 

Recognition Proceedings with the CCAA Court; 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 17 of 34
6 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the CCAA Court on 

behalf of the applicable Companies, the filings and other materials necessary to commence the 

CCAA Recognition Proceeding;

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the CCAA Court all 

papers, motions, affidavits, notices, factums, applications, schedules, and pleadings necessary, 

appropriate, convenient or advisable to facilitate the CCAA Recognition Proceedings and all of its 

matters and proceedings, and any and all other documents necessary, appropriate, or convenient 

in connection with the commencement or prosecution of the CCAA Recognition Proceedings, each 

in such form or forms as the Authorized Officer may approve; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute, deliver, and file or cause to be filed with the CCAA Court all 

papers, motions, affidavits, notices, factums, applications, schedules and pleadings that such 

Authorized Officer believes to be necessary, appropriate, convenient or advisable to effect, cause, 

or further the Sale Transaction and the Plan and any and all other documents necessary to effectuate 

the Sale Transaction and the Plan related thereto, together with any amendments or modifications 

thereto, or any restatements thereof, in each case, as any Authorized Officer may approve; 

Debtor-in-Possession Financing, Cash Collateral and Adequate Protection 

FURTHER RESOLVED, that the Consenting Bodies hereby determine that the 

Companies will obtain benefits from the loans and other financial accommodations under the DIP 

Facility and the consummation of the Financing Transactions under the DIP Loan Documents 

(each as defined below) which are necessary and appropriate to the conduct, promotion, and 

attainment of the business of the Companies; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and approve, in 

all respects, the Companies’ entry into the DIP Facility, together with any agreements or 

documentation relating thereto (collectively, the “DIP Loan Documents”), and the performance 

of its obligations thereunder; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to take such actions and negotiate or cause to be prepared and negotiated 

and to execute, file, and deliver the DIP Loan Documents, with such changes, additions, and 

modifications thereto as any Authorized Officer executing the same shall approve, such approval 

to be conclusively evidenced by such Authorized Officer’s execution or delivery thereof, cause 

the Companies to perform their obligations under the DIP Loan Documents, or any amendments 

or modifications thereto that may be contemplated by, or required in connection with, the 

Restructuring Transactions or the Chapter 11 Cases or the CCAA Recognition Proceedings, and 

incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, as 

any such Authorized Officer shall in his or her judgment determine to be necessary or appropriate 

to consummate the Restructuring Transactions, which determination shall be conclusively 

evidenced by such Authorized Officer’s execution or delivery thereof;

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 18 of 34
7 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize the Companies to: 

(i) undertake any and all transactions contemplated by the DIP Loan Documents, on substantially 

the terms and subject to the conditions set forth in the DIP Loan Documents or as may hereafter 

be fixed or authorized by the Consenting Bodies or any Authorized Officer; (ii) borrow funds from, 

provide guaranties to, pledge their assets as collateral to, and undertake any and all related 

transactions contemplated thereby (collectively, the “Financing Transactions,” and each such 

transaction, a “Financing Transaction”) with the DIP Lender and on such terms as may be 

approved by any Authorized Officer, as reasonably necessary or appropriate for the continuing 

conduct of the affairs of the Companies; (iii) execute and deliver and cause the Companies to incur 

and perform their obligations under the DIP Loan Documents and Financing Transactions; 

(iv) finalize the DIP Loan Documents and Financing Transactions, consistent in all material 

respects with the drafts thereof that have been presented to and reviewed by the Consenting Bodies; 

and (v) pay related fees and grant security interests in and liens upon some, any, or all of the 

Companies’ assets, as may be deemed necessary by any Authorized Officer in connection with 

such Financing Transactions; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to take such actions and negotiate or cause to be prepared and negotiated 

and to execute, file, deliver and cause the Companies to incur and perform its obligations under 

the DIP Loan Documents and all other agreements, instruments and documents (including, without 

limitation, any and all other intercreditor agreements, joinders, mortgages, deeds of trust, consents, 

notes, pledge agreements, security agreements, control agreements, and any agreements with any 

entity (including governmental authorities) requiring or receiving cash collateral or other credit 

support with proceeds from the DIP Credit Agreement) or any amendments thereto or waivers 

thereunder (including, without limitation, any amendments, waivers or other modifications of any 

of the DIP Loan Documents) that may be contemplated by, or required in connection with, the DIP 

Loan Documents and the Financing Transactions, and incur and pay or cause to be paid all fees 

and expenses and engage such persons, in each case, as such Authorized Officer shall in his or her 

judgment determine to be necessary or appropriate to consummate the transactions contemplated 

by the DIP Loan Documents, which determination shall be conclusively evidenced by such 

Authorized Officer’s execution or delivery thereof; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to authorize the DIP Lender to file any UCC financing statements or other 

personal property financing statements, mortgages, notices, and any necessary assignments for 

security or other documents in the name of the Companies that the DIP Lender deems necessary 

or appropriate to perfect any lien or security interest granted under the DIP Loan Documents, 

including any such UCC financing statement containing a generic description of collateral, such 

as “all assets,” “all property now or hereafter acquired” and other similar descriptions of like 

import, and to execute and deliver, and to record or authorize the recording of, such mortgages and 

deeds of trust in respect of real property of the Companies and such other filings in respect of 

intellectual and other property of the Companies, in each case as the DIP Lender may reasonably 

request to perfect the security interests granted under the DIP Loan Documents; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to execute and deliver any amendments, supplements, modifications, 

renewals, replacements, consolidations, substitutions, and extensions of the DIP Loan Documents, 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 19 of 34
8 

and to execute and file on behalf of the Companies all petitions, schedules, lists, and other motions, 

papers, or documents, which shall in his or her sole judgment be necessary, proper, or advisable, 

which determination shall be conclusively evidenced by such Authorized Officer’s execution or 

delivery thereof; 

FURTHER RESOLVED, that in order to use and obtain the benefits of the Cash 

Collateral, and in accordance with section 363 of the Bankruptcy Code, the Consenting Bodies 

hereby authorize the Companies to provide certain adequate protection to Gordon Brothers (the 

“Adequate Protection Obligations”), as documented in a proposed interim order (any such order, 

the “Interim DIP Order”) and a proposed final order (any such order, the “Final DIP Order,” and 

together with the Interim DIP Order, the “DIP Orders” and the orders of the CCAA Court in the 

CCAA Recognition Proceedings recognizing and giving effect to the DIP Orders in Canada, the 

“Canadian DIP Recognition Orders”) described to the Consenting Bodies and submitted for 

approval to the U.S. Bankruptcy Court (and the CCAA Court, with respect to the Canadian DIP 

Recognition Orders); 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the form, terms, 

and provisions of the DIP Orders and the Canadian DIP Recognition Orders to which the 

Companies are or will be subject, and the actions and transactions contemplated thereby and 

authorize and empower each Authorized Officer to take such actions and negotiate, or cause to be 

prepared and negotiated, and to execute, deliver, perform, and cause the performance of, the DIP 

Orders and the DIP Loan Documents (together with the DIP Orders and the Canadian DIP 

Recognition Orders, collectively, the “DIP Documents”), incur and pay or cause to be paid all 

fees and expenses and engage such persons, in each case, on substantially the terms and subject to 

the conditions described to the Consenting Bodies, with such changes, additions, and modifications 

thereto as the Authorized Officer executing the same shall approve, such approval to be 

conclusively evidenced by such Authorized Officer’s execution or delivery thereof; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize the Companies, 

as debtors and debtors in possession under the Bankruptcy Code, to incur the Adequate Protection 

Obligations and to undertake any and all related transactions on substantially the same terms as 

contemplated under the DIP Documents (collectively, the “Adequate Protection Transactions”); 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to take such actions as in their discretion is determined to be necessary, 

appropriate, or advisable and execute the Adequate Protection Transactions, including delivery of: 

(i) the DIP Documents and such agreements, certificates, instruments, guaranties, notices, and any 

and all other documents, including, without limitation, any amendments to any DIP Documents 

(collectively, the “Adequate Protection Documents”); (ii) such other instruments, certificates, 

notices, assignments, and documents as may be reasonably requested by Gordon Brothers; and 

(iii) such forms of deposit, account control agreements, officer’s certificates, and compliance 

certificates as may be required by the DIP Documents or any other Adequate Protection 

Documents; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to take all such further actions, including, without limitation, to pay or 

approve the payment of all fees and expenses payable in connection with the Adequate Protection 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 20 of 34
9 

Transactions and all fees and expenses incurred by or on behalf of the Companies in connection 

with these resolutions, in accordance with the terms of the Adequate Protection Documents, which 

shall in his or her sole judgment be necessary, appropriate, or advisable to perform any of the 

Companies obligations under or in connection with the DIP Orders or any of the other Adequate 

Protection Documents and the transactions contemplated thereby and to carry out fully the intent 

of this written consent; 

Retention of Professionals 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the Companies’ 

engagement of Vinson & Elkins L.L.P. (“V&E”) as general bankruptcy counsel to represent and 

assist the Companies in carrying out their duties under the Bankruptcy Code in the U.S. 

Bankruptcy Court, and to take any and all actions to advance the Companies’ rights and 

obligations, including filings and pleadings, and each Authorized Officer is hereby authorized and 

empowered to take such actions as may be required to so engage V&E for such purposes; and in 

connection therewith, each Authorized Officer, with power of delegation, is hereby authorized and 

empowered to execute appropriate retention agreements, pay appropriate retainers to, and cause to 

be filed an appropriate application for authority to retain the services of V&E; 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the Companies’ 

engagement of Robert W. Baird & Co. (“Baird”) as investment banker to represent and assist the 

Companies in carrying out their duties under the Bankruptcy Code in the U.S. Bankruptcy Court, 

and to take any and all actions to advance the Companies’ rights and obligations, and each 

Authorized Officer is hereby authorized and empowered to take such actions as may be required 

to so engage Baird for such purposes; and in connection therewith, each Authorized Officer, with 

power of delegation, is hereby authorized and empowered to execute appropriate retention 

agreements, pay appropriate retainers to, and cause to be filed an appropriate application for 

authority to retain the services of Baird; 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the Companies’ 

engagement of Sierra Constellation Partners LLC (“Sierra”) as financial advisors to represent and 

assist the Companies in carrying out their duties under the Bankruptcy Code in the U.S. 

Bankruptcy Court, and to take any and all actions to advance the Companies’ rights and 

obligations, and each Authorized Officer is hereby authorized and empowered to take such actions 

as may be required to so engage Sierra for such purposes; and in connection therewith, each 

Authorized Officer, with power of delegation, is hereby authorized and empowered to execute 

appropriate retention agreements, pay appropriate retainers to, and cause to be filed an appropriate 

application for authority to retain the services of Sierra; 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the Companies’ 

engagement of Stretto, Inc. (“Stretto”) as notice, claims, and solicitation agent to represent and 

assist the Companies in carrying out their duties under the Bankruptcy Code in the U.S. 

Bankruptcy Court, and to take any and all actions to advance the Companies’ rights and 

obligations, is hereby approved, and each Authorized Officer is hereby authorized and empowered 

to take such actions as may be required to so engage Stretto for such purposes; and in connection 

therewith, each Authorized Officer, with power of delegation, is hereby authorized and empowered 

to execute appropriate retention agreements, pay appropriate retainers to, and cause to be filed an 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 21 of 34
10 

appropriate application for authority to retain the services of Stretto; 

FURTHER RESOLVED, that the Consenting Bodies hereby approve the Companies’ 

engagement of Osler, Hoskin & Harcourt LLP (“Osler”) as local Canadian insolvency counsel to 

represent and assist the Companies in carrying out their duties under the CCAA in the CCAA 

Recognition Proceedings, and to take any and all actions to advance the Companies’ rights and 

obligations, including filings and pleadings, and each Authorized Officer is hereby authorized and 

empowered to take such actions as may be required to so engage Osler for such purposes; and in 

connection therewith, each Authorized Officer, with power of delegation, is hereby authorized and 

empowered to execute appropriate retention agreements, pay appropriate retainers to, and cause to 

be filed an appropriate application for authority to retain the services of Osler; 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer to employ any other professionals to assist the Companies in carrying out 

their duties under the Bankruptcy Code and the CCAA; and in connection therewith, each 

Authorized Officer, with power of delegation, is hereby authorized and empowered to execute 

appropriate retention agreements, pay appropriate retainers and fees, and to cause to be filed an 

appropriate application for authority to retain the services of any other professionals as necessary; 

General 

FURTHER RESOLVED, that the Consenting Bodies hereby authorize and empower 

each Authorized Officer, on behalf of the Companies, to certify and attest to any documents that 

he or she may deem necessary, appropriate, or convenient to consummate any transactions 

necessary to effectuate the foregoing resolutions; provided, such attestation shall not be required 

for the validity of any such documents;

FURTHER RESOLVED, that any and all actions heretofore or hereafter taken by the 

Authorized Officers, or any of them, within the foregoing resolutions, are, and each of them is, 

hereby ratified, confirmed and approved; 

FURTHER RESOLVED, that the Authorized Officers are, and each of them is, hereby 

authorized and empowered in the name and on behalf of the Companies, to execute and deliver 

such agreements, instruments and documents, and to take or cause to be taken such other actions, 

as such Authorized Officer or Authorized Officers may determine to be necessary or advisable to 

implement the purposes and intent of the foregoing resolutions; each such agreement, instrument 

and document to be in such form and to contain such terms and conditions, consistent with the 

foregoing resolutions, as such Authorized Officer or Authorized Officers executing the same may 

approve, the execution and delivery of any such agreement, instrument or document by any such 

Authorized Officer or the taking of such action to be conclusive evidence of such authorization 

and approval; 

FURTHER RESOLVED, that this consent may be executed and delivered by facsimile, 

.pdf or other electronic means, and such execution shall be considered valid, binding and effective 

for all purposes; and 

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 22 of 34
11 

FURTHER RESOLVED, that this consent may be executed and delivered in one or more 

counterparts, all of which taken together shall be considered to be one and the same written 

consent. 

[The remainder of this page is intentionally blank.]

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 23 of 34
[Signature page to Omnibus Written Consent] 

IN WITNESS WHEREOF, the undersigned have executed this written consent to be effective as 

of the date first written above. 

BOARD OF DIRECTORS OF 

KIDKRAFT, INC. 

___________________________________ 

Daniel Penn 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Jill Frizzley 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN CORP. 

 

___________________________________ 

Geoffrey Walker 

BOARD OF DIRECTORS OF 

KIDKRAFT INTERNATIONAL HOLDINGS, 

INC.

 

___________________________________ 

Geoffrey Walker 

 

DocuSign Envelope ID: 266AB38E-AFD3-4C29-8057-9AF9F34EFC32 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 24 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

SOLOWAVE INTERNATIONAL INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

KIDKRAFT GROUP HOLDINGS, LLC 

 

___________________________________ 

Daniel Penn 

___________________________________ 

Geoffrey Walker 

 

___________________________________ 

Jill Frizzley 

DocuSign Envelope ID: 266AB38E-AFD3-4C29-8057-9AF9F34EFC32 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 25 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF MANAGERS OF 

KIDKRAFT EUROPE, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF MANAGERS OF 

KIDKRAFT PARTNERS, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF MANAGERS OF 

KIDKRAFT INTERNATIONAL IP 

HOLDINGS, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN HOLDINGS LIMITED 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

 

DocuSign Envelope ID: 3558B0FC-A639-4A5B-8B82-5F4FB4A1EAB9 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 26 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

SOLOWAVE INTERNATIONAL INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

KIDKRAFT GROUP HOLDINGS, LLC 

 

___________________________________ 

Daniel Penn 

___________________________________ 

Geoffrey Walker 

 

___________________________________ 

Jill Frizzley 

DocuSign Envelope ID: 3558B0FC-A639-4A5B-8B82-5F4FB4A1EAB9 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 27 of 34
[Signature page to Omnibus Written Consent] 

SOLE MEMBER OF 

KIDKRAFT INTERMEDIATE HOLDINGS, 

LLC: 

KidKraft Group Holdings, LLC 

 

By: ___________________________________ 

Name: Geoffrey Walker 

Title: Chief Executive Officer 

GENERAL PARTNER OF 

SOLOWAVE DESIGN LP: 

Solowave Design Inc. 

 

By: ___________________________________ 

Name: Geoffrey Walker 

Title: Chief Executive Officer 

LIMITED PARTNER OF 

SOLOWAVE DESIGN LP: 

Solowave Design Holdings Limited 

By: Its Board Of Directors: 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

 

DocuSign Envelope ID: 3558B0FC-A639-4A5B-8B82-5F4FB4A1EAB9 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 28 of 34
[Signature page to Omnibus Written Consent] 

IN WITNESS WHEREOF, the undersigned have executed this written consent to be effective as 

of the date first written above. 

BOARD OF DIRECTORS OF 

KIDKRAFT, INC. 

___________________________________ 

Daniel Penn 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Jill Frizzley 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN CORP. 

 

___________________________________ 

Geoffrey Walker 

BOARD OF DIRECTORS OF 

KIDKRAFT INTERNATIONAL HOLDINGS, 

INC.

 

___________________________________ 

Geoffrey Walker 

 

DocuSign Envelope ID: 2DEF4E5D-37F9-4626-89E3-CBA04FE01649 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 29 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

SOLOWAVE INTERNATIONAL INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

KIDKRAFT GROUP HOLDINGS, LLC 

 

___________________________________ 

Daniel Penn 

___________________________________ 

Geoffrey Walker 

 

___________________________________ 

Jill Frizzley 

DocuSign Envelope ID: 2DEF4E5D-37F9-4626-89E3-CBA04FE01649 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 30 of 34
[Signature page to Omnibus Written Consent] 

IN WITNESS WHEREOF, the undersigned have executed this written consent to be effective as 

of the date first written above. 

BOARD OF DIRECTORS OF 

KIDKRAFT, INC. 

___________________________________ 

Daniel Penn 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Jill Frizzley 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN CORP. 

 

___________________________________ 

Geoffrey Walker 

BOARD OF DIRECTORS OF 

KIDKRAFT INTERNATIONAL HOLDINGS, 

INC.

 

___________________________________ 

Geoffrey Walker 

 

DocuSign Envelope ID: 984519F9-8820-46C9-BD4D-20B16EB31963 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 31 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF MANAGERS OF 

KIDKRAFT EUROPE, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF MANAGERS OF 

KIDKRAFT PARTNERS, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF MANAGERS OF 

KIDKRAFT INTERNATIONAL IP 

HOLDINGS, LLC 

___________________________________ 

Geoffrey Walker 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN HOLDINGS LIMITED 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

 

DocuSign Envelope ID: 52774854-9D05-4237-A923-4328ABB48322 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 32 of 34
[Signature page to Omnibus Written Consent] 

BOARD OF DIRECTORS OF 

SOLOWAVE DESIGN INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

SOLOWAVE INTERNATIONAL INC. 

 

___________________________________ 

Geoffrey Walker 

___________________________________ 

Johnnie Goodner 

BOARD OF DIRECTORS OF 

KIDKRAFT GROUP HOLDINGS, LLC 

 

___________________________________ 

Daniel Penn 

___________________________________ 

Geoffrey Walker 

 

___________________________________ 

Jill Frizzley 

DocuSign Envelope ID: 52774854-9D05-4237-A923-4328ABB48322 Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 33 of 34
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 

 

Official Form 202 

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit 

this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, 

and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the 

document, and the date. Bankruptcy Rules 1008 and 9011. 

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in 

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 

1519, and 3571. 

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or 

another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B) 

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) 

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) 

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) 

 Schedule H: Codebtors (Official Form 206H) 

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) 

 Amended Schedule ____

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration__________________________________________________________________________________ 

I declare under penalty of perjury that the foregoing is true and correct. 

Executed on ______________ _________________________________________________________________________

 MM / DD / YYYY Signature of individual signing on behalf of debtor

 ________________________________________________________________________ 

 Printed name

______________________________________ 

 Position or relationship to debtor

Debtor Name __________________________________________________________________ 

United States Bankruptcy Court for the: ______________________ District of __________ (State) 

Case number (If known): _________________________ 

 Fill in this information to identify the case and this filing: 

Northern Texas

Corporate Ownership Statement; List of Equity Security Holders

Geoffrey Walker

Chief Executive Officer

Solowave Design Corp.

05/10/2024 /s/Geoffrey Walker

Case 24-80051-11 Doc 1 Filed 05/10/24 Entered 05/10/24 01:07:42 Desc Main

Document Page 34 of 34