case 20-42492 doc 435 filed 09/12/21 entered 09/12/21 16

DEBTORS’ AMENDED EMERGENCY MOTION FOR ENTRY OF ORDER: (I)

CONDITIONALLY APPROVING DISCLOSURE STATEMENT; (II) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES ON PLAN; (III)

ESTABLISHING PROCEDURES FOR SUBMISSION OF TOPPING BIDS; (IV) APPROVING CERTAIN FORMS AND NOTICES; (V) SCHEDULING A COMBINED

HEARING ON FINAL APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN; AND (VI) GRANTING RELATED RELIEF

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”)

hereby submit this motion (the “Motion”)2 requesting that the Court enter an order substantially

in the form attached hereto as Exhibit A (the “Disclosure Statement Order”)3:

1 The “Debtors” in the above-captioned jointly administered chapter 11 bankruptcy cases are: Spherature

Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220.

2 Capitalized terms not otherwise defined herein shall have the meaning attributed to such term in the Plan unless otherwise indicated.

Marcus A. Helt (Texas Bar #24052187) Jack Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, Texas 75201 Tel: 214.210.2821 Fax: 972.528.5765 [email protected] [email protected] COUNSEL FOR THE DEBTORS AND DEBTORS-IN-POSSESSION

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF TEXAS

SHERMAN DIVISION

In re: SPHERATURE INVESTMENTS LLC, et al.

Debtors.1

§ § § § § § §

Chapter 11 Case No.: 20-42492 Jointly Administered

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a) Conditionally approving the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Disclosure Statement”), filed contemporaneously with the Motion;

b) Establishing procedures for the solicitation and tabulation of votes to accept or reject the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Plan”), filed contemporaneously with the Motion;

c) Establishing procedures for soliciting topping bids for the sale of substantially all of the Debtors’ assets, which sale shall occur through the Plan;

d) Scheduling a combined hearing to consider approval of the Disclosure Statement on a final basis and confirmation of the Plan, including all transactions contemplated thereunder (the “Combined Hearing”) for October 21, 2021, at 1:30 p.m. (prevailing Central Time) or such other time as is convenient for the Court;

e) Establishing voting and objection deadlines in connection with the Plan and the transactions contemplated therein;

f) Approving forms of ballot, notices, and solicitation package; g) Authorizing the Debtors to include a letter of the Committee, as in

support of the Plan; and h) Approving the Debtors’ proposed procedures for noticing,

balloting, solicitation of votes, solicitation of topping bids, voting, assumption and assignment of executory contracts and unexpired contracts.

In support of the Motion, the Debtors rely on the Declaration of Erik Toth in Support of

Voluntary Petitions and First Day Motions [Docket No. 20] (the “First Day Declaration”) and,

with respect to the Topping Bid Procedures (as defined below), the Declaration of Erik Toth in

Support of Topping Bid Procedures (the “Topping Bid Procedures Declaration,” and together

with the First Day Declaration, the “Toth Declarations”), filed contemporaneously with the

Motion. In further support of the Motion, the Debtors respectfully state the following:

3 By separate motion contemporaneously filed with this Motion, the Debtors are requesting that this Motion receive

emergency consideration.

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I. JURISDICTION AND VENUE

1. The Court has jurisdiction over the Debtors’ bankruptcy cases and this Motion

pursuant to 28 U.S.C. §§ 157 and 1334. This Motion constitutes a core proceeding pursuant to 28

U.S.C. § 157(b)(2).

2. Venue of these bankruptcy cases and this Motion are proper pursuant to 28 U.S.C.

§§ 1408 and 1409.

3. The statutory predicates for this Motion are §§ 105, 363(b), 364, 365, 1121, 1123,

1124, 1125, 1126, and 1128 of title 11 of the United States Code (the “Bankruptcy Code”), rules

2002, 3016, 3017, 3018, 3020, 4001, 6004, 6006, and 9006 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and rule 3017-1.1 of the Local Rules of Bankruptcy

Procedure of the United States Bankruptcy Court for the Eastern District of Texas (the “Local

Rules”).

II. RELEVANT BACKGROUND

A. General Background

4. On December 21, 2020 (the “Petition Date”), each Debtor commenced with this

Court a voluntary case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). Each

Debtor continues to operate its business and manage its properties as a debtor-in-possession

pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been

appointed in these Cases.

5. On January 22, 2021, the United States Trustee (the “U.S. Trustee”) appointed the

Official Committee of Unsecured Creditors in these Chapter 11 Cases [Docket Nos. 93, 116, and

205] (as reconstituted, the “Committee”).4

4 The U.S. Trustee reconstituted the Committee on February 3, 2021, and March 25, 2021. See Docket Nos. 116

and 205.


4

6. Pursuant to Local Rule 3003-1, the deadline for parties (other than governmental

units) asserting claims against the Debtors to file proofs of claim was April 21, 2021 (the

“General Bar Date”), and the deadline for governmental units to files proofs of claim was June

21, 2021 (the “Governmental Bar Date”). The General Bar Date was extended for certain

claimants through and including August 20, 2021 [Docket No. 368].

B. Cash Collateral Background

7. As of December 31, 2019, Spherature Investments LLC (f/k/a WorldVentures

Holdings, LLC) (“Spherature”), entered into that certain Amended and Restated Security

Agreement (together with any amendments, extensions, and/or modifications, the “Security

Agreement”) with Montgomery Capital Advisers, LLC, as collateral agent (“MCA” or the

“Collateral Agent”) for certain secured parties set forth in the Security Agreement (collectively,

the “Secured Parties”). In connection with same, Spherature and the Secured Parties executed

seventeen (17) separate secured promissory notes, each dated as of December 31, 2019

(collectively, and together with any amendments, extensions, and/or modifications, the “Senior

Secured Notes”).

8. The Collateral Agent asserts that the Security Agreement granted liens and

security interests in substantially all of Spherature’s assets in favor of the Secured Parties to

secure the obligations allegedly owing by Spherature under the Senior Secured Notes.

Accordingly, on December 22, 2021, the Debtors filed their Emergency Motion for Interim and

Final Orders Granting the Use of Cash Collateral and Scheduling a Final Hearing [Docket No.

18] (the “Cash Collateral Motion”). On December 30, 2021, the Court entered the First Interim

Order Authorizing Debtors’ Use of Cash Collateral and Granting Adequate Protection and

Related Relief [Docket No. 55]. On January 25, 2021, the Court entered the Second Interim


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Related Relief [Docket No. 96]. On February 19, 2021, the Court entered the Third Interim


Related Relief [Docket No. 136]. On April 16, 2021, the Court entered the Fourth Interim Order

Authorizing Debtors’ Use of Cash Collateral and Granting Adequate Protection and Related

Relief [Docket No. 241]. On June 9, 2021, the Court entered the Fifth Interim Order Authorizing

Debtors’ Use of Cash Collateral and Granting Adequate Protection and Related Relief [Docket

No. 308]. On July 9, 2021, the Court entered the Sixth Interim Order Authorizing Debtors’ Use

of Cash Collateral and Granting Adequate Protection and Related Relief [Docket No. 308]. On

July 29, 2021, the Court entered the Seventh Interim Order Authorizing Debtors’ Use of Cash

Collateral and Granting Adequate Protection and Related Relief [Docket No. 382]. On

September 8, 2021, the Court entered the Eighth Interim Order Authorizing Debtors’ Use of

Cash Collateral and Granting Adequate Protection and Related Relief [Docket No. 425]. The

Debtors’ use of cash collateral currently expires on October 11, 2021. The Collateral Agent and

the Debtors continue to negotiate an extension of this deadline.

C. Sale-Related Background

9. On June 2, 2021, and following an extensive marketing process, the Debtors filed

the Debtors’ Motion for Entry of an Order (A) Approving Binding Term Sheet, (B) Approving

Expense Reimbursement and Breakup Fee to the Purchaser and (C) Granting Certain Related

Relief [Docket No. 289].

10. On June 25, 2021, the Court entered an Order Approving Expense Reimbursement

and Breakup Fee for Term-Sheet Purchaser/Purchaser [Docket No. 329] (the “Bid Protections


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Order”), awarding the “stalking-horse” bidder certain bid protections if certain conditions were

met.

11. Following entry of the Bid Protections Order, the Debtors worked diligently with

the “stalking-horse” bidder and the Committee to negotiate the Plan. Among other things, the

Plan contemplates the sale of substantially all of the Debtors’ Assets to the “stalking-horse”

bidder for the sum of (a) Cure Costs and (b) up to $82,500,000.00 of other consideration, as

more fully set forth in the Plan.5

III. RELIEF REQUESTED

12. By this Motion, the Debtors seek the Court’s approval of various substantive and

procedural matters central to the plan-confirmation process and the Debtors’ restructuring

efforts. As a threshold matter, the Debtors seek conditional approval of the Disclosure Statement

as providing “adequate information” within the meaning of § 1125(a) of the Bankruptcy Code.

For the reasons described in this Motion, the Debtors submit that cause exists for this Court to

conditionally approve the Disclosure Statement at this time, and to approve the Disclosure

Statement on a final basis at the hearing on Plan confirmation.

13. In addition, the Debtors submit that the proposed procedures outlined in this

Motion are necessary and reasonable under the circumstances and reasonably comply with the

requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable

orders of this Court; therefore, the Debtors submit that such procedures should be approved.

14. For the convenience of the Court and parties-in-interest, below is a summary of

the key dates and deadlines proposed in this Motion. In light of the circumstances of the Chapter

5 This is intended to be a summary description of certain terms of the transactions contemplated under the Plan. If

there is an inconsistency between anything set forth in this Motion and the Plan, the Plan controls in all respects.


7

11 Cases, the Debtors submit that (a) the proposed timeline and (b) the treatment of claims and

interests are reasonable and appropriate under the circumstances:

Proposed Timetable Voting Record Date (General) September 13, 2021 Deadline for Mailing Solicitation Materials On or before September 16, 2021 Bid Deadline September 27, 2021, at 11:59 p.m. (CT) Auction (if necessary) September 29, 2021, at 10:00 a.m. (CT) Notice of Successful Bid (and Back-Up Bid, if applicable)

September 30, 2021, at 10:00 a.m. (CT)

Plan Supplement Deadline (inclusive of Initial Assumption and Assignment Notice)

September 30, 2021

Rule 3018 Motion Deadline September 30, 2021 3018 Objection Deadline October 8, 2021 Voting Deadline October 8, 2021, at 4:00 p.m. (CT) Cure Objection Deadline (Initial Notice) October 8, 2021, at 4:00 p.m. (CT) Deadline to Object to Alternative Transaction (if applicable)

October 14, 2021, at 4:00 p.m. (CT)

Deadline to Object to Proposed Transaction with Purchaser

October 14, 2021, at 4:00 p.m. (CT)

Confirmation Objection Deadline October 14, 2021, at 4:00 p.m. (CT) Voting Report Due October 18, 2021 Confirmation Brief Due October 20, 2021 Combined Hearing October 21, 2021, at 1:30 p.m. (CT) Closing Date (for Proposed Transaction with Purchaser)

October 22, 2021

Closing Date (for Alternative Transaction) November 4, 2021 15. The Plan (a) consolidates the bankruptcy estates, including for voting,

confirmation, and distributions, and treats such estates as if they were merged and (b) classifies

all Claims against and Interests in the Debtors, other than Administrative Claims, Professional

Fee Claims, and Priority Tax Claims, into the following classes:


8

Class Claims and Interests Status Voting Rights

Class 1 Allowed Priority Non-Tax Claims Unimpaired Not Entitled to Vote (Deemed to Accept)

Class 2 Secured Claim of MCA as CollateralAgent on Behalf of the Secured Parties Impaired Entitled to Vote

Class 3 Other Secured Claims Impaired Entitled to Vote

Class 4 Convenience Claims Impaired Entitled to Vote

Class 5 General Unsecured Claims Impaired Entitled to Vote

Class 6(a) and 6(b)

(a) Non-Opt-Out Sales RepresentativesCommission Claims and (b) Opt-OutSales Representatives CommissionClaims

Impaired Entitled to Vote

Class 7 Virtual Currency Claims Impaired Entitled to Vote

Class 8 Assumed Deferred Revenue LiabilityClaims Impaired Entitled to Vote

Class 9 Intercompany Claims Impaired Not Entitled to Vote (Deemed to Reject)

Class 10 Subordinated Claims Impaired Not Entitled to Vote (Deemed to Reject)

Class 11 Interests in the Debtors Impaired Not Entitled to Vote (Deemed to Reject)

16. As set forth above, only the following Holders of Allowed Claims are entitled to

vote to accept or reject the Plan (the “Voting Classes”): (a) Class 2 (MCA Claim); Class 3 (Other

Secured Claims); Class 4 (Convenience Class); (b) Class 5 (General Unsecured Claims); (c)

Class 6(a) (Non-Opt-Out Sales Representative Commission Claims); (d) Class 6(b) (Opt-Out

Sales Representatives Commission Claims); (e) Class 7 (Virtual Currency Claims); (f) Class 8

(Assumed Deferred Revenue Liability Claims), as governed by the Voting Procedures. All other

Holders of Claims are not entitled to vote on the Plan, because each such Holder holds either (a)

a Claim or Interest that is unimpaired under the Plan, (b) a Claim or Interest that does not entitle

it to receive or retain any property or Distributions under the Plan, or (c) a Claim that is disputed.


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IV. BASES FOR RELIEF REQUESTED

I. Conditional Approval of Disclosure Statement

17. Through this Motion, the Debtors request the Court’s conditional approval of the

Disclosure Statement pursuant to § 1125 of the Bankruptcy Code, Bankruptcy Rule 3017, and

Local Rule 3017-1.1, and request that the Court set a combined hearing to consider final

approval of the Disclosure Statement and confirmation of the Plan, including all transactions

contemplated therein. The Debtors respectfully submit that proceeding under Local Rule 3017-

1.1 is reasonable and appropriate, given the Debtors’ limited resources, and in this manner will

promote judicial economy and efficiency.

18. Section 1125 of the Bankruptcy Code requires that a disclosure statement contain

“adequate information” prior to a debtor’s solicitation of acceptances or rejections of a chapter

11 plan.6 “Adequate information” under § 1125(a)(1) of the Bankruptcy Code is defined as:

[I]nformation of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests7 in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan, but adequate information need not include such information about any other possible or proposed plan and in determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the

6 See 11 U.S.C. § 1125(b); see also Fed. R. Bankr. P. 3017(a)-(b).

7 Section 1125 further defines an “investor typical of holders of claims or interests of the relevant class” as an “investor having – (A) a claim or interest of the relevant class; (B) such a relationship with the debtor as the holders of other claims or interests of such class generally have; and (C) such ability to obtain such information from sources other than the disclosure required by [§ 1125] as holders of claims or interests in such class generally have.” 11 U.S.C. § 1125(a)(2).


10

benefit of additional information to creditors and other parties in interest, and the cost of providing additional information.8

19. Given the numerous factors and qualifications set forth within the above

definition, the “adequacy” of information contained in a disclosure statement is largely

dependent on the particular circumstances of the case and the nature of the plan proposed;

therefore, whether a disclosure statement contains “adequate information” is left to the discretion

of the courts.9 However, the following list of factors have been identified as relevant in

considering the adequacy of information:

a) the circumstances that gave rise to the filing of the chapter 11 petition;

b) a complete description of the available assets and their value;

c) the anticipated future of the debtors;

d) the source of information provided in the disclosure statement;

e) a disclaimer, which typically indicates that no statements or information concerning the debtor or its assets or securities are authorized, other than those set forth in the disclosure statement;

f) the condition and performance of the debtors while in chapter 11;

g) information regarding claims against the estate;

h) a liquidation analysis setting forth the estimated return that creditors would receive under chapter 7;

i) the accounting and valuation methods used to produce the financial information in the disclosure statement;

8 Id. § 1125(a)(1).

9 See In re Texas Extrusion Corp., 844 F.2d 1142, 1156-57 (5th Cir.), cert. denied, 488 U.S. 926 (1988); Mabey v. Southwestern Elec. Power Co. (In re Cajun Elec. Power Coop., Inc.), 150 F.3d 503, 518 (5th Cir. 1998); In re Fullmer, 2009 WL 2778303, *2 (Bankr. N.D. Tex. Sept. 2, 2009).


11

j) information regarding the future management of the debtor, including the amount of compensation to be paid to any insiders, directors, and/or officers of the debtor;

k) a summary of the plan;

l) an estimate of all administrative expenses, including attorneys’ fees and accountant’s fees;

m) the collectability of accounts receivable;

n) any financial information, valuations or pro forma projections that would be relevant to creditors’ determinations of whether to accept or reject the plan;

o) information relevant to the risks being taken by the creditors and interest holders;

p) the actual or projected value that can be obtained from avoidable transfers;

q) the existence, likelihood and possible success of non-bankruptcy litigation;

r) the tax consequences of the plan; and

s) the relationship of the debtor with affiliates.

In re U.S. Brass Corp., 194 B.R. 420, 424 (Bankr. E.D. Tex. 1996); In re Metrocraft Pub. Servs.,

Inc., 39 B.R. 567, 568 (Bankr. N.D. Ga. 1984). Courts have held that not all of the factors are

required to satisfy § 1125 of the Bankruptcy Code. In re U.S. Brass Corp., 194 B.R. at 425

(“Disclosure of all factors is not necessary in every case”); In re Cardinal Congregate I, 121

B.R. 760, 765 (Bankr.S.D.Ohio 1990) (adopting a list of factors to consider when evaluating

disclosure statements, but the list is only “a yardstick against which the adequacy of disclosure

may be measured”).

20. The Disclosure Statement is the product of the Debtors’ (a) review and analysis of

the circumstances leading to and occurring in the Chapter 11 Cases and (b) thorough analysis of

the Plan. In drafting the Disclosure Statement, the Debtors sought the assistance and input of


12

their advisors. Moreover, throughout the course of the Chapter 11 Cases, the Debtors have

continued to provide substantial information to various parties, including, without limitation, the

U.S. Trustee, the Committee, and the Collateral Agent.

21. The Disclosure Statement contains, or will contain prior to solicitation, the

pertinent information necessary for Holders of Allowed Claims in the Voting Classes to make an

informed decision about whether to vote to accept or reject the Plan, including, among other

things, information regarding (a) the Plan; (b) the history of the Debtors, including certain events

leading to the commencement of the Case; (c) the operation of the Debtors’ businesses and

significant events during the Chapter 11 Cases, including the Debtors’ entry into the Binding

Term Sheet; (d) the Debtors’ prepetition capital structure and indebtedness; (e) the Debtors’

corporate structure; (f) the claims asserted against the Debtors’ estates and the procedures for the

resolution of disputed, contingent, and unliquidated claims or interests; (g) the transactions

contemplated by the Plan; (h) certain risk factors to consider that may affect the Plan; (i) a

liquidation analysis and other financial information; (j) the contemplated administration of the

Debtors’ estate following confirmation of the Plan; (k) certain federal income-tax law

consequences of the Plan; (l) the classification and treatment of claims and equity interests; (m)

the provisions governing distributions under the Plan; and (n) the means for implementation of

the Plan.

22. As such, the Debtors respectfully submit that the Disclosure Statement satisfies

the requirements of § 1125 of the Bankruptcy Code and should be approved on a conditional

basis pursuant to Bankruptcy Rule 3017 and Local Rule 3017-1.1(a).


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II. Scheduling Combined Hearing

23. Pursuant to § 1128 of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018,

the Debtors further request that this Court schedule the Combined Hearing.10 Section 105 of the

Bankruptcy Code expressly authorizes a court to “issue an order . . . that . . . provides that the

hearing on approval of the disclosure statement may be combined with the hearing on

confirmation of the plan” where the court deems a combined hearing to be “appropriate to ensure

that the case is handled expeditiously and economically.” See 11 U.S.C. § 105(d)(2)(B)(vi); see

also In re Gulf Coast Oil Corp., 404 B.R. 407, 425 (Bankr. S.D. Tex. 2009) (“Section 1125(f)

authorizes combined plans and disclosure statements in small business cases and § 105(d)

authorizes the court to combine them in other cases.”); In re Global Geophysical Servs., LLC,

Case No. 16-20306 (DRJ) (Bankr. S.D. Tex. Aug. 9, 2016). Consistent with this authority, the

Debtors respectfully request that the Court agree to consolidate its approval of the Disclosure

Statement on a final basis and confirmation of the Plan at a single combined hearing and enter an

order scheduling the Combined Hearing.

24. The Debtors respectfully request that the Court schedule the Combined Hearing

for October 21, 2021, at 1:30 p.m. (prevailing Central Time). If that date is not available for the

Confirmation Hearing, the Debtors request that the Court set the Combined Hearing as soon

thereafter as is convenient to the Court.

25. The Debtors believe that such scheduling will provide them with sufficient time to

arrange for transmittal of the Solicitation Letter (as defined below) to Holders of Claims in the

Voting Classes, and to implement the Topping Bid Procedures (as defined below), while at the

same time ensuring that all necessary parties are provided adequate notice of the Combined

10 See Fed. R. Bankr. P. 3017(c) (“On or before approval of the disclosure statement, the court … may fix a date

for the hearing on confirmation”).


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Hearing and the deadline for objections to confirmation, including any transactions contemplated

therein, as discussed below.

III. Establishing Voting, Bid, and Objection Deadlines

(a) Voting Deadlines

26. In connection with the approval of a disclosure statement, Bankruptcy Rule 3017

requires the establishment of a deadline for the submission of votes on the Plan.11

27. Here, the Debtors request that the Voting Deadline be established as 4:00 p.m.

(prevailing Central Time) on October 8, 2021. The Debtors intend to begin transmitting the

Solicitation Package commencing on or before September 16, 2021 (the “Solicitation

Commencement Date”) or the date that is three (3) business days after entry of the Disclosure

Statement Order. To ensure that no dispute arises as to the date of service of completed ballots,

the Debtors further request that the Disclosure Statement Order specify that, in the absence of an

extension of the Voting Deadline by order of the Court permitting a late submission, a completed

Ballot must be actually received by Stretto, the notice, claims, and solicitation agent for the

Debtors (“Stretto” or the “Noticing and Claims Agent”) by no later than the Voting Deadline to

deem the Ballot timely and counted. Ballots should be sent by regular mail, overnight courier, or

hand delivery to:

Spherature Ballot Processing c/o Stretto

410 Exchange, Suite 100 Irvine, CA 92602

(855) 205-7196

28. In addition to accepting Ballots by regular mail, overnight courier, or hand

delivery, the Debtors seek authority to accept Ballots via electronic, online transmission through

11 See Fed. R. Bankr. P. 3017(c) (“On or before approval of the disclosure statement, the court shall fix a time

within which the holders of claims and interests may accept or reject the plan….”).


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a customized electronic Ballot (each an “E-Ballot”) by utilizing the electronic ballot platform on

Stretto’s case-designated website. Holders of Claims in the Voting Classes may cast an E-Ballot

and electronically sign and submit such E-Ballot via Stretto’s electronic ballot platform,

provided that such E-Ballots are uploaded to Stretto’s electronic ballot platform on or before the

Voting Deadline.

(b) Topping Bid Deadlines12

29. The Plan proposes to sell and transfer certain assets to a “Purchaser.” The

Purchaser means (a) Verona International Holdings, Inc. and/or one or more subsidiaries or

affiliates, as designated by Verona International Holdings, Inc. prior to the Effective Date or (b)

an entity that submits a higher and better offer for the Acquired Assets. The Debtors continue to

engage with other parties to solicit, receive, and negotiate a transaction with a party other than

Verona International Holdings, Inc. (the “Alternative Transaction”), including entering into

confidentiality agreements with potential investors and maintaining a data room for the purpose

of disseminating diligence information and finalizing another transaction, all of which is

consistent with the exercise of their fiduciary duties.

30. In the Disclosure Statement Order, the Debtors seek approval of the topping-bid

procedures attached as Exhibit B (the “Topping Bid Procedures”) under which it would solicit,

evaluate, and otherwise negotiate any Alternative Transaction, and seek approval of all related

deadlines set forth therein.

31. The Debtors submit that the proposed deadlines set forth in the Topping Bid

Procedures are appropriate under the facts and circumstances of these Chapter 11 Cases and

therefore, should be approved.

12 Capitalized terms not otherwise defined in this section shall have the meaning ascribed to them in the Topping Bid

Procedures.


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(c) Objection and Reply Deadlines

32. Pursuant to Bankruptcy Rules 2002 and 3017, creditors and equity-interest

holders must also be given at least 28 days’ notice of the deadline for the filing of objections to

confirmation of the Plan.13 The Debtors request that objections, if any, to confirmation of the

Plan, including a sale transaction (the “Sale Transaction”) and all other transactions

contemplated therein (collectively, the “Objections”) be fixed as October 14, 2021, at 4:00 p.m.

(prevailing Central Time) (the “Objection Deadline”).

33. The Debtors further request that any Objections: (a) be in writing; (b) state with

particularity the grounds (including any applicable legal authority) of objection, identifying the

specific section and/or text of the Plan to which the objection is focused; and (c) that all

objections be filed with this Court and served on (i) Debtors’ undersigned counsel, (ii) Counsel

to the Committee, Michael D. Warner, Esq., Pachulski Stang Ziehl & Jones, P.C., 10100 Santa

Monica Blvd., 13th Floor, Los Angeles, CA 90067, and (iii) the U.S. Trustee by not later than

October 14, 2021, at 4:00 p.m. (prevailing Central Time) (the “Confirmation Objection

Deadline”). The Debtors further request that the Disclosure Statement Order specify that

untimely and non-compliant Objections be summarily stricken and/or overruled by the Court.

34. If there are multiple Objections filed to the Plan or the Disclosure Statement, the

Debtors submit that the issues raised in any such Objections, and the Debtors’ responses or any

proposed resolutions to those issues, can be more efficiently and effectively considered by the

Court and parties-in-interest if the Debtors are permitted to file a single, consolidated reply to the

Objections, as necessary. The Debtors respectfully request that they be permitted to file their

reply, if any, and brief in support of the Plan by not later than October 20, 2021.

13 See Fed. R. Bankr. P. 2002(b)(2), 3017(d).


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IV. Approval of Notices and Ballots and Solicitation, Voting, Topping Bid, and Notice Procedures

(a) Forms of Ballot

35. Pursuant to § 105(a) of the Bankruptcy Code and Bankruptcy Rule 3017, the

Debtors request this Court’s approval of the forms of ballot to be utilized by Holders of Claims

in the Voting Classes. Attached for approval as Exhibits C through I are a form of ballot for

Holders of Allowed Claims in Classes 2, 3, 4, 5, 6, 7, and 8 (collectively, the “Ballots”).

36. Each respective Claimant’s voting amount(s) will be determined by the

procedures approved by the Disclosure Statement Order or by other, further order of the Court.

(b) Solicitation Procedures

37. The Debtors request approval of solicitation, notice, and voting procedures

pursuant to § 105(a) of the Bankruptcy Code and Bankruptcy Rules 2002, 3017, and 3018.

38. Bankruptcy Rule 3017 specifies the materials that must be provided to creditors

and equity interest holders in connection with a confirmation hearing and the solicitation of votes

on a plan. In relevant part, it provides:

Upon approval of a disclosure statement, – except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders – the debtor in possession, trustee, proponent of the plan, or clerk as the court orders shall mail to all creditors and equity security holders, and in a chapter 11 reorganization case shall transmit to the United States trustee,

(1) the plan or a court-approved summary of the plan; (2) the disclosure statement approved by the court; (3) notice of the time within which acceptances and

rejections of the plan may be filed; and (4) any other information as the court may direct,

including any court opinion approving the


18

disclosure statement or a court-approved summary of the opinion.

In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity security holders in accordance with Rule 2002(b), and a form of ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the plan….14

39. To comply with Bankruptcy Rule 3017, as well as Bankruptcy Rule 2002(b), and

to effectively solicit votes on the Plan in a manner that is consistent with all other pertinent

provisions of the Bankruptcy Code and Bankruptcy Rules and the requirements of due process,

the Debtors request the Court’s approval of the following solicitation materials (the “Solicitation

Package”) and voting procedures:

(a) The letter attached as Exhibit J providing pertinent deadlines and a hyperlink to website managed by the Debtors’ Court-appointed Notice and Claims Agent: (i) the Disclosure Statement Order; and (ii) the Plan (the “Solicitation Letter”);

(b) A notice setting forth, among other things, the date and

time of the hearing to consider confirmation of the Debtors’ Plan, including all transactions contemplated thereunder, along with the applicable objection deadlines (the “Combined Hearing Notice”), attached hereto as Exhibit K; and

(c) The applicable Ballot with a pre-addressed return envelope.

40. To reduce the administrative costs associated with mailing the entire Solicitation

Package (which will include the Disclosure Statement together with all exhibits and the Plan

itself) to all Holders of Claims, the Debtors request authority to effectuate the transmittal of the

Solicitation Package through electronic means by causing (a) the Solicitation Package to be

14 Fed. R. Bankr. P. 3017(d).


19

available free of charge at https://cases.stretto.com/Spherature, and (b) the Disclosure Statement,

the Plan, and the Disclosure Statement Order, and all exhibits related to the foregoing, to be

available, free of charge, under the “Plan and Solicitation” Tab at

https://cases.stretto.com/Spherature. In addition, except as to Holders of Class 6 Claims and

Class 7 Claims, who will only receive electronic copies, the Debtors shall cause paper copies of

the applicable Ballot and the Combined Hearing Notice to be served on Holders of Allowed

Claims in the Voting Classes. The Debtors respectfully submit that Holders of Class 6 Claims are

better served through electronic mail as set forth in the order approving notice to members of

Class 6 entered at Docket No. 368.

41. The Debtors are not required to mail Solicitation Packages or other solicitation

materials to (a) holders of Claims or Interests that have already been fully satisfied during these

Chapter 11 Cases or that are authorized to be paid in full in the ordinary course of business

pursuant to an order previously entered by this Court, or (b) any party to whom any prior notices

in these Chapter 11 Cases were returned subsequently returned as undeliverable.

42. Further, certain classes of Claims and Interests are not entitled to vote to accept or

reject the Plan (collectively, the “Non-Voting Classes”). Specifically, Holders of Claims in Class

1 (Allowed Priority Non-Tax Claims) are unimpaired under the Plan and, pursuant to § 1126(f)

of the Bankruptcy Code, are deemed to conclusively accept the Plan; therefore, they are not

entitled to vote on the Plan. Further, Holders of Claims in Class 9 (Intercompany Claims), Class

10 (Subordinated Unsecured Claims), and Holders of Interests in Class 11 (Interests in the

Debtors) are impaired under the Plan and are not projected to receive a Distribution on account

of such Claim or Interest under the Plan until and unless all Allowed Claims in Classes 1-8 and


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10 are paid in full or satisfied. Therefore, such Holders are deemed to have conclusively rejected

the Plan, pursuant to § 1126(g) and not entitled to vote on the Plan.

43. In lieu of transmitting a Solicitation Package to the Non-Voting Classes, the

Debtors propose to direct Holders of Claims or Interests in the Non-Voting Classes to the “Plan

and Solicitation” Tab at https://cases.stretto.com/Spherature, which shall contain the form of

Non-Voting Creditors Notice, attached as Exhibit L.

44. In addition, the Debtors propose to publish a notice (the “Publication Notice”),

substantially in the form attached as Exhibit M, of the times set forth for filing objections to

confirmation, including to the Proposed Transaction or Alternative Transaction. The Debtors

propose to cause the Publication Notice be published twice in USA Today within five (5)

business days following entry of the Initial Approval and Procedures Order.

45. The Debtors request approval of the foregoing proposed means of transmitting

solicitation materials and further request that the Debtors’ compliance with same be deemed to

constitute adequate, proper, and sufficient notice of the Combined Hearing, the Voting Deadline,

and the Confirmation Objection Deadline, and the Bid Deadline, consistent with the

requirements of Bankruptcy Rules 2002 and 3017, and that no other such notice shall be

required.15

(c) Voting Record Date

46. Bankruptcy Rule 3017(d) provides that, for the purposes of soliciting votes in

connection with confirmation of a plan, “creditors and equity security holders shall include

holders of stock, bonds, debentures, notes, and other securities of record on the date the order

approving the disclosure statement is entered or another date fixed by the court, for cause, after

15 See Fed. R. Bankr. P. 2002(b), 3017(d).


21

notice and a hearing.”16 Bankruptcy Rule 3018(a) contains a similar provision regarding

determination of the record date for voting purposes.17 The Debtors request the Court establish

the “Voting Record Date” as September 13, 2021.

(d) Procedures to Establish Voting Claim Amounts

47. Solely for the purposes of voting to accept or reject the Plan, and not for the

purpose of the allowance of, or distribution on any account of, any Claim, and without prejudice

to the rights of the Debtors in any other context, the Debtors propose that each Claim within the

Voting Classes vote in an amount determined by the following procedures:

(e) Tabulation Procedures

48. Solely for the purposes of voting to accept or reject the Plan, and not for the

purpose of the allowance of, or distribution on any account of, any Claim, and without prejudice

to the rights of the Debtors in any other context, the Debtors propose that each Claim within the

Voting Classes vote in an amount determined by following tabulation procedures (the

“Tabulation Procedures”):

i. If a Claim for which a Proof of Claim was timely filed and is liquidated and non-contingent or was listed in the Debtors’ schedules of assets and liabilities (the “Schedules”) in an amount that is liquidated, non-contingent, and undisputed, such Claim is allowed for voting in the amount set forth on the proof of Claim or, if no Proof of Claim was timely filed, the Debtors’ filed Schedules to the extent such Claim is not listed as contingent, unliquidated, undetermined or disputed.

ii. With respect to a proof of Claim which, according to the Clerk of the Court’s records, was not filed as of the Voting

16 See Fed. R. Bankr. P. 3017(d). Further, pursuant to Local Rule 3017-1.1, a debtor “may seek conditional

approval of a disclosure statement, subject to final approval after notice and a hearing, but filing a request with the Court contemporaneously with the filing of the proposed plan of reorganization[,]” which “request will not require negative notice language and will be presented to the Court for immediate consideration.”

17 See Fed. R. Bankr. P. 3018(a).


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Record Date and is not subject to the provisions of the immediately preceding paragraph, such Claim shall be provisionally disallowed for voting purposes.

iii. With respect to a liquidated, non-contingent, undisputed Claim as to which (i) a proof of Claim has been filed as of the Voting Record Date, (ii) a Claim is not listed in the Debtors’ schedules that conflicts in amount with such proof of Claim, and (iii) an objection has not been filed, the classification of such Claim shall be that specified in such proof of Claim and that proof of Claim shall be accorded one vote and assigned the value of asserted in the proof of claim for purposes of § 1126(c), subject to any applicable limitations set forth below.

iv. With respect to a proof of Claim which is the subject of an objection filed by Debtors or asserted by Debtors in the Plan, the Claim represented by such proof of Claim shall be provisionally disallowed for voting purposes, except to the extent and in the manner that (i) the Debtors indicate in their objection the extent to which such Claim should be allowed; or (ii) the Court otherwise orders.

v. If a Claim for which a Proof of Claim has been timely filed for unknown or undetermined amounts, or is wholly unliquidated or wholly contingent (as determined on the face of the Claim or after a reasonable review of the supporting documentation by the Voting Agent) and such Claim has not been allowed, such Claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, at one dollar ($1.00) unless the Claim is disputed as set forth in the immediately preceding paragraph.

vi. With respect to a Claim that has been estimated or otherwise allowed for voting purposes by order of the Court, the amount and classification of such Claim shall be that set by the Bankruptcy Court.

vii. If a Claim for which a Proof of Claim has been timely filed is partially unliquidated or partially contingent (as determined on the face of the Claim or after a reasonable review of the supporting documentation by the Voting Agent), such Claim is temporarily allowed in the amount that is liquidated and non-contingent for voting purposes only, and not for purposes of allowance or distribution.


23

viii. If a claim is deemed allowed under the Plan, an order of the Court or a stipulated agreement between the parties, such Claim will be temporarily allowed for voting purposes in the deemed allowed amount set forth therein.

ix. If a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of Claim established by the Court; or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline; such Claim shall be disallowed for voting purposes; provided that if the applicable bar date has not yet passed, such Claim shall be entitled to vote at $1.00.

x. Holders of Claims shall not be entitled to vote Claims to the extent such Claims duplicate or have been superseded by other Claims of such holders of Claims.

xi. If the holder of a Claim submits more than one Ballot voting the same Claim or Interest prior to the deadline for submission of Ballots, the first of such Ballots filed (and only such Ballot) shall be counted in accordance with the Voting Procedures unless either (i) the Debtors consent to the filing and counting of a superseding Ballot, or (ii) the Court, after notice and a hearing, orders otherwise.

xii. Proofs of Claim filed or Claims listed in the Debtors’ schedules for $0.00 or negative amounts are not entitled to vote.

xiii. The dollar amount of the Virtual Currency will be the book value of the Virtual Currency.

xiv. The authority of the signatory of each Ballot to complete and execute such Ballot shall be presumed.

xv. Any Ballot that is executed and returned, but does not indicate an acceptance or rejection of the applicable Plan, shall be deemed to be an acceptance of the Plan.

xvi. For the purpose of voting on the Plan, the Debtors will be deemed to be in constructive receipt of any Ballot timely delivered to any address designated for the receipt of Ballots cast in connection with the Plan.

xvii. Any Ballot received by the Debtors after the Voting Deadline shall not be accepted or used by the Debtors in connection with the Debtors’ request for Confirmation of


24

the Plan unless the Court orders such Ballot to be counted or the Debtors consent to the filing and counting of such Ballot.

xviii. All Ballots must be cast using the Ballots distributed to the holders of Claims. Votes cast in any manner other than by using such Ballots will not be counted.

xix. For purposes of the numerosity requirement of § 1126(c) of the Bankruptcy Code, separate Claims held by a single creditor in a particular Class shall be aggregated as if such creditor held one Claim against the Debtor(s) in such Class, and the votes related to such Claims shall be treated as a single vote to accept or reject the Plan.

xx. Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Claims within the same Voting Class shall be provided with only one Solicitation Package and one ballot for voting a single Claim in such Class, regardless of whether the Debtors, Committee, or other party in interest has objected to such duplicate Claims.

xxi. If the Debtors, Committee, or other party in interest has served an objection or request for estimation as to a Claim at least seven (7) days before the Voting Deadline, such Claim is temporarily disallowed for voting purposes only, and not for purposes of allowance or distribution, except to the extent and in the manner as may be set forth in such objection, or as ordered by the Court before the Voting Deadline.

xxii. Any Ballot that is illegible or contains insufficient information to permit the identification of the claimant will not be counted.

xxiii. Any Ballot cast by a Person or Entity that does not hold a Claim in a Class that is entitled to vote to accept or reject the Plan will not be counted.

xxiv. Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Combined Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance


25

or rejection of the Plan by such Class pursuant to §1129(a)(8).

xxv. If a Class contains Claims eligible to vote and no holder of Claims eligible to vote in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by the holders of such Claims in such Class.

xxvi. Any Ballot sent only to the Debtors or the Debtors’ professional and not the Voting Agent will not be counted.

xxvii. The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmissions. Creditor who cast a Ballot using the E-Ballot portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email, or other means of electronic transmissions will not be counted.

xxviii. Ballots that do not clearly indicate an acceptance or rejection of the Plan or that indicate both an acceptance and a rejection of the Plan, it will not be counted.

(f) Bankruptcy Rule 3018 Procedures

49. Bankruptcy Rule 3018(a) provides that if a claim has been scheduled as other than

matured, liquidated, and not disputed, then “notwithstanding objection to a claim or interest, the

court after notice and a hearing may temporarily allow the claim or interest in an amount that the

court deems proper for the purposes of accepting or rejecting a plan.18 The Debtors respectfully

request that if a creditor files a motion seeking to have its Claim temporarily allowed for voting

purposes (any such motion, a “3018 Motion”), the Court set the deadline for filing and serving

3018 Motions as September 30, 2021, and the deadline for filing objections to the 3018 Motions,

if any, as October 8, 2021.

(g) Topping Bid Procedures

50. The Bid Procedures are designed to maximize value for the estates, while

effectuating an expeditious sale of the Assets. Among other things, the “Bid Procedures” set


26

forth below for interested parties to access due diligence, the manner in which bidders and bids

become “qualified,” the receipt and negotiation of bids received, the conduct of any auction, the

selection and approval of any ultimately successful bidders, and the deadlines with respect to the

foregoing.

51. The Debtors believe the proposed Bid Procedures are fair and appropriate.

Because the Bid Procedures are attached as Exhibit B, they are not restated in their entirety in

this Motion.19 Among other things, the Bid Procedures provide the following:

a. The Debtors will solicit binding bids by Bid Deadline, which shall be September 27, 2021, at 11:59 p.m. (prevailing Central Time).

b. As a prerequisite to becoming a Qualified Bidder, any person wishing to participate in the process to bid on the Assets as provided in the Topping Bid Procedures (each such person a “Potential Bidder”), must provide the Preliminary Bid Documents, which consist of (i) an executed confidentiality agreement in form and substance acceptable to the Debtors (which can be satisfied by an already executed agreement), and (ii) evidence of the Potential Bidder’s financial wherewithal, as determined by the Debtors, to consummate the applicable Alternative Transaction based on a Qualified Bid. Once a Potential Bidder satisfies these requirements, it will be granted access to the Debtors’ Data Room to facilitate its due diligence efforts.

c. To be deemed a “Qualified Bid,” a “Qualified Bidder” must submit a Bid to Larx Advisors, Inc. (“Larx”), in writing, expressing your interest in the Assets (Attn: Erik Toth, at [email protected]) with a copy to McDermott Will & Emery LLP (Attn: Jack Haake, at [email protected] (the “Notice Parties”) by a date no later than the Bid Deadline and must:

18 See Fed. R. Bankr. P. 3018(a). 19 The summary description of the Topping Bid Procedures set forth herein is qualified in its entirety by the

Topping Bid Procedures themselves. Capitalized terms in this paragraph not otherwise defined herein shall have the meaning attributed to such term in the Topping Bid Procedures.


27

i. Identify (i) the party submitting the Bid (and any equity holders or other financial investors in such party or such Bid, in the case of a Qualified Bidder which is an entity specially formed for the purpose of effectuating the applicable contemplated Alternative Transaction) and the representatives thereof who are authorized to appear and act on its behalf for all purposes regarding the applicable contemplated Alternative Transaction, and (ii) the material terms of any such participation, including any binding agreements, arrangements, undertakings, contractual obligations, or understandings concerning a collaborative or joint bid or any other combination concerning the proposed Bid.

ii. Include a letter stating that the Qualified Bidder’s offer is irrevocable until the closing of the Alternative Transaction if such Qualified Bidder is the Successful Bidder, and that the Qualified Bidder agrees to serve as a Back-up Bidder if such bidder’s Qualified Bid is selected as the next highest or otherwise next best Bid after the applicable Successful Bid (as defined below) (the “Back-up Bid,” and the Qualified Bidder making the Back-up Bid, the “Back-up Bidder”).

iii. Identify the consideration to be paid for the Assets.

iv. Identify the Debtors’ liabilities that the Qualified Bidder seeks to assume.

v. Identify with particularity the Debtors’ Executory Contracts and Unexpired Leases that the Qualified Bidder seeks to take assignment of, and provide for the payment by the Qualified Bidder of all applicable Cure Amounts payable with respect to such Executory Contracts and Unexpired Leases under § 365 of the Bankruptcy Code.

vi. Include sufficient financial or other information (the “Adequate Assurance Information”) to establish adequate assurance of future performance with respect to any lease or contract to be assigned to the Qualified Bidder in connection with the Alternative Transaction. The Bid shall also identify a contact person (with relevant contact information) that counterparties to any Executory Contracts and Unexpired Leases can contact to obtain additional Adequate Assurance Information.


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vii. Include a clean and redlined (marked) version of the Plan, which is to be transmitted with a cover letter confirming that the same is duly authorized and deemed to be a purchase agreement providing for the purchase of the applicable Assets (the “Qualified Bidder Agreement”). The Qualified Bidder Agreement shall:

be on terms that, in the Debtors’ reasonable business judgment, are higher and/or better than the terms and conditions contained in the Plan;

include a complete set of all disclosure schedules and exhibits marked to show the specific changes to the disclosure schedules and exhibits to the Plan; and

not condition the closing of the Alternative Transaction on the receipt of any third party approvals (excluding that required by the Court, governmental, and/or regulatory approval), except as set forth in paragraph (p) below.

viii. Include sufficient financial or other information to demonstrate that the bid is not conditioned on (A) obtaining financing, (B) any internal approval, (C) the outcome or review of unperformed due diligence, or (D) regulatory contingences, except as provided under the “Regulatory Approvals and Covenants” section below.

ix. Must result in value to the estates that, in the Debtors’ reasonable business judgment, is more than the aggregate of the value of the sum of the Sale Transaction proposed in the Plan, plus $600,000: (collectively, the “Minimum Reserve Price”).

x. Include sufficient evidence of the Qualified Bidder’s ability to consummate the Alternative Transaction and payment of the purchase price in cash (or such other consideration as is deemed acceptable to the Debtors) on the date the Alternative Transaction is scheduled to close, including, without limitation:

evidence of the Qualified Bidder’s internal resources and proof of unconditional debt funding commitments from a recognized financial institution and, if applicable, equity commitments in an aggregate amount equal to the purchase price and


29

the applicable Cure Amounts and other closing payments, if any, or the posting of an irrevocable letter of credit from a recognized banking institution issued in favor of the Debtors in such amount, in each case, as are needed to close the Alternative Transaction;

contact names and telephone numbers for verification of financing sources;

current audited financial statements (or such other form of financial disclosure and credit-quality support or enhancement, acceptable to the Debtors) of the Qualified Bidder or those entities that will guarantee in full the payment obligations of the Qualified Bidder;

a description of the Qualified Bidder’s pro forma capital structure; and

any such other form of financial disclosure or credit-quality support information or enhancement reasonably requested by the Debtors demonstrating that such Qualified Bidder has the ability to close the Alternative Transaction.

xi. Is accompanied by a cash deposit by wire transfer to an escrow agent selected by the Debtors (the “Deposit Agent”) in an amount equal to 5% of the [cash] purchase price of the Bid (the “Good Faith Deposit”); provided that, the Debtors may require a higher Good Faith Deposit in their discretion, as necessary to protect the interests of their estates or to maximize value. The Good Faith Deposit must be deposited prior to the applicable Bid Deadline with the Deposit Agent. The Qualified Bidders shall provide to the Debtors information reasonably requested by the Deposit Agent to establish the deposit, including know-your-customer (KYC) information.

xii. Include sufficient information to indicate that the Qualified Bidder(s) is not entitled to any break-up fee, expense reimbursement, or similar type of payment.

xiii. Represent and warrant that the Qualified Bidder has not engaged in any collusion with respect to the submission of its Bid or its participation in the Auction;


30

xiv. Include a letter acknowledging and representing that the Qualified Bidder:

has had an opportunity to conduct, and has completed, any and all due diligence regarding the applicable Assets deemed necessary by the Qualified Bidder before making its bid;

has relied solely on its own independent review, investigation and/or inspection of any documents and the Assets in making its Bid; and

did not rely on any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection therewith, except as expressly stated in the Topping Bid Procedures and in the representations and warranties contained in the Qualified Bidder Agreement submitted as part of the Qualified Bid (as it may be modified before acceptance and execution by the Debtors) and disclaims reliance on any such written or oral statements, representations, promises, warranties, or guaranties.

xv. Include sufficient evidence of authorization and approval from the Qualified Bidder’s board of directors (or comparable governing body) with respect to the submission, execution, delivery and closing of the Qualified Bidder Agreement; provided that, if the Qualified Bidder is an entity specially formed for the purpose of effecting the Alternative Transaction, then the Qualified Bidder must furnish sufficient evidence reasonably acceptable to the Debtors of the approval of the submission of the bid and consummation of the Alternative Transaction by equity holder(s) of such Qualified Bidder.

xvi. Identify each regulatory and third-party approval required for the Qualified Bidder to consummate the applicable Alternative Transaction, if any, and the time period within which the Qualified Bidder expects to receive such regulatory and third-party approvals (and in the case that receipt of any such regulatory or third-party approval is expected to take more than thirty (30) days following the execution and delivery of the Qualified Bidder Agreement,


31

those actions the Qualified Bidder will take to ensure receipt of such approvals as promptly as possible).

xvii. State that the Qualified Bidder consents to the jurisdiction of the Court and to the entry of a final judgment or order with respect to the Qualified Bidder’s offer, as well as with respect to any aspect of the Topping Bid Procedures and all orders of the Court entered with respect to the applicable Sale Transaction, if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties.

d. The Debtors shall determine whether a competing bid that meets the above requirements constitutes a Qualified Bid. The Debtors shall notify bidders whether their bids have been determined to be Qualified Bids promptly following the applicable Bid Deadline.

e. The Purchaser is deemed to be a Qualified Bidder and the Plan shall constitute a Qualified Bid for all purposes.

f. The Debtors reserve the right (a) at any time to require any Potential Bidder previously determined to be a Qualified Bidder to provide additional evidence of its ability to consummate a Sale Transaction based on a Qualified Bid in order to remain a Qualified Bidder, and (b) to exclude any such Potential Bidder from participating further in an Auction as a result of its inability to satisfy any requirements to remain a Qualified Bidder.

g. Bids submitted on or prior to the Bid Deadline are binding, irrevocable, and capable of acceptance until the closing of the applicable Auction, or, in the case of any Successful Bid or Back-up Bid, after the applicable Auction, as set forth in the Topping Bid Procedures.

h. After consultation with Committee, the Debtors shall determine, in their reasonable judgment, which of the Qualified Bids is the highest and/or best bid for the Assets (the “Initial Highest Bid”).

i. Bidding shall commence at the amount and terms of the Initial Highest Bid, with the next bids to exceed the Initial Highest Bid by increments in the amount of not less than a value of $50,000 (the “Initial Minimum Overbid Increment”). Any overbids in excess of the Initial Minimum Overbid shall be in increments of not less than a value of $25,000 (the


32

“Subsequent Minimum Overbid Increment,” and together with the Initial Minimum Overbid Increments, the “Minimum Overbid Increments”). The value of any terms or non-cash consideration in excess of the applicable Minimum Reserve Price shall be determined by the Debtors, in their reasonable business judgment.

j. At the conclusion of the Auction, the Debtors will announce the highest and/or best Qualified Bid (the “Successful Bid”) submitted by a Qualified Bidder (the “Successful Bidder”) and the next highest and/or best Qualified Bid (the “Back-Up Bid”) submitted by a Qualified Bidder (the “Back-Up Bidder”). The Debtors will seek approval of the Successful Bid at the Combined Hearing. If for any reason the Successful Bidder fails to timely consummate the purchase of the Assets, the Debtors may seek to consummate a sale based on the Back-Up Bid without further approval by the Court. The Back-Up Bid and the obligation of the Back-Up Bidder to consummate the purchase of the Assets, shall remain open and in full force, including with respect to the Alternative Bidder’s Deposit, until the close of a sale of the Assets to the Successful Bidder or the Back-Up Bidder.

52. The Debtors submit that the Topping Bid Procedures are appropriately designed

to solicit and evaluate competitive bids for an Alternative Transaction for the Debtors’ Assets

and should be approved.

(h) Committee Support Letter

53. The Debtors also are moving for authority for the Committee to provide a letter to

the Debtors, to be disseminated by the Debtors as part of the Solicitation Package, addressed to

interested parties in support of the Plan, with the issuance of such a letter and the content thereof,

in the sole and exclusive discretion of the Committee. The Debtors believe that a grant of such

authority to provide a letter in support of the Plan should be approved.

(i) Assumption and Assignment Procedures

54. In connection with the Proposed Transaction, or any Alternative Transaction, the

Debtors seek through this Motion approval of certain notice and procedures related to the


33

Debtors’ proposed assumption and assignment to the Purchaser through the Proposed

Transaction, or another purchaser through an Alternative Transaction, of the applicable

Executory Contracts and Unexpired Leases (collectively, the “Assigned Contracts and Leases”).

55. With respect to same, the Debtors propose that on or before September 30, 2021

(the “Initial Assumption and Assignment Deadline”), the Debtors shall file with the Court as part

of the Plan Supplement, post on Stretto’s case-designated website at

https://cases.stretto.com/Spherature, and serve by electronic mail on each counterparty to the

Assigned Contracts and Leases, an Initial Assumption and Assignment Notice, in substantially

the form attached as Exhibit N. The Initial Assumption and Assignment Notice shall contain the

amounts the Debtors have determined based on their books and records are the amounts, if any,

required to be cured before the applicable Assigned Contract or Assigned Lease may be assumed

and assigned under § 365 of the Bankruptcy Code (collectively, “Cure Amounts”).

56. Objections to the Cure Amounts set forth in the Initial Assumption and

Assignment Notice must be filed, served, and actually received by the Debtors by October 8,

2021, at 4:00 p.m. (prevailing Central Time) (the “Cure Objection Deadline”); provided,

however, that the Debtors may serve a supplemental notice, in a form similar to the Initial

Assumption and Assignment Notice, of the Debtors intent to assume and assign an Executory

Contract or Unexpired Lease at any time prior to the Plan Effective Date, and the applicable

counterparty shall have seven (7) calendar days following the date of service of such

supplemental notice to file its objection. Any counterparty to an Executory Contract or

Unexpired Lease that fails to object timely to the proposed assumption and assignment or cure

amount will be deemed to have assented to such assumption.


34

57. The Debtors request that the Court authorize, but not require, the form of notice to

parties with rejected contracts, attached as Exhibit O.

V. CONCLUSION

58. The Debtors submit that the relief requested herein is warranted, appropriate and

in the best interests of the Debtors’ estates, creditors, and parties in interest. Accordingly, the

Debtors request entry of the proposed form of Initial Approval and Procedures Order, attached as

Exhibit A.

WHEREFORE, the Debtors respectfully requests that the Court (a) enter the Disclosure

Statement Order substantially in the form attached, thereby (i) approving the Disclosure

Statement, (ii) scheduling the Combined Hearing, (iii) setting the Voting Deadline, (iv) setting

the Confirmation Objection Deadline, (v) approving the Ballots for use in soliciting votes on the

Plan, (vi) approving the form of the Solicitation Package, (vii) approving the Voting Procedures,

(viii) approve the Topping Bid Procedures, and (ix) approving the form and manner of notice to

be provided to creditors and equity interest holders of the foregoing, consistent with the

requirements of Bankruptcy Rules 2002 and 3017, (b) provide the Debtors such other and

further relief as the Court deems justified.


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Dated: September 12, 2021 Respectfully Submitted,

/s/ Marcus A. Helt

Marcus A. Helt (Texas Bar #24052187) Jack G. Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, Texas 75201 Tel: 214.210.2821 Fax: 972.528.5765 [email protected] [email protected] COUNSEL FOR THE DEBTORS AND DEBTORS-IN-POSSESSION


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CERTIFICATE OF SERVICE

I hereby certify that on September 12, 2021, I caused a true and correct copy of the foregoing document to be served electronically by the Electronic Case Filing System for the United States Bankruptcy Court for the Eastern District of Texas on all parties registered to receive CM/ECF notice in these Chapter 11 Cases.

/s/ Marcus A. Helt Marcus A. Helt

DM_US 182146853-3.114823.0011


EXHIBIT A

Case 20-42492 Doc 435-1 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitA Page 1 of 13

EXHIBIT A – Proposed Order Page 1

ORDER: (I) CONDITIONALLY APPROVING DISCLOSURE STATEMENT;

(II) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES ON PLAN; (III) ESTABLISHING PROCEDURES FOR SUBMISSION

OF TOPPING BIDS; (IV) APPROVING CERTAIN FORMS AND NOTICES; (V) SCHEDULING A COMBINED HEARING ON FINAL APPROVAL OF

DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN; AND (VI) GRANTING RELATED RELIEF

This matter coming before the Court on the Debtors’ Amended Motion for Entry of an

Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for

Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of

Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing

on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related

Relief [Docket No. ●] (the “Motion”)2 filed by the above-captioned debtors and debtors-in-

possession (collectively, the “Debtors”), for an order pursuant to §§ 105, 363(b), 364, 365, 1121,

1123, 1124, 1125, 1126, and 1128 of title 11 of the United States Code (the “Bankruptcy Code”),

Rules 2002, 3016, 3017, 3018, 3020, 4001, 6004, 6006, and 9006 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 3017-1.1 of Local Bankruptcy Rules of

1 The “Debtors” in the above-captioned jointly administered chapter 11 bankruptcy cases are: Spherature

Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. The above-captioned Debtors’ mailing address is 5100 Tennyson Pkwy, Plano, TX 75024.


SHERMAN DIVISION


Debtors.1

§ § § § § § §



2

the United States Bankruptcy Court for the Eastern District of Texas (the “Local Rules”) and the

Procedures for Complex Chapter 11 Cases in the Texas Bankruptcy Courts (effective as of

October 17, 2005, the “Complex Chapter 11 Procedures”), the Court having (i) reviewed the

Motion and the Toth Declarations, (ii) entered the Order Approving Expense Reimbursement and

Breakup Fee for Term-Sheet Plan Sponsor/Purchaser [Docket No. 329], and (iii) considered all

matters brought to the Court’s attention at a hearing before the Court, if held; the Debtors request

entry of an order:

a) Conditionally approving the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Disclosure Statement”);

b) Establishing procedures for the solicitation and tabulation of votes to accept or reject the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Plan”);

c) Establishing procedures for soliciting topping bids for the sale of substantially all of the Debtors’ assets, which sale shall occur through the Plan;

d) Scheduling a combined hearing to consider approval of the Disclosure Statement on a final basis and confirmation of the Plan, including all transactions contemplated thereunder (the “Combined Hearing”);

e) Establishing voting and objection deadlines in connection with the Plan and the transactions contemplated therein;

f) Approving forms of ballot and notices, and the Solicitation Package; and g) Approving the Debtors’ proposed procedures for noticing, balloting, solicitation

of votes, solicitation of topping bids, voting, assumption and assignment of executory contracts and unexpired contracts;

all as more fully set forth in the Motion, and the Court having determined that the legal and

factual bases set forth in the Motion establish just cause for the relief granted herein; the Court

finding that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334,

(ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), (iii) venue is proper before this

2 Capitalized terms not otherwise defined herein shall have the meaning attributed to such term in the Motion unless

otherwise indicated.


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Court pursuant to 28 U.S.C. §§ 1408 and 1409; (iv) notice of the Motion and the hearing, if any,

were adequate under the circumstances, (v) the solicitation procedures and Tabulation

Procedures provide for a fair and equitable voting process and are consistent with § 1126 of the

Bankruptcy Code, (vi) the Topping Bid Procedures are designed to fair and reasonable, and are

designed to solicit and evaluate competitive bids for the Debtors’ Assets; (vii) the assumption

and assignment procedures are fair and reasonable and designed to provide proper notice to all

parties; (viii) the deadlines, time periods, forms and manner of notices, and ballots proposed in

the Motion and attached thereto as Exhibits A through O are acceptable and adequate, and

comply with the Bankruptcy Rules or the Local Rules, as applicable, and (ix) that the legal and

factual bases set forth in the Motion establish just cause for the relief granted herein;

IT IS THEREFORE ORDERED, AND NOTICE IS HEREBY GIVEN, THAT:

1. The Motion is GRANTED to the extent provided herein:

Conditional Approval of the Disclosure Statement and Setting of the Combined Hearing

a) The Disclosure Statement is CONDITIONALLY APPROVED as having adequate information, without prejudice to any party-in-interests’ objection to the Disclosure Statement at the Confirmation Hearing.

b) The Combined Hearing is set on October 21, 2021 at 1:30 p.m. (prevailing Central Time).

c) The Debtors are hereby authorized to make technical, conforming, and other non-material changes to the Disclosure Statement prior to its transmittal to holders of Claims without the necessity of any further order of this Court.

Contents and Distribution of the Solicitation Package d) The form and contents of the Solicitation Package are APPROVED in all

respects. e) The manner of service for the Solicitation Package, as set forth in the

Motion and below, is APPROVED in all respects. i. The Debtors are authorized to effectuate the transmittal of the Solicitation

Package through electronic means by causing (a) the Solicitation Package to be available free of charge at https://cases.stretto.com/Spherature, and (b) the Disclosure Statement, the Plan, this Order, and all exhibits related


4

to the foregoing, to be available, free of charge, under the “Plan and Solicitation” Tab at https://cases.stretto.com/Spherature.

ii. The Debtors are not required to mail the Solicitation Packages or other solicitation materials to (i) Holders of Claims or Interests that have already been fully satisfied during these Chapter 11 Cases or that are authorized to be paid in full in the ordinary course of business pursuant to an order previously entered by this Court, or (ii) any party to whom any prior notice in these Chapter 11 Cases was subsequently returned as undeliverable.

iii. In lieu of transmitting a Solicitation Package to the Non-Voting Classes, the Debtors shall direct Holders of Claims or Interests in the Non-Voting Classes to the “Plan and Solicitation” Tab at https://cases.stretto.com/Spherature, which shall contain the form of Non-Voting Creditors Notice, attached to the Motion as Exhibit L.

iv. Debtors shall publish a Publication Notice, substantially in the form attached hereto as Exhibit M, listing the times set forth for filing objections to confirmation, including to the Proposed Transaction or any Alternative Transaction. The Debtors shall cause the Publication Notice be published once in USA Today within five (5) business days following entry of this Order.

f) The Debtors are hereby authorized to make technical, conforming, and other non-material changes to the Solicitation Package and related solicitation materials prior to transmittal to holders of Claims without the necessity of any further order of this Court.

g) The Debtors shall commence transmitting the Solicitation Packages on or before September 16, 2021.

Voting Deadline and Manner of Voting h) The Voting Deadline is set as October 8, 2021 at 4:00 p.m. (prevailing

Central Time). i) Subject to any extension of the Voting Deadline by order of the Court

permitting a late submission, a completed Ballot, including an E-Ballot, must be actually received by Stretto, the notice, claims, and solicitation agent for the Debtors, by no later than the Voting Deadline to deem the Ballot timely and counted.

j) Holders of Claims in the Voting Classes who choose to submit Ballots by regular mail, overnight courier, or hand delivery shall use the following address:



(855) 205-7196


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k) The Debtors are authorized to accept Ballots via electronic, online transmission through a customized electronic Ballot (each an “E-Ballot”) by utilizing the balloting portal at https://balloting.stretto.com/ that is located on Stretto’s case-designated website https://cases.stretto.com/Spherature. Holders of Claims in the Voting Classes may cast an E-Ballot and electronically sign and submit such E-Ballot instantly via Stretto’s electronic ballot portal, provided that such E-Ballots are submitted to Stretto’s electronic ballot portal on or before the Voting Deadline.

Disclosure Statement and Plan Objection Deadline and Guidelines and Reply Deadline l) The deadline to object to the Disclosure Statement and Plan, including the

Sale Transaction and all other transactions contemplated therein (collectively, the “Objections”), is set as October 14, 2021 at 4:00 p.m. (prevailing Central Time) (the “Objection Deadline”).

m) All Objections shall: (a) be in writing; (b) state with particularity the grounds (including any applicable legal authority) of objection, identifying the specific section and/or text of the Plan to which the objection is focused; and (c) be filed with this Court and served on Debtors’ counsel, the Committee, and the U.S. Trustee by not later than the Objection Deadline.

n) All Objections that are untimely and non-compliant with this Order shall be summarily stricken and/or overruled by the Court.

o) The Debtors are permitted to file their (i) reply to any and all Objections, including a consolidated reply in their sole discretion, and (ii) a brief in support of the Disclosure Statement and Plan, including the Sale Transaction and all other transactions contemplated therein, no later than October 20, 2021.

Form Ballots p) The following form ballots, attached to the Motion, are APPROVED:

i. Exhibits C, D, E, F, G, H, and I: form of ballot for Holders of Allowed Claims in Classes 2, 3, 4, 5, 6, 7, and 8 (collectively, the “Ballots”).

q) Each respective Claimant’s voting amount(s) will be determined by the procedures set forth in this Order or by other, further order of the Court.

Voting Record Date r) The Voting Record Date is established as September 13, 2021.

Tabulation Procedures s) The following procedures (collectively the “Tabulation Procedures”) are

hereby APPROVED and shall apply to the determination and tabulation of votes on the Plan:

i. If a Claim for which a Proof of Claim was timely filed and is liquidated and non-contingent or was listed in the Debtors’ schedules of assets and liabilities (the “Schedules”) in an amount


6

that is liquidated, non-contingent, and undisputed, such Claim is allowed for voting in the amount set forth on the proof of Claim or, if no Proof of Claim was timely filed, the Debtors’ filed Schedules to the extent such Claim is not listed as contingent, unliquidated, undetermined or disputed.

ii. With respect to a proof of Claim which, according to the Clerk of the Court’s records, was not filed as of the Voting Record Date and is not subject to the provisions of the immediately preceding paragraph, such Claim shall be provisionally disallowed for voting purposes.

iii. With respect to a liquidated, non-contingent, undisputed Claim as to which (i) a proof of Claim has been filed as of the Voting Record Date, (ii) a Claim is not listed in the Debtors’ schedules that conflicts in amount with such proof of Claim, and (iii) an objection has not been filed, the classification of such Claim shall be that specified in such proof of Claim and that proof of Claim shall be accorded one vote and assigned the value of asserted in the proof of claim for purposes of § 1126(c), subject to any applicable limitations set forth below.

iv. With respect to a proof of Claim which is the subject of an objection filed by Debtors or asserted by Debtors in the Plan, the Claim represented by such proof of Claim shall be provisionally disallowed for voting purposes, except to the extent and in the manner that (i) the Debtors indicate in their objection the extent to which such Claim should be allowed; or (ii) the Court otherwise orders.

v. If a Claim for which a Proof of Claim has been timely filed for unknown or undetermined amounts, or is wholly unliquidated or wholly contingent (as determined on the face of the Claim or after a reasonable review of the supporting documentation by the Voting Agent) and such Claim has not been allowed, such Claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, at one dollar ($1.00) unless the Claim is disputed as set forth in the immediately preceding paragraph.

vi. With respect to a Claim that has been estimated or otherwise allowed for voting purposes by order of the Court, the amount and classification of such Claim shall be that set by the Bankruptcy Court.

vii. If a Claim for which a Proof of Claim has been timely filed is partially unliquidated or partially contingent (as determined on the face of the Claim or after a reasonable review of the supporting


7

documentation by the Voting Agent), such Claim is temporarily allowed in the amount that is liquidated and non-contingent for voting purposes only, and not for purposes of allowance or distribution.

viii. If a claim is deemed allowed under the Plan, an order of the Court or a stipulated agreement between the parties, such Claim will be temporarily allowed for voting purposes in the deemed allowed amount set forth therein.

ix. If a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of Claim established by the Court; or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline; such Claim shall be disallowed for voting purposes; provided that if the applicable bar date has not yet passed, such Claim shall be entitled to vote at $1.00.

x. Holders of Claims shall not be entitled to vote Claims to the extent such Claims duplicate or have been superseded by other Claims of such holders of Claims.

xi. If the holder of a Claim submits more than one Ballot voting the same Claim or Interest prior to the deadline for submission of Ballots, the first of such Ballots filed (and only such Ballot) shall be counted in accordance with the Voting Procedures unless either (i) the Debtors consent to the filing and counting of a superseding Ballot, or (ii) the Court, after notice and a hearing, orders otherwise.

xii. Proofs of Claim filed or Claims listed in the Debtors’ schedules for $0.00 or negative amounts are not entitled to vote.

xiii. The dollar amount of the Virtual Currency will be the book value of the Virtual Currency.

xiv. The authority of the signatory of each Ballot to complete and execute such Ballot shall be presumed.

xv. Any Ballot which is executed and returned, but does not indicate an acceptance or rejection of the applicable Plan or indicates both acceptance and rejection of the plan shall be deemed to be an acceptance of the Plan.

xvi. For the purpose of voting on the Plan, the Debtors will be deemed to be in constructive receipt of any Ballot timely delivered to any address designated for the receipt of Ballots cast in connection with the Plan.


8

xvii. Any Ballot received by the Debtors after the Voting Deadline shall not be accepted or used by the Debtors in connection with the Debtors’ request for Confirmation of the Plan unless the Court orders such Ballot to be counted or the Debtors consent to the filing and counting of such Ballot.

xviii. All Ballots must be cast using the Ballots distributed to the holders of Claims. Votes cast in any manner other than by using such Ballots will not be counted.

xix. For purposes of the numerosity requirement of § 1126(c) of the Bankruptcy Code, separate Claims held by a single creditor in a particular Class shall be aggregated as if such creditor held one Claim against the Debtor(s) in such Class, and the votes related to such Claims shall be treated as a single vote to accept or reject the Plan.

xx. Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Claims within the same Voting Class shall be provided with only one Solicitation Package and one ballot for voting a single Claim in such Class, regardless of whether the Debtors, Committee, or other party in interest has objected to such duplicate Claims.

xxi. If the Debtors, Committee, or other party in interest has served an objection or request for estimation as to a Claim at least seven (7) days before the Voting Deadline, such Claim is temporarily disallowed for voting purposes only, and not for purposes of allowance or distribution, except to the extent and in the manner as may be set forth in such objection, or as ordered by the Court before the Voting Deadline.

xxii. Any Ballot that is illegible or contains insufficient information to permit the identification of the claimant will not be counted.

xxiii. Any Ballot cast by a Person or Entity that does not hold a Claim in a Class that is entitled to vote to accept or reject the Plan will not be counted.

xxiv. Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to §1129(a)(8).


9

xxv. If a Class contains Claims eligible to vote and no holder of Claims eligible to vote in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by the holders of such Claims in such Class.

xxvi. Any Ballot sent only to the Debtors or the Debtors’ professional and not the Voting Agent will not be counted.

xxvii. The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmissions. Creditor who cast a Ballot using the E-Ballot portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email, or other means of electronic transmissions will not be counted.

Bankruptcy Rule 3018 Procedures t) The following procedures (collectively the “Bankruptcy Rule 3018

Procedures”) are hereby APPROVED: i. The deadline for filing and serving 3018 Motions is September 30, 2021.

ii. The deadline for filing objections to the 3018 Motions, if any, is October 8, 2021.

Topping Bid Procedures u) The Topping Bid Procedures, as set forth in full on Exhibit B attached to

the Motion, are hereby APPROVED and are fully incorporated herein as if set forth in full.

Re-Solicitation Request v) The Committee may seek an expedited hearing to request that the Court

require re-solicitation of the Disclosure Statement identifying the Purchaser in the event that a Purchaser other than Verona International Holdings, Inc., and/or one or more subsidiaries or affiliates, as designated by Verona International Holdings, Inc., and as contemplated in the Plan, is the successful bidder.

Assumption and Assignment Procedures w) The following assumption and assignment procedures (the “Assumption

and Assignment Procedures”) are hereby APPROVED: i. The Initial Assumption and Assignment Deadline shall be September 30,

2021. By this date, the Debtors shall (a) file with the Court, as part of the Plan Supplement, (b) post on Stretto’s case-designated website at https://cases.stretto.com/Spherature, and (c) serve by electronic mail on each counterparty to the Assigned Contracts and Leases, an Initial Assumption and Assignment Notice, in substantially the form attached to the Motion as Exhibit N.


10

ii. The Initial Assumption and Assignment Notice shall contain the amounts the Debtors have determined based on their books and records are the amounts, if any, required to be cured before the applicable Assigned Contract or Assigned Lease may be assumed and assigned under § 365 of the Bankruptcy Code (collectively, “Cure Amounts”).

iii. Objections to the Cure Amounts set forth in the Initial Assumption and Assignment Notice must be filed, served, and actually received by the Debtors by October 8, 2021 at 4:00 p.m. (prevailing Central Time) (the “Cure Objection Deadline”); provided, however, that the Debtors may serve a supplemental notice, in a form similar to the Initial Assumption and Assignment Notice, of the Debtors intent to assume and assign an Executory Contract or Unexpired Lease at any time prior to the Plan Effective Date, and the applicable counterparty shall have seven (7) days following the date of service of such supplemental notice to file its objection. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption and assignment or cure amount will be deemed to have assented to such assumption.

iv. The form of notice to rejected contracts attached to the Motion as Exhibit O is approved.

Summary of Deadlines x) The following dates and deadlines are hereby APPROVED; provided,

however, unless otherwise indicated in the Plan or Disclosure Statement, the Debtors may extend such deadlines in their discretion.

Proposed Timetable Voting Record Date (General) September 13, 2021 Deadline for Mailing Solicitation Materials On or before September 16, 2021 Bid Deadline September 27, 2021, at 11:59 p.m. (CT) Auction (if necessary) September 29, 2021, at 10:00 a.m. (CT) Notice of Successful Bid (and Back-Up Bid, if applicable)

September 30, 2021, at 10:00 a.m. (CT)

Plan Supplement Deadline (inclusive of Initial Assumption and Assignment Notice)

September 30, 2021

Rule 3018 Motion Deadline September 30, 2021 3018 Objection Deadline October 8, 2021 Voting Deadline October 8, 2021, at 4:00 p.m. (CT) Cure Objection Deadline (Initial Notice) October 8, 2021, at 4:00 p.m. (CT) Deadline to Object to Alternative Transaction (if applicable)

October 14, 2021, at 4:00 p.m. (CT)

Deadline to Object to Proposed Transaction with Purchaser

October 14, 2021, at 4:00 p.m. (CT)

Confirmation Objection Deadline October 14, 2021, at 4:00 p.m. (CT) Voting Report Due October 18, 2021 Confirmation Brief Due October 20, 2021 Combined Hearing October 21, 2021, at 1:30 p.m. (CT)


11

Closing Date (for Proposed Transaction with Purchaser)

October 22, 2021

Closing Date (for Alternative Transaction) November 4, 2021

Miscellaneous

2. Nothing in the Motion or this Order shall be deemed or construed as (i) an

admission as to the validity, priority, or extent of any claim or lien against the Debtors; (ii) a

waiver of the Debtors’ or any party-in-interest’s rights to dispute a claim; (iii) an approval or

assumption of any agreement under § 365 of the Bankruptcy Code; or (iv) or an admission as to

the executory nature of any contracts, or the enforceability of any leases against the Debtors,

under § 365 of the Bankruptcy Code.

3. The Debtors are authorized to take (or refrain from taking) any action and, as

necessary or appropriate, to implement the terms of, and the relief granted in, this Order without

seeking further Order of this Court.

4. The Debtors are authorized to include a letter of the Committee in support of the

Plan in the Solicitation Package; provided, however, that the issuance of such a letter and the

content thereof, shall be the sole and exclusive discretion of the Committee

5. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

6. Notice of the Motion satisfies the requirements of Bankruptcy Rule 6004(a).

7. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.


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8. The Court shall retain exclusive jurisdiction to hear and determine all matters

arising from or related to the implementation, interpretation, or enforcement of this Order.

IT IS SO ORDERED.

Date: ______________

__________________________________ United States Bankruptcy Judge

###END OF ORDER###

Submitted and Prepared by:

/s/ Marcus A. Helt Marcus A. Helt (Texas Bar #24052187) Jack Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, Texas 75201 Tel: 214.210.2821 Fax: 972.528.5765 Email: [email protected] Email: [email protected] COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION

DM_US 182146863-2.114823.0011


EXHIBIT B

Case 20-42492 Doc 435-2 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitB Page 1 of 12

1 DM_US 181030238-4.114823.0011

TOPPING BID PROCEDURES

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) each filed a petition under title 11 of the United States Code (the “Bankruptcy Code”) on December 21, 2020 (the “Petition Date”). Contemporaneously therewith, the Debtors commenced a marketing process with respect to the sale of substantially all of their assets (collectively, the “Assets”), pursuant to section 363 of the Bankruptcy Code or through a chapter 11 plan, consistent with section 1123 of the Bankruptcy Code.

On June 25, 2021, the Court2 entered an Order Approving Expense Reimbursement and Breakup Fee for Term-Sheet Plan Sponsor/Purchaser [Docket No. 329] (the “Bid Protection Order”), through which the Court approved certain bid protections totaling $500,000 (the “Bid Protections”) for Verona International Holdings, Inc. and/or one or more subsidiaries or affiliates, as designated by Verona International Holdings as a stalking horse bidder (the “Purchaser”). The Purchaser also entered into a binding term sheet (the “Binding Term Sheet”) which set forth certain conditions under which the Debtors as Sellers (as defined therein) and the Purchaser would pursue the transactions and processes set forth in the Binding Term Sheet (the “Proposed Transaction”), including the solicitation and negotiation of an alternative transaction (an “Alternative Transaction,” and together with the Proposed Transaction, a “Sale Transaction”). The Debtors have incorporated the terms of the Proposed Transaction into the Plan that it is contemporaneously filing with the Court.

Accordingly, these topping bid procedures (the “Topping Bid Procedures”) set forth the processes by which the Debtors will solicit bids for an Alternative Transaction for the sale of the Debtors’ Assets.

The key dates for the sale of the Assets are as follows. The Debtors may extend any of the deadlines in these Topping Bid Procedures.

1 The “Debtors” in the above-captioned jointly administered chapter 11 bankruptcy cases are: Spherature Investments

LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220.

2 Capitalized terms not otherwise defined herein shall have the meaning attributed to such term in the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (the “Plan”).


SHERMAN DIVISION


Debtors.1

§ § § § § § §



2 DM_US 181030238-4.114823.0011

Milestone Date Bid Deadline September 27, 2021, at 11:59 p.m. (CT) Initial Assumption and Assignment Notice Deadline

September 30, 2021

Cure Objection Deadline October 8, 2021, at 4:00 p.m. (CT) Auction (if necessary) September 29, 2021, at 10:00 a.m. (CT) Notice of Successful Bid and Back-Up Bid September 30, 2021, at 10:00 a.m. (CT) Deadline to Object to Alternative Transaction (if applicable)

October 14, 2021, at 4:00 p.m. (CT)

Combined Hearing October 21, 2021, at 1:30 p.m. (CT) Closing Date (Proposed Transaction) October 22, 2021 Closing Date (Alternative Transaction) November 4, 2021

Any interested bidder should contact, as soon as practicable, Larx Advisors, Inc. (“Larx”), in writing, expressing your interest in the Assets (Attn: Erik Toth, at [email protected]) with a copy to McDermott Will & Emery LLP (Attn: Jack Haake, at [email protected] (together, the “Notice Parties”).

Participation Requirements. To receive due diligence information, including access to the Debtors’ electronic data room (the “Data Room”) and to additional non-public information regarding the Debtors, a potential bidder (each such person, a “Potential Bidder”), must become a “Qualified Bidder.” As a prerequisite to becoming a Qualified Bidder, a Potential Bidder, must provide the following (collectively, the “Preliminary Bid Documents”):

a. deliver an executed confidentiality agreement in form and substance acceptable to the Debtors, in consultation with the Committee, (a “Confidentiality Agreement”); and

b. demonstrate an ability and the financial wherewithal, as determined by the Debtors, in consultation with the Committee, to consummate the proposed Alternative Transaction based on a Qualified Bid (as defined below).

Due Diligence.

Promptly after a Potential Bidder delivers the Preliminary Bid Documents to the Notice Parties, the Debtors, in consultation with the Committee, will assess the adequacy of the evidence of such Potential Bidder’s financial capacity and notify the Potential Bidder whether it has submitted acceptable Preliminary Bid Documents such that such Potential Bidder has been deemed a Qualified Bidder and can therefore gain access to the Debtors’ Data Room and additional non-public information regarding the Debtors. The Debtors will provide an editable version of the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (the “Plan”).

The Debtors will provide to each Qualified Bidder reasonable due diligence information, as requested by such Qualified Bidder in writing, as soon as reasonably practicable after such request, and the Debtors shall post all written due diligence provided to any Qualified Bidder to the Data Room. For all Qualified Bidders, the due diligence period will end on the Bid Deadline, and subsequent to the expiration of the due diligence period, the Debtors shall have no obligation to furnish any due diligence information.

The Debtors shall not furnish any confidential information relating to the Assets, the Debtors, or the bidding and sale process to any person except to a Qualified Bidder or to such Qualified Bidder’s duly


3 DM_US 181030238-4.114823.0011

authorized representative to the extent expressly permitted by the applicable Confidentiality Agreement. The Debtors and their advisors shall coordinate all reasonable requests from Qualified Bidders for additional information and due diligence access; provided that the Debtors may decline to provide such information to Qualified Bidders who, at such time and in the Debtors’ reasonable business judgment, have not established, or who have raised concerns, that such Qualified Bidder intends in good faith to, or has the capacity to, consummate the applicable Alternative Transaction.

The Debtors also reserve the right to withhold any diligence materials that the Debtors determine are sensitive and the Debtors shall notify the Qualified Bidder(s) requesting such materials of such determination. Neither the Debtors nor their representatives shall be obligated to furnish information of any kind whatsoever to any person that is not determined to be a Qualified Bidder in accordance with these Topping Bid Procedures.

Bid Deadline. A Potential Bidder that desires to make a proposal, solicitation, or offer (each, a “Bid”), shall transmit such Bid via email to the Notice Parties so as to be actually received by them on or before September 27, 2021 at 11:59 p.m. (prevailing Central Time) (the “Bid Deadline”).

Bid Requirements/Determination of Qualified Bid Status. To be deemed a “Qualified Bid,” a “Qualified Bidder” must submit a Bid to the Notice Parties by a date no later than the Bid Deadline and must:

a. Identification of Qualified Bidder. Identify (i) the party submitting the Bid (and any equity holders or other financial investors in such party or such Bid, in the case of a Qualified Bidder which is an entity specially formed for the purpose of effectuating the applicable contemplated Alternative Transaction) and the representatives thereof who are authorized to appear and act on its behalf for all purposes regarding the applicable contemplated Alternative Transaction, and (ii) the material terms of any such participation, including any binding agreements, arrangements, undertakings, contractual obligations, or understandings concerning a collaborative or joint bid or any other combination concerning the proposed Bid.

b. Irrevocability of Bid. Include a letter stating that the Qualified Bidder’s offer is irrevocable until the closing of the Alternative Transaction if such Qualified Bidder is the Successful Bidder, and that the Qualified Bidder agrees to serve as a Back-up Bidder if such bidder’s Qualified Bid is selected as the next highest or otherwise next best Bid after the applicable Successful Bid (as defined below) (the “Back-up Bid,” and the Qualified Bidder making the Back-up Bid, the “Back-up Bidder”).

c. Consideration. Identify the consideration to be paid for the Assets.

d. Assumed Liabilities. Identify the Debtors’ liabilities that the Qualified Bidder seeks to assume.

e. Identification of Executory Contracts and Unexpired Leases and other Contracts. (i) Identify with particularity the Debtors’ Executory Contracts and Unexpired Leases that the Qualified Bidder seeks to take assignment of, and (ii) provide for the payment by the Qualified Bidder of all applicable Cure Amounts payable with respect to such Executory Contracts and Unexpired Leases under section 365 of the Bankruptcy Code.


4 DM_US 181030238-4.114823.0011

f. Adequate Assurance Information. Include sufficient financial or other information (the “Adequate Assurance Information”) to establish adequate assurance of future performance with respect to any lease or contract to be assigned to the Qualified Bidder in connection with the Alternative Transaction. The Bid shall also identify a contact person (with relevant contact information) that counterparties to any Executory Contracts and Unexpired Leases can contact to obtain additional Adequate Assurance Information.

g. Purchase Agreement. Include a clean and redlined (marked) version of the Plan, which is to be transmitted with a cover letter confirming that the same is duly authorized and deemed to be a purchase agreement providing for the purchase of the applicable Assets (the “Qualified Bidder Agreement”). The Qualified Bidder Agreement shall:

i. be on terms that, in the Debtors’ reasonable business judgment are higher and/or better than the terms and conditions contained in the Plan;

ii. include a complete set of all disclosure schedules and exhibits marked to show the specific changes to the disclosure schedules and exhibits to the Plan; and

iii. not condition the closing of the Alternative Transaction on the receipt of any third party approvals (excluding that required by the Court, governmental, and/or regulatory approval), except as set forth in paragraph (p) below.

h. Limited Contingencies. Include sufficient financial or other information to demonstrate that the bid is not conditioned on (A) obtaining financing, (B) any internal approval, (C) the outcome or review of unperformed due diligence, or (D) regulatory contingences, except as provided under the “Regulatory Approvals and Covenants” section below.

i. Minimum Reserve Price/Value to the Estate in Excess of the Plan. Must result in value to the estates that, in the Debtors’ reasonable business judgment, is more than the aggregate of the value of the sum of the Sale Transaction proposed in the Plan, plus $600,000: (collectively, the “Minimum Reserve Price”).

j. Evidence of Financial Ability. Include sufficient evidence of the Qualified Bidder’s ability to consummate the Alternative Transaction and payment of the purchase price in cash (or such other consideration as is deemed acceptable to the Debtors) on the date the Alternative Transaction is scheduled to close, including, without limitation:

i. evidence of the Qualified Bidder’s internal resources and proof of unconditional debt funding commitments from a recognized financial institution and, if applicable, equity commitments in an aggregate amount equal to the purchase price and the applicable Cure Amounts and other closing payments, if any, or the posting of an irrevocable letter of credit from a recognized banking institution issued in favor of the Debtors in such amount, in each case, as are needed to close the Alternative Transaction;


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ii. contact names and telephone numbers for verification of financing sources;

iii. current audited financial statements (or such other form of financial disclosure and credit-quality support or enhancement, acceptable to the Debtors) of the Qualified Bidder or those entities that will guarantee in full the payment obligations of the Qualified Bidder;

iv. a description of the Qualified Bidder’s pro forma capital structure; and

v. any such other form of financial disclosure or credit-quality support information or enhancement reasonably requested by the Debtors demonstrating that such Qualified Bidder has the ability to close the Alternative Transaction.

k. Deposit. Is accompanied by a cash deposit by wire transfer to an escrow agent selected by the Debtors (the “Deposit Agent”) in an amount equal to 5% of the [cash] purchase price of the Bid (the “Good Faith Deposit”); provided that, the Debtors may require a higher Good Faith Deposit in their discretion, as necessary to protect the interests of their estates or to maximize value. The Good Faith Deposit must be deposited prior to the applicable Bid Deadline with the Deposit Agent. The Qualified Bidders shall provide to the Debtors information reasonably requested by the Deposit Agent to establish the deposit, including know-your-customer (KYC) information.

l. No Break-Up Fee. Include sufficient information to indicate that the Qualified Bidder(s) is not entitled to any break-up fee, expense reimbursement, or similar type of payment.

m. No Collusion. Represent and warrant that the Qualified Bidder has not engaged in any collusion with respect to the submission of its Bid or its participation in the “Auction” as described more fully below;

n. Due Diligence. Include a letter acknowledging and representing that the Qualified Bidder:

i. has had an opportunity to conduct, and has completed, any and all due diligence regarding the applicable Assets deemed necessary by the Qualified Bidder before making its bid;

ii. has relied solely on its own independent review, investigation and/or inspection of any documents and the Assets in making its Bid; and

iii. did not rely on any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection therewith, except as expressly stated in these Topping Bid Procedures and in the representations and warranties contained in the Qualified Bidder Agreement submitted as part of the Qualified Bid (as it may be modified before acceptance and


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execution by the Debtors) and disclaims reliance on any such written or oral statements, representations, promises, warranties, or guaranties.

o. Corporate Authority. Include sufficient evidence of authorization and approval from the Qualified Bidder’s board of directors (or comparable governing body) with respect to the submission, execution, delivery and closing of the Qualified Bidder Agreement; provided that, if the Qualified Bidder is an entity specially formed for the purpose of effecting the Alternative Transaction, then the Qualified Bidder must furnish sufficient evidence reasonably acceptable to the Debtors of the approval of the submission of the bid and consummation of the Alternative Transaction by equity holder(s) of such Qualified Bidder.

p. Regulatory Approvals and Covenants. Identify each regulatory and third-party approval required for the Qualified Bidder to consummate the applicable Alternative Transaction, if any, and the time period within which the Qualified Bidder expects to receive such regulatory and third-party approvals (and in the case that receipt of any such regulatory or third-party approval is expected to take more than thirty (30) days following the execution and delivery of the Qualified Bidder Agreement, those actions the Qualified Bidder will take to ensure receipt of such approvals as promptly as possible).

q. Consent to Jurisdiction and Authority to Enter Final Orders. State that the Qualified Bidder consents to the jurisdiction of the Court and to the entry of a final judgment or order with respect to the Qualified Bidder’s offer, as well as with respect to any aspect of these Topping Bid Procedures and all orders of the Court entered with respect to the applicable Sale Transaction, if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties.

The Debtors, in consultation with the Committee, shall determine whether a competing bid that meets the above requirements constitutes a Qualified Bid. The Debtors shall notify bidders whether their bids have been determined to be Qualified Bids promptly following the applicable Bid Deadline.

The Purchaser is deemed to be a Qualified Bidder and the Plan shall constitute a Qualified Bid for all purposes.

The Debtors, in consultation with the Committee, reserve the right, (a) at any time to require any Potential Bidder previously determined to be a Qualified Bidder to provide additional evidence of its ability to consummate a Sale Transaction based on a Qualified Bid in order to remain a Qualified Bidder, and (b) to exclude any such Potential Bidder from participating further in an Auction as a result of its inability to satisfy any requirements to remain a Qualified Bidder.

The Debtors shall notify the Purchaser and other Qualified Bidders that have submitted Qualified Bids if one or more Qualified Bids are received.

The Debtors, in consultation with the Committee, and without the need for further Court approval, may extend the Bid Deadline by a reasonable period of time once or successively if the Debtors believe that such extension would further the goal of attaining the highest or otherwise best offer for the Debtors’ Assets. The Debtors shall promptly notify all Potential Bidders of any such extension.


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Bids submitted on or prior to the Bid Deadline are binding, irrevocable, and capable of acceptance until the closing of the applicable Auction, or, in the case of any Successful Bid or Back-up Bid, after the applicable Auction, as set forth in these Topping Bid Procedures.

Communications with Qualified Bidders. Notwithstanding anything to the contrary in these Topping Bid Procedures, all direct communications between and amongst Qualified Bidders shall involve the Debtors and the Debtors’ advisors. No Qualified Bidder shall communicate with any other Qualified Bidder absent prior written consent from the Debtors.

Evaluation of Qualified Bids. After consultation with the Committee, the Debtors shall determine, in their reasonable judgment, which of the Qualified Bids is the highest and/or best bid for the Assets (the “Initial Highest Bid”). Prior to the Auction, the Debtors will provide to the Auction Participants (as defined below) a copy of the Initial Highest Bid. To allow the Auction Participants to evaluate the Initial Highest Bid, the Debtors shall use commercially reasonable efforts to disclose the value that, in their business judgment, they place on the Initial Highest Bid. The Debtors shall also use commercially reasonable efforts to disclose to each Auction Participant the value that, in their business judgment, they place on such Auction Participant’s Qualified Bid.

Non-Conforming Bids. The Debtors, in consultation with the Committee, shall make a determination regarding whether a Bid constitutes a Qualified Bid. The Debtors, in consultation with the Committee, shall have the right to deem a Bid a Qualified Bid even if such Bid does not conform to one or more of the requirements above. If the Debtors receive a Bid prior to the Bid Deadline that is not a Qualified Bid, the Debtors, in consultation with the Committee, may provide the bidder with the opportunity to remedy any deficiencies following the Bid Deadline but not later than one Business Day prior to the Auction. If any Bid is determined by the Debtors, in consultation with the Committee, not to be a Qualified Bid, and the applicable bidder fails to remedy such bid in accordance with these Topping Bid Procedures, the Debtors shall promptly instruct the Deposit Agent to return such bidder’s Good Faith Deposit.

No Qualified Bids. If no Qualified Bids for an Alternative Transaction are submitted by the Bid

Deadline, or if the Purchaser’s Qualified Bid is determined to be the Initial Highest Bid and there are no other viable Qualified Bids, the Debtors, in consultation with the Committee, shall not hold an Auction.

Highest and/or Best Bid. Whenever these Topping Bid Procedures refer to the highest and/or best bid or value, such determination shall take into account any factors the Debtors, in consultation with the Committee, reasonably deem relevant to the value of such Bid to the Debtors’ estates and may include, but are not limited to, the following:

a. the amount in excess of the Minimum Reserve Price and nature of the consideration, including any obligations to be assumed;

b. the Executory Contracts and Unexpired Leases of the Debtors, if any, for which assumption and assignment or rejection is required, and the costs and delay associated with any litigation concerning Executory Contracts and Unexpired Leases necessitated by such bid;

c. the number of separate transactions that would be required to consummate the Sale Transaction and the attendant costs and risks;

d. the number, type and nature of any changes to the Plan, as applicable, requested by each Qualified Bidder;


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e. the extent to which such modifications are likely to delay closing of the sale of the Assets and the cost to the Debtors of such modifications or delay;

f. the likelihood of the Qualified Bidder being able to close the Sale Transaction (including (i) assessment of financing commitment letters, and (ii) obtaining any required regulatory or other approvals) and the timing thereof;

g. the net benefit to the Debtors’ estates;

h. proposed treatment of management and any employees; and

i. the impact on the Debtors’ operational infrastructure.

Auction Procedures. Any Auction (the “Auction”) shall be governed by the following procedures:

a. In the event that the Debtors timely receive one or more Qualified Bids (other than and in addition to the Qualified Bid of the Purchaser) that the Debtors determine to be the Initial Highest Bid, the Debtors in consultation with the Committee, shall conduct an Auction with respect to such Qualified Bids; provided, however, that the Debtors shall be under no obligation to conduct an Auction if the Qualified Bid of the Purchaser is determined to be the Initial Highest Bid and there are no other viable Qualified Bids.

b. The Debtors shall maintain a written transcript of any Auction and of all bids made and announced at an Auction, including all overbids.

c. Auction Date/Time. An Auction, if required, will be conducted on September 29, 2021 starting at 10:00 a.m. (prevailing Central Time) at the offices of McDermott Will & Emery LLP, 2501 North Harwood Street, Suite 1900, Dallas, Texas 75201 or as determined by the Debtors.

d. Only Qualified Bidders may participate in the Auction. The Auction will be conducted openly. All Qualified Bidders, or their authorized representatives with authority to bind the Qualified Bidder, must be present (physically, virtually, telephonically, or otherwise) at the Auction.

e. Each Auction Participant shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the applicable Sale Transaction.

f. At the commencement of the Auction, the Debtors shall formally announce the Initial Highest Bid.

g. Bidding shall commence at the amount and terms of the Initial Highest Bid, with the next bids to exceed the Initial Highest Bid by increments in the amount of not less than $50,000 (the “Initial Minimum Overbid Increment”). Any overbids in excess of the Initial Minimum Overbid shall be in increments of not less than $25,000 (the “Subsequent Minimum Overbid Increment,” and together with the Initial Minimum Overbid Increments, the “Minimum Overbid Increments”). The value of any terms or non-cash consideration in excess of the applicable Minimum Reserve Price shall be determined by the Debtors, in consultation with the Committee, in their reasonable business judgment.


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h. The Purchaser shall be entitled to submit successive Qualified Bids as overbids at the Auction and, in calculating the amount of the Purchaser’s overbid, the Purchaser shall be entitled to a credit for the Bid Protections. For example, if at an Auction, a subsequent Qualified Bid submitted by the Purchaser is the Successful Bid (over another Qualified Bid that was submitted), then the purchase price that must be paid by the Purchaser pursuant to such Successful Bid (as defined above) shall be reduced by the amount of the Bid Protections.

i. The Auction Participants shall have the right to submit successive Qualified Bids as overbids and make additional modifications to the transaction contemplated in the Plan or Qualified Bidder Agreement, as applicable, at the Auction; provided, however, that any such modifications, on an aggregate basis and viewed in whole, shall be not less favorable to the Debtors’ estates, as determined by the Debtors, in consultation with the Committee, than the terms of the highest and/or best Qualified Bid at that time.

j. At the Debtors’ discretion, in consultation with the Committee, the Debtors can change or alter the bidding order, the amount of the Minimum Overbid Amounts, or any subsequent overbid amount(s), and allow or disallow Qualified Bidders to pass in any given round and otherwise conduct the Auction in a way that they believe will maximize value. All bidding for the Assets will be concluded at the Auction and there will be no further bidding at the Combined Hearing.

Selection of the Successful Bid. At the conclusion of the Auction, the Debtors, in consultation with the Committee, will announce the highest and/or best Qualified Bid (the “Successful Bid”) submitted by a Qualified Bidder (the “Successful Bidder”) and the next highest and/or best Qualified Bid (the “Back-Up Bid”) submitted by a Qualified Bidder (the “Back-Up Bidder”). The Debtors, in consultation with the Committee, will seek approval of the Successful Bid at the Combined Hearing. If for any reason the Successful Bidder fails to timely consummate the purchase of the Assets, the Debtors, in consultation with the Committee, may seek to consummate a sale based on the Back-Up Bid without further approval by the Court. The Back-Up Bid and the obligation of the Back-Up Bidder to consummate the purchase of the Assets, shall remain open and in full force, including with respect to the Alternative Bidder’s Deposit, until the close of a sale of the Assets to the Successful Bidder or the Back-Up Bidder.

Hearing to Approve Sale. The Debtors, will present the Sale Transaction for approval in conjunction with Plan confirmation at the Combined Hearing.

Deadline to Object to Sale. Objections to the Proposed Transaction must be filed with the Court not later than 4:00 p.m. (prevailing Central Time) on October 14, 2021. Objections to an Alternative Transaction must be filed with the Court not later than 4:00 p.m. (prevailing Central Time) on October 14, 2021.

Return of Good Faith Deposit(s). Except as provided herein, the Good Faith Deposit of all Qualified Bidders held by the Deposit Agent (other than the Successful Bidder and the Back-up Bidder) shall be returned, without interest, to each such Qualified Bidder not selected by the Debtors as the Successful Bidder no later than ten (10) days following the Auction, subject to the terms of the escrow agreement pursuant to which such Good Faith Deposit is held.

a. The Good Faith Deposit of the Successful Bidder will be distributed pursuant to and in accordance with (i) the Plan or a Qualified Bidder Agreement, as applicable, and (ii) the escrow agreement pursuant to which such Good Faith Deposit is held.


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b. Notwithstanding the foregoing, and subject to the terms of a Qualified Bidder Agreement of the Back-up Bidder, the Good Faith Deposit of such Back-up Bidder shall be returned, without interest, no later than five (5) days after the closing of the Sale Transaction with the Successful Bidder.

Failure to Consummate Sale. If an Auction is conducted, the party with the next highest and/or best Qualified Bid to the Successful Bid (as determined by the Debtors in the exercise of their business judgment) at such Auction shall serve as a Back-up Bidder and such bid shall be open and irrevocable until 5:00 p.m. (prevailing Central Time) on the date which is the closing of the Sale Transaction with the Successful Bidder, subject to the above.

a. Following the Combined Hearing, if a Successful Bidder fails to consummate an approved Sale Transaction, the Back-up Bidder will be deemed to be the new Successful Bidder, and the Debtors, will be authorized to consummate the Sale Transaction with the Back-up Bidder without further order of the Court and such last Qualified Bid of such Back-up Bidder shall thereupon be deemed the Successful Bid.

b. The Good Faith Deposit of a Qualified Bidder will be forfeited to the Debtors if the Qualified Bidder is selected as the Successful Bidder and fails to enter into the required definitive documentation or to consummate the Sale Transaction in accordance with these Topping Bid Procedures and the terms of the transaction documents with respect to the Successful Bid. The Deposit Agent shall release the Good Faith Deposit by wire transfer of immediately available funds to an account designated by the Debtors two (2) business days after the receipt by the Deposit Agent of a written notice by an authorized officer of the Debtors stating that the Qualified Bidder has breached or failed to satisfy its obligations or undertakings. The Debtors expressly reserves all rights to seek all additional available damages from the defaulting Successful Bidder.

c. If any Auction Participant fails to consummate the Sale Transaction because of a breach or failure to perform on the part of such Auction Participant, the process described in this section may continue as determined by the Debtors, in consultation with the Committee, until an Auction Participant consummates the Sale Transaction.

As Is, Where Is. The sale of the Assets shall be on an “as is, where is” basis and without representations or warranties of any kind, nature or description by the Debtors, the Committee, their agents or their estates, except as provided in any agreement with respect to the Sale Transaction approved by the Court.

Free and Clear of Any and All Claims and Interests. Except as otherwise provided in the Plan or a Qualified Bidder Agreement, all of the Debtors’ right, title, and interest in and to the Assets subject thereto shall be sold free and clear of all liens, claims, and interests (collectively, the “Encumbrances”) to the maximum extent permitted by section 363 of the Bankruptcy Code (other than permitted liens and assumed liabilities), with such Encumbrances to attach to the net proceeds of the sale of the Assets with the same validity and priority as such Encumbrances applied against the Assets.

Reservation of Rights by the Debtors. The Debtors, in consultation with the Committee, reserve the right, in their discretion and subject to the exercise of their business judgment, to modify or terminate these Topping Bid Procedures, to waive terms and conditions set forth herein, to extend any of the deadlines


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or other dates set forth herein, to adjourn the Auction to terminate discussions with any and all prospective purchasers at any time and without specifying the reasons therefor, in each case without further notice but in each case to the extent not materially inconsistent with these Topping Bid Procedures or the Initial Approval and Procedures Order; provided that these Topping Bid Procedures may not be modified without the consent of the Purchaser (such consent not to be unreasonably withheld) and provided that nothing herein shall authorize the Debtors, in consultation with the Committee, to unilaterally extend any date or deadlines set forth in the Plan or otherwise extend or enlarge the obligations of the Purchaser thereunder. Nothing in these Topping Bid Procedures shall require the Debtors, in consultation with the Committee, to take any action, or to refrain from taking any action, with respect to these Topping Bid Procedures, to the extent that the Debtors, in consultation with the Committee, determine, or based on the advice of counsel, that taking such action, or refraining from taking such action, as applicable, is required to comply with applicable law or their fiduciary duties under applicable law.


EXHIBIT C

Case 20-42492 Doc 435-3 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitC Page 1 of 9

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SHERMAN DIVISION


Debtors.1

§ § § § § §


BALLOT TO ACCEPT OR REJECT THE CHAPTER 11 PLAN FOR SPHERATURE INVESTMENTS LLC AND ITS DEBTOR AFFILIATES

CLASS 2: MCA CLAIM

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) are soliciting votes with respect to the Second Amended Joint Chapter 11 Plan of Liquidation for Spherature Investments LLC and its Debtor Affiliates, dated September 12, 2021 (as may be amended, modified, and/or supplemented, the “Plan”) [Docket No. ●], submitted by the Debtors and described in the related disclosure statement (the “Disclosure Statement”) [Docket No. [●]], conditionally approved by order of the United States Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) entered on September [●], 2021 [Docket No. [●]] (the “Interim Approval and Procedures Order”). The Disclosure Statement2 provides information to assist you in deciding how to vote your Ballot. Copies of the Plan and Disclosure Statement may be obtained by: (i) visiting the website maintained by the Claims and Noticing Agent at https://cases.stretto.com/Spherature; (ii) contacting the Claims and Noticing Agent at Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196; [email protected]; or (iii) visiting the Bankruptcy Court’s website, www.txeb.uscourts.gov, for a fee. A PACER login 1 The “Debtors” in the above-captioned jointly-administered chapter 11 bankruptcy cases (“Cases”) are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. 2 All capitalized terms used but not defined herein or in the enclosed voting instructions have the meanings ascribed to them in the Plan, attached as Exhibit A to the Disclosure Statement.

PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR COMPLETING BALLOTS CAREFULLY BEFORE COMPLETING THIS BALLOT.

FOR YOUR VOTE TO BE COUNTED, THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED SO AS TO BE ACTUALLY RECEIVED BY THE

VOTING AGENT BY OCTOBER 8, 2021, AT 4:00 P.M., PREVAILING CENTRAL TIME (THE “VOTING DEADLINE”) IN ACCORDANCE WITH THIS BALLOT.


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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 2 MCA Claim, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 2 MCA Claim under the Plan. All claims included in the MCA Claim against the Debtors have been placed in Class 2 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:



If you prefer to vote online, Ballots will be accepted if properly completed through the E-Ballot portal maintained by the Voting Agent. To submit your Ballot via the Voting Agent’s E-Ballot portal, visit https://balloting.stretto.com/. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot:

Unique E-Ballot ID#:__________________________________________________

The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Creditors who cast a Ballot using the E-Ballot


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portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. If your Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Deadline is not extended by the Debtors, your vote will not be counted. IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN. Your receipt of this Ballot does not signify that your Claim(s) has been or will be allowed or that you will receive a distribution under the Plan. The Debtors reserve all rights to dispute such Claim(s).

HOW TO VOTE (AS MORE FULLY SET FORTH IN THE VOTING INSTRUCTIONS):

1. Complete Items 1 and 2.

2. Review the information, certifications and acknowledgements contained in Items 3 and 4.

3. SIGN THE BALLOT.

4. Return the original signed Ballot in the enclosed pre-addressed, postage-paid envelope, by first-class mail, hand delivery, courier, or submit your Ballot through the online E-Ballot portal maintained by the Voting Agent so that it is actually received by the Voting Agent before the Voting Deadline.

5. You must vote the full amount of the Claim covered by this Ballot either to accept or to reject the Plan. You may not split your vote. Any executed Ballot that partially accepts and partially rejects the Plan will not be counted.

6. Any executed Ballot received that (a) does not indicate either an acceptance or rejection of the Plan or (b) indicates both an acceptance and a rejection of the Plan will not be counted.

7. Any Ballot received that is unsigned, illegible, or otherwise incomplete will not be counted.


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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 2 MCA CLAIM

1. This Ballot is transmitted to you to solicit your vote to accept or reject the Plan. PLEASE READ THE DISCLOSURE STATEMENT AND PLAN CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan can be confirmed by the Court and thereby made binding upon you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of Claims or Interests in at least one class of creditors that votes on the Plan and if the Plan otherwise satisfies the requirements for confirmation provided by section 1129(a) of the Bankruptcy Code. Please review the Disclosure Statement and Plan for more information.

3. Complete, sign, and return this Ballot to the Voting Agent so that it is actually received by the Voting Agent before October 8, 2021 at 4:00 p.m. (prevailing Central Time), the Voting Deadline, unless such time is extended in writing by the Debtors.

4. To properly complete this Ballot, you must follow the procedures described below:

a. if you hold a MCA Claim in Class 2, cast one vote to accept or reject the Plan by checking the appropriate box in Item 1;

b. if you are completing this Ballot on behalf of another person or entity, indicate your relationship with such person or entity and the capacity in which you are signing and submit satisfactory evidence of your authority to so act (e.g. a power of attorney or a certified copy of board resolutions authorizing you to so act);

c. if you also hold other Claims, you may receive more than one Ballot, each labeled for a different Class of Claims, and you should separately complete and submit a Ballot for each Class of Claims in which you hold Claims. Your vote will be counted in determining acceptance or rejection of the Plan by each particular Class of Claims only if you complete, sign, and return the Ballot labeled for that Class of Claims in accordance with the instructions on such Ballot;

d. if you believe that you have received the wrong Ballot, please contact the Voting Agent immediately;

e. provide your name and mailing address on your Ballot;

f. sign and date your Ballot, and provide the remaining information requested; and

g. return your Ballot using the methods described above.


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IF YOU RECEIVED A DAMAGED BALLOT, LOST YOUR BALLOT OR HAVE ANY QUESTIONS CONCERNING THE DISCLOSURE STATEMENT AND PLAN OR

PROCEDURES FOR VOTING ON THE PLAN, PLEASE CONTACT THE VOTING AGENT BY EMAIL AT [email protected], OR BY PHONE

AT 855-205-7196 (TOLL FREE) OR (949) 537-2232 (INTERNATIONAL).

PLEASE READ THE VOTING INFORMATION AND INSTRUCTIONS, ABOVE, BEFORE COMPLETING THIS BALLOT.

Item 1. Class Vote. The undersigned, the Holder of a Class 2 MCA Claim against a Debtor, hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.

Voting Amount of Claim:3 $ ___________________

Item 2. Important Information Regarding the Release. If you vote to accept the Plan, you shall be deemed to have consented to the releases described in this Item 2 below. If (i) you do not vote either to accept or reject the Plan, or (ii) if you vote to reject the plan, and you do not check the box below, you shall be deemed to have consented to the release provision described in this Item 2 below and be bound by it.

Regardless of whether you elect to opt out of the release provisions in the Plan, your recovery under the Plan remains unaffected.

The Holder of the Class 2 MCA Claim set forth in Item 1 elects to (optional):

The undersigned has (i) elected not to vote on the Plan or (ii) vote to reject the Plan, and elects to Opt Out of the below release (note that opting out of the release will result in you not being included in the definition of “Released Party” under the Plan).

Article IX of the Plan contains the following release provision:

AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH HOLDER OF A CLAIM AND HOLDER OF AN INTEREST IS DEEMED TO HAVE

3 For voting purposes only, subject to tabulation rules.


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RELEASED AND DISCHARGED EACH DEBTOR AND EACH RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, THE PLAN, PLAN SUPPLEMENT, THE SALE TRANSACTION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, OR THE PLAN, THE SALE TRANSACTION, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND THE IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED ACTUAL FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE BALLOT WILL CONTAIN AN OPT-OUT PROVISION, AND ANY HOLDER OF A CLAIM OR INTEREST THAT DESIGNATES ITSELF AS OPTING-OUT SHALL NOT BE A RELEASING PARTY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR

ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (1) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (2) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, THE RELEASE, DISCHARGE, INJUNCTION, EXCULPATION, AND OTHER PROVISIONS WITH SIMILAR EFFECT IN THE PLAN SHALL EXCLUDE (AND NOTHING HEREIN SHALL RELEASE, WAIVE OR DISCHARGE): (A) ANY CLAIM, CAUSE OF ACTION AND/OR OBLIGATION OF THE DEBTORS ARISING UNDER THE BINDING TERM SHEET, OR (B) ANY DOCUMENT, AGREEMENT, OR TRANSACTION ENTERED INTO PURSUANT THERETO, INCLUDING THIS PLAN, THE SALE TRANSACTION, THE PURCHASE DOCUMENTATION, OR THE SALE TRANSACTION DOCUMENTATION.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE

BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF


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THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND SHALL FURTHER CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASES HEREIN ARE: (1) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (2) A GOOD-FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE HOLDERS OF CLAIMS AND INTERESTS; (3) IN THE BEST INTERESTS OF THE DEBTORS, THE ESTATES, AND ALL HOLDERS OF CLAIMS AND INTERESTS; (4) FAIR, EQUITABLE, AND REASONABLE CONSIDERATION AND REASONABLY-EQUIVALENT VALUE; (5) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (6) A BAR TO ANY HOLDER OF A CLAIM OR INTEREST FROM ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.

Under the Plan, “Releasing Parties” means, collectively, and in each case, in their respective capacities as such: (a) the Purchaser; (b) all Holders of Claims and Interests that are presumed to accept the Plan and who do not affirmatively opt-out of the releases in the Plan on the Ballot; (c) all Holders of Claims and Interests who vote to accept the Plan; (d) all Holders of Claims or Interests that (i) abstain from voting on the Plan and who do not opt-out of the releases in the Plan on the Ballot, (ii) vote to reject the Plan and who do not opt-out of the releases in the Plan on the Ballot, or (iii) are deemed to reject the Plan and who do not opt-out of the releases in the Plan on the Ballot; (e) the Committee Parties; (f) the Debtors (except that the Debtors are NOT releasing any Claims or Causes of Action against any Party other than the Released Parties).

“Released Party” under the Plan means, collectively and individually, (a) the Independent Directors; (b) the Employees; (c) Erik Toth, as Chief Restructuring Officer, and Larx Advisors Inc.; (d) the Purchaser; (e) the Committee; (f) Committee Parties; and (g) the Professionals retained by the Debtors, Purchaser, and the Committee in the Chapter 11 Cases, and their respective employees, agents, attorneys, accountants, consultants, representatives, and other professionals, each in his/her capacity as such. For the avoidance of doubt, no Cause of Action of the Debtors is released against (a) MCA, and the Secured Parties represented by MCA, (b) Seacret Direct, LLC and any officer, director, and agent of Seacret Direct, LLC, (c) Kenneth E. Head, and (d) the Debtors’ pre-petition and post-petition Officers, and/or Directors (other than the Employees and the Independent Directors).

Item 3. Certification as to MCA Claim held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 2 MCA Claim held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.

Item 4. Acknowledgements and Certification. By signing this Ballot, the undersigned acknowledges that: (a) it has been provided with a copy of the Disclosure Statement and Plan, including all exhibits thereto; (b) the Debtors’ solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement and Plan, the Interim Approval and Procedures Order, and the procedures for the solicitation and tabulation of votes to accept or reject the Plan


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attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the MCA Claim identified in Item 1 above as of September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature

If by Authorized Agent, Name and Title

Address

Telephone Number

Email Address

Date Completed

PLEASE PROMPTLY RETURN YOUR COMPLETED BALLOT.

BALLOTS MAY BE SUBMITTED VIA THE E-BALLOT PORTAL, OR IN THE RETURN ENVELOPE PROVIDED, OR AS DIRECTED BY THIS BALLOT.

TO COUNT, A BALLOT WITH YOUR VOTE MUST BE RECEIVED BY THE VOTING

DEADLINE: OCTOBER 8, 2021, AT 4:00 P.M. (PREVAILING CENTRAL TIME).

This Ballot shall not constitute or be deemed a proof of Claim or Interest, an assertion of a Claim or Interest, or the allowance of a Claim or Interest.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE COURT.


EXHIBIT D

Case 20-42492 Doc 435-4 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitD Page 1 of 9

DM_US 181312502-3.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 3: OTHER SECURED CLAIMS

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) are soliciting votes with respect to the Second Amended Joint Chapter 11 Plan of Liquidation for Spherature Investments LLC and its Debtor Affiliates, dated September 12, 2021 (as may be amended, modified, and/or supplemented, the “Plan”) [Docket No. ●], submitted by the Debtors and described in the related disclosure statement (the “Disclosure Statement”) [Docket No. [●]], conditionally approved by order of the United States Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) entered on September [●], 2021 [Docket No. [●]] (the “Interim Approval and Procedures Order”). The Disclosure Statement2 provides information to assist you in deciding how to vote your Ballot. Copies of the Plan and Disclosure Statement may be obtained by: (i) visiting the website maintained by the Claims and Noticing Agent at https://cases.stretto.com/Spherature, (ii) contacting the Claims and Noticing Agent at Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196; [email protected]; or (iii) visiting the Bankruptcy Court’s website, www.txeb.uscourts.gov, for a fee. A PACER login 1 The “Debtors” in the above-captioned jointly-administered chapter 11 bankruptcy cases (“Cases”) are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. 2 All capitalized terms used but not defined herein or in the enclosed voting instructions have the meanings ascribed to them in the Plan, attached as Exhibit A to the Disclosure Statement.





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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 3 Other Secured Claim, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 3 Other Secured Claim under the Plan. All Other Secured Claims against the Debtors have been placed in Class 3 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:

Spherature Investments LLC Ballot Processing

c/o Stretto 410 Exchange, Suite 100

Irvine, CA 92602



The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Creditors who cast a Ballot using the E-Ballot portal


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should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. If your Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Deadline is not extended by the Debtors, your vote will not be counted. IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN. Your receipt of this Ballot does not signify that your Claim(s) has been or will be allowed or that you will receive a distribution under the Plan. The Debtors reserve all rights to dispute such Claim(s).




3. SIGN THE BALLOT.






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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 3 OTHER SECURED CLAIMS





a. if you hold an Other Secured Claim in Class 3, cast one vote to accept or reject the Plan by checking the appropriate box in Item 1;


c. if you also hold other Claims, you may receive more than one Ballot, each labeled for a different Class of Claims and you should separately complete and submit a Ballot for each Class of Claims in which you hold Claims. Your vote will be counted in determining acceptance or rejection of the Plan by each particular Class of Claims only if you complete, sign, and return the Ballot labeled for that Class of Claims in accordance with the instructions on such Ballot;






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Item 1. Class Vote. The undersigned, the Holder of a Class 3 Other Secured Claim against a Debtor hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.


Item 2. Important Information Regarding the release. If you vote to accept the Plan, you shall be deemed to have consented to the release described in this Item 2 below. If (i) you do not vote either to accept or reject the Plan, or (ii) if you vote to reject the plan, and you do not check the box below, you shall be deemed to have consented to the release provision described in this Item 2 below and be bound by it.


The Holder of the Class 3 Other Secured Claim set forth in Item 1 elects to (optional):






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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (1) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (2) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, THE RELEASE, DISCHARGE, INJUNCTION, EXCULPATION, AND OTHER PROVISIONS WITH SIMILAR EFFECT IN THE PLAN SHALL EXCLUDE (AND NOTHING HEREIN SHALL RELEASE, WAIVE OR DISCHARGE): (A) ANY CLAIM, CAUSE OF ACTION AND/OR OBLIGATION OF THE DEBTORS ARISING UNDER THE BINDING TERM SHEET, OR (B) ANY DOCUMENT, AGREEMENT, OR TRANSACTION ENTERED INTO PURSUANT THERETO, INCLUDING THIS PLAN, THE SALE TRANSACTION, THE PURCHASE DOCUMENTATION, OR THE SALE TRANSACTION DOCUMENTATION.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF


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THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND SHALL FURTHER CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASES HEREIN ARE: (1) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (2) A GOOD-FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE HOLDERS OF CLAIMS AND INTERESTS; (3) IN THE BEST INTERESTS OF THE DEBTORS, THE ESTATES, AND ALL HOLDERS OF CLAIMS AND INTERESTS; (4) FAIR, EQUITABLE, AND REASONABLE CONSIDERATION AND REASONABLY-EQUIVALENT VALUE; (5) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (6) A BAR TO ANY HOLDER OF A CLAIM OR INTEREST FROM ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIESCLAIM RELEASED BY THE RELEASES HEREIN AGAINST ANY RELEASED PARTY.



Item 3. Certification as to Other Secured Claims held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 3 Other Secured Claims held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.

Item 4. Acknowledgements and Certification. By signing this Ballot, the undersigned acknowledges that: (a) it has been provided with a copy of the Disclosure Statement and Plan, including all exhibits thereto; (b) the Debtors’ solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement and Plan, the Interim Approval and Procedures


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Order, and the procedures for the solicitation and tabulation of votes to accept or reject the Plan attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the Other Secured Claim identified in Item 1 above as of September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed








EXHIBIT E

Case 20-42492 Doc 435-5 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitE Page 1 of 9

DM_US 181312590-3.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 4: CONVENIENCE CLAIMS

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) are soliciting votes with respect to the Second Amended Joint Chapter 11 Plan of Liquidation for Spherature Investments LLC and its Debtor Affiliates, dated September 12, 2021 (as may be amended, modified, and/or supplemented, the “Plan”) [Docket No. 371] submitted by the Debtors and described in the related disclosure statement (the “Disclosure Statement”) [Docket No. [●]], conditionally approved by order of the United States Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) entered on September [●], 2021 [Docket No. [●]] (the “Interim Approval and Procedures Order”). The Disclosure Statement2 provides information to assist you in deciding how to vote your Ballot. Copies of the Plan and Disclosure Statement may be obtained by: (i) visiting the website maintained by the Claims and Noticing Agent at https://cases.stretto.com/Spherature, (ii) contacting the Claims and Noticing Agent at Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196; [email protected]; or (iii) visiting the Bankruptcy Court’s website, www.txeb.uscourts.gov, for a fee. A PACER login 1 The “Debtors” in the above-captioned jointly-administered chapter 11 bankruptcy cases (“Cases”) are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. 2 All capitalized terms used but not defined herein or in the enclosed voting instructions have the meanings ascribed to them in the Plan, attached as Exhibit A to the Disclosure Statement.





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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 4 Convenience Claim, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 4 Convenience Claim under the Plan. All Convenience Claims against the Debtors have been placed in Class 4 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:



Irvine, CA 92602





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3. SIGN THE BALLOT.






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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 4 CONVENIENCE CLAIMS





a. if you hold a Convenience Claim in Class 4, cast one vote to accept or reject the Plan by checking the appropriate box in Item 1;








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Item 1. Class Vote. The undersigned, the Holder of a Class 4 Convenience Claim against a Debtor hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.




The Holder of the Class 4 Convenience Claim set forth in Item 1 elects to (optional):






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Item 3. Certification as to Convenience Claims held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 4 Convenience Claims held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.



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attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the Convenience Claim identified in Item 1 above September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed








EXHIBIT F

Case 20-42492 Doc 435-6 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitF Page 1 of 10

DM_US 181312623-3.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 5: GENERAL UNSECURED CLAIMS






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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 5 General Unsecured Claim, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 5 General Unsecured Claim under the Plan. All General Unsecured Claims against the Debtors have been placed in Class 5 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:



Irvine, CA 92602





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1. Complete Items 1, 2, and 3.


3. SIGN THE BALLOT.






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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 5 GENERAL UNSECURED CLAIMS





a. if you hold a General Unsecured Claim in Class 5, cast one vote to accept or reject the Plan by checking the appropriate box in Item 2;








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Item 1. Convenience Claim Election. As a Holder of a Class 5 General Unsecured Claim, you have the opportunity to elect to be included in Class 4 Convenience Class. If you have an Allowed Claim in an amount that is greater than $1,000.00, by exercising the Convenience Claim Election you irrevocably elect to have your Claim irrevocably reduced to a Claim of $1,000.00 and to be treated as a Class 4 Convenience Claim. Each Holder of a Class 4 Claim will receive Cash in an amount equal to its Pro Rata Share of the Convenience Class Pool on the later of (a) the Effective Date, (b) thirty (30) days after the Convenience Claim becomes Allowed, and (c) when sufficient Liquidating Trust Proceeds exist. If you exercise the Convenience Claim Election, your vote will be included in Class 4 for tabulation purposes.

I exercise the Convenience Claim Election.

Item 2. Class Vote. The undersigned, the Holder of a Class 5 General Unsecured Claim against a Debtor hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.






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The Holder of the Class 5 General Unsecured Claim set forth in Item 1 elects to (optional):



AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH HOLDER OF A CLAIM AND HOLDER OF AN INTEREST IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND EACH RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, THE PLAN, PLAN SUPPLEMENT, THE SALE TRANSACTION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, OR THE PLAN, THE SALE TRANSACTION, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND THE IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED ACTUAL FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE BALLOT WILL CONTAIN AN OPT-OUT PROVISION, AND ANY HOLDER OF A CLAIM OR INTEREST THAT DESIGNATES ITSELF AS OPTING-OUT SHALL NOT BE A RELEASING PARTY.


ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (1) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY


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DM_US 181312623-3.114823.0011

DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (2) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, THE RELEASE, DISCHARGE, INJUNCTION, EXCULPATION, AND OTHER PROVISIONS WITH SIMILAR EFFECT IN THE PLAN SHALL EXCLUDE (AND NOTHING HEREIN SHALL RELEASE, WAIVE OR DISCHARGE): (A) ANY CLAIM, CAUSE OF ACTION AND/OR OBLIGATION OF THE DEBTORS ARISING UNDER THE BINDING TERM SHEET, OR (B) ANY DOCUMENT, AGREEMENT, OR TRANSACTION ENTERED INTO PURSUANT THERETO, INCLUDING THIS PLAN, THE SALE TRANSACTION, THE PURCHASE DOCUMENTATION, OR THE SALE TRANSACTION DOCUMENTATION.


BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE RELEASES OF HOLDERS OF CLAIMS AND INTERESTS, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND SHALL FURTHER CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE RELEASES HEREIN ARE: (1) IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (2) A GOOD-FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE HOLDERS OF CLAIMS AND INTERESTS; (3) IN THE BEST INTERESTS OF THE DEBTORS, THE ESTATES, AND ALL HOLDERS OF CLAIMS AND INTERESTS; (4) FAIR, EQUITABLE, AND REASONABLE CONSIDERATION AND REASONABLY-EQUIVALENT VALUE; (5) GIVEN AND MADE AFTER NOTICE AND OPPORTUNITY FOR HEARING; AND (6) A BAR TO ANY HOLDER OF A CLAIM OR INTEREST FROM ASSERTING ANY CLAIM RELEASED BY THE RELEASE HEREIN AGAINST ANY OF THE RELEASED PARTIES.


“Released Party” under the Plan means, collectively and individually, (a) the Independent Directors; (b) the Employees; (c) Erik Toth, as Chief Restructuring Officer, and Larx Advisors Inc.; (d) the Purchaser; (e) the Committee; (f) Committee Parties; and (g) the Professionals retained by the Debtors, Purchaser, and the Committee in the Chapter 11 Cases, and their respective employees, agents, attorneys, accountants, consultants, representatives, and other professionals, each in his/her capacity as such. For the avoidance of doubt, no Cause of Action of the Debtors is released against (a) MCA, and the Secured Parties represented by MCA, (b) Seacret Direct, LLC


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and any officer, director, and agent of Seacret Direct, LLC, (c) Kenneth E. Head, and (d) the Debtors’ pre-petition and post-petition Officers, and/or Directors (other than the Employees and the Independent Directors).

Item 4. Certification as to General Unsecured Claims held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 5 General Unsecured Claims held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.

Item 5. Acknowledgements and Certification. By signing this Ballot, the undersigned acknowledges that: (a) it has been provided with a copy of the Disclosure Statement and Plan, including all exhibits thereto; (b) the Debtors’ solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement and Plan, the Interim Approval and Procedures Order, and the procedures for the solicitation and tabulation of votes to accept or reject the Plan attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the General Unsecured Claim identified in Item 1 above September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed


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EXHIBIT G

Case 20-42492 Doc 435-7 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitG Page 1 of 12

DM_US 181312721-4.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 6: SALES REPRESENTATIVE CLAIMS






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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 6 Sales Representative Claim, please use this Ballot to cast your vote to accept or reject the Plan. Attached to this Ballot is information relating to the treatment of your Claim. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 6 Sales Representative Claim under the Plan. All holders of a Sales Representative Claims against the Debtors have the ability to choose between treatment in Class 6 as a Sales Representative Claim or in Class 5 as a General Unsecured Claim under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:






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The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Creditors who cast a Ballot using the E-Ballot portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. If your Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Deadline is not extended by the Debtors, your vote will not be counted. IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN. Your receipt of this Ballot does not signify that your Claim(s) has been or will be allowed or that you will receive a distribution under the Plan. The Debtors reserve all rights to dispute such Claim(s).


1. Complete Items 1, 2, and 3.


3. SIGN THE BALLOT.






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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 6 SALES REPRESENTATIVE CLAIM





a. if you hold a Sales Representative Claim in Class 6 or choose to be treated in Class 5, cast one vote to accept or reject the Plan by checking the appropriate box in Item 2;








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Item 1. Class 6 Opt-Out. The undersigned, elects to opt-out of Class 6 (Please refer to the information in the attachment and the Plan. If you check the box below, you will NOT receive distribution under the Sales Representative Claim Payment Plan and your claim will be classified in Class 5 as a General Unsecured Claim):

Class 6 Sales Representative Claim Opt-Out

Item 2. Class Vote. The undersigned hereby votes in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.


Item 3. Important Information Regarding the Release. If you vote to accept the Plan, you shall be deemed to have consented to the releases described in this Item 3 below. If (i) you do not vote either to accept or reject the Plan, or (ii) if you vote to reject the plan, and you do not check the box below, you shall be deemed to have consented to the release provision described in this Item 3 below and be bound by it.


The Holder of the Class 6 Representative Claim set forth in Item 1 elects to (optional):




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AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH HOLDER OF A CLAIM AND HOLDER OF AN INTEREST IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND EACH RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, THE PLAN, PLAN SUPPLEMENT, THE SALE TRANSACTION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, OR THE PLAN, THE SALE TRANSACTION, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND THE IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED ACTUAL FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE BALLOT WILL CONTAIN AN OPT-OUT PROVISION, AND ANY HOLDER OF A CLAIM OR INTEREST THAT DESIGNATES ITSELF AS OPTING-OUT SHALL NOT BE A RELEASING PARTY.


ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (1) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (2) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, THE RELEASE, DISCHARGE, INJUNCTION, EXCULPATION, AND OTHER PROVISIONS WITH SIMILAR EFFECT IN THE PLAN SHALL EXCLUDE (AND NOTHING HEREIN SHALL RELEASE, WAIVE OR DISCHARGE): (A) ANY CLAIM, CAUSE OF ACTION AND/OR OBLIGATION OF THE DEBTORS ARISING UNDER THE BINDING TERM SHEET, OR (B) ANY DOCUMENT,


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AGREEMENT, OR TRANSACTION ENTERED INTO PURSUANT THERETO, INCLUDING THIS PLAN, THE SALE TRANSACTION, THE PURCHASE DOCUMENTATION, OR THE SALE TRANSACTION DOCUMENTATION.





Item 4. Certification as to Sales Representative Claim held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 6 Sales Representative Claim held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.


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Item 5. Acknowledgements and Certification. By signing this Ballot, the undersigned acknowledges that: (a) it has been provided with a copy of the Disclosure Statement and Plan, including all exhibits thereto; (b) the Debtors’ solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement and Plan, the Interim Approval and Procedures Order, and the procedures for the solicitation and tabulation of votes to accept or reject the Plan attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the Claim as classified and identified above September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed








DM_US 181527069-1.114823.0011

CLASS 6 BALLOT INSERT

If you are receiving this ballot, the Debtors have identified you as a potential holder of a Sales Representative Claim as of September 13, 2021 (the “Voting Record Date”). Under the terms of the Plan, unless you affirmatively select the “opt-out” box on the accompanying Ballot (see, page 5 of the Ballot) you will be treated as holding a Class 6 Claim - Sale Representative Claim. If you do check the “opt-out” box on this Ballot you will be treated as holding a Class 5 - General Unsecured Claim. A Sales Representative that does not “opt-out” will be deemed to have affirmatively agreed to the Plan’s treatment of his/her/its claim, to the extent that the claim is Allowed. The treatment is fully described in the Plan – the discussion in this Ballot is only a summary. In summary, you will have the opportunity to enter into new sales representative agreements (the Purchaser Sales Representative Agreement), with the Purchaser, and be compensated pursuant to the Future Compensation Plan and the Sales Representative Claim Payment Plan. Both the Future Compensation Plan and the Sales Representative Claim Payment Plan will be obligations of the Purchaser, and not the Liquidating Trust. The Sales Representative Claim Payment Plan will address 65% of your Allowed Class 6 Claim. All Sales Representatives that do not opt-out waive any rejection damage Claim. The remaining 35% of your Allowed Class 6 Claim, will be paid pursuant to the terms of the Plan and the Liquidating Trust Agreement – and treated as an Allowed Class 6 Claim (entitled to participate in the Tier II Proceeds).

1. Under the Sales Representative Claim Payment Plan, 65% of your Allowed Class 6 Claim will be payable by the Purchaser in twenty-four (24) monthly payments at the rate of five (5%) percent of the Purchaser’s monthly Gross Sales, starting the 1st day of the month that is at least thirty (30) days after the Effective Date (the “First Payment Date”) and continuing for the next twenty-three (23) months. The last monthly payment shall be up to the amount necessary to pay in full each Purchaser Sales Representative’s Pro Rata Share of the Purchaser Paid Sales Representatives Commissions; provided, however, the Purchaser Sales Representative will receive his/her/its Pro Rata Share of the Assumed Sales Representative Commissions ONLY IF the Purchaser Sales Representative, as of the date upon which a payment from Purchaser on account of the Sales Representatives Commissions is due and payable:

(a) releases 65% of its/his/her Claims against the Estates and their respective affiliates, subsidiaries, and related parties;

(b) retains a Claim, subject to allowance/disallowance/recharacterization/subordination, etc., for the remaining 35% against the Tier II Proceeds;

(c) agrees to the Future Compensation Plan by not affirmatively “opting out” on the Ballot from being bound to a Purchaser Sales Representatives Agreement - i.e., a Purchaser Sales Representative must be a Non-Opt-Out Sales Representative;


DM_US 181527069-1.114823.0011

(d) is engaged as a Purchaser Sales Representative pursuant to an executed Purchaser Sales Representative Agreement producing revenue from third-party sales, and is not in violation of the Purchaser Sales Representatives Agreement; and

(e) is and remains an active member in good standing with “active status” and is not more than three (3) months (cumulative) delinquent in monthly payments.

If a Purchaser Sales Representative fails to meet any these requirements as of the date upon which a payment on account of the Sales Representatives Commissions is due and payable, (a) the Purchaser shall have no liability to the Purchaser Sales Representative with respect to such payment, and (b) the Liquidating Trust shall have no liability to the Purchaser Sales Representatives, save for its interest, if any in the Tier II Proceeds.

If the Purchaser Sales Representative meets each requirement above at all relevant times, an example of how this Sales Representatives Commission Claims Payment Plan works is as follows: Assume that (a) the Purchaser Sales Representative asserts a $10,000.00 Sales Representatives Commission Claim against the Estates, (b) the Effective Date is September 1, 2021, and (c) Purchaser’s monthly Gross Sales are $7,500,000.00. That Purchaser Sales Representative will withdraw/release that Claim; in exchange, the Purchaser will pay that Purchaser Sales Representative $6,500.00 on account of its Claim against the Estates. That $6,500.00 will be paid as follows: $250.00 on October 1, 2021, and $250.00 on the 1st day of each month thereafter for 22 months, totaling $5,750.00. The 23rd payment will be $750.00, for a total distribution of $6,500.00; provided, however, in no circumstance shall a Purchaser Sales Representative receive from the Purchaser more than 65% of his/her/its Allowed Sales Representatives Commission Claim, and no more than 35% of such Allowed Claim from the Liquidating Trust Tier II Proceeds; provided further that in no event will the aggregate amount of Purchaser Paid Sales Representatives Commissions exceed $22,250,000.

A Sales Representative with a Claim that does “opt-out” of the Class 6 – Sales Representative Claims treatment, will be treated as if it is a Class 5 – General Unsecured Claim, to the extent such Claim is Allowed. Such Sales Representative will not be entitled to participate in the Purchaser’s Sales Representative Claim Payment Plan. If a Sales Representative does opt-out and then works for or with the Purchaser, such Sales Representative will not participate in the Purchaser’s Sales Representative Claim Payment Plan and instead such amount that would otherwise be paid to the Sales Representative, will be paid by the Purchaser to the Trust, and treated pursuant to the Liquidating Trust, including as Tier II Proceeds. NOTE: Sales Representatives’ with Allowed Claims of $1,000, or less, and those Sales Representatives’ who affirmatively agree to reduce their Allowed Claims to $1,000, will not be treated as either a Class 5 – General Unsecured Claim (by affirmatively “opting out” of the Class 6 – Sales Representative Claims treatment), or a Class 6 – Sales Representative Claims, but will automatically be treated as a Class 4 – Convenience Class Claim. Allowed Class 4 – Convenience Class Claims will not participate in the Purchaser’s Sales Representative Claim Payment Plan.


DM_US 181527069-1.114823.0011

If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.


EXHIBIT H

Case 20-42492 Doc 435-8 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitH Page 1 of 9

DM_US 181312808-3.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 7: VIRTUAL CURRENCY CLAIMS

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) are soliciting votes with respect to the Second Amended Joint Chapter 11 Plan of Liquidation for Spherature Investments LLC and its Debtor Affiliate, dated September 12, 2021 (as may be amended, modified, and/or supplemented, the “Plan”) [Docket No. ●] submitted by the Debtors and described in the related disclosure statement (the “Disclosure Statement”) [Docket No. [●]], conditionally approved by order of the United States Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) entered on September [●], 2021 [Docket No. [●]] (the “Interim Approval and Procedures Order”). The Disclosure Statement2 provides information to assist you in deciding how to vote your Ballot. Copies of the Plan and Disclosure Statement may be obtained by: (i) visiting the website maintained by the Claims and Noticing Agent at https://cases.stretto.com/Spherature, (ii) contacting the Claims and Noticing Agent at Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196; [email protected]; or (iii) visiting the Bankruptcy Court’s website, www.txeb.uscourts.gov, for a fee. A PACER login 1 The “Debtors” in the above-captioned jointly-administered chapter 11 bankruptcy cases (“Cases”) are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. 2 All capitalized terms used but not defined herein or in the enclosed voting instructions have the meanings ascribed to them in the Plan, attached as Exhibit A to the Disclosure Statement.





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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 7 Virtual Currency Claim, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 7 Virtual Currency Claim under the Plan. All Virtual Currency Claims against the Debtors have been placed in Class 7 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:



Irvine, CA 92602



The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Creditors who cast a Ballot using the E-Ballot


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portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. If your Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Deadline is not extended by the Debtors, your vote will not be counted. IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN. Your receipt of this Ballot does not signify that your Claim(s) has been or will be allowed or that you will receive a distribution under the Plan. The Debtors reserve all rights to dispute such Claim(s).




3. SIGN THE BALLOT.






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VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 7 VIRTUAL CURRENCY CLAIMS





a. if you hold a Virtual Currency Claim in Class 7, cast one vote to accept or reject the Plan by checking the appropriate box in Item 1;








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Item 1. Class Vote. The undersigned, the Holder of a Class 7 Virtual Currency Claim against a Debtor hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.




The Holder of the Class 7 Virtual Currency Claim set forth in Item 1 elects to (optional):






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Item 3. Certification as to Virtual Currency Claims held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 7 Virtual Currency Claims held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.



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attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the Virtual Currency Claim identified in Item 1 above September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed








EXHIBIT I

Case 20-42492 Doc 435-9 Filed 09/12/21 Entered 09/12/21 16:29:11 Desc ExhibitI Page 1 of 9

DM_US 182039518-2.114823.0011


SHERMAN DIVISION


Debtors.1

§ § § § § §



CLASS 8: ASSUMED DEFERRED REVENUE LIABILITY CLAIMS






2

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and password are required to access documents on the Bankruptcy Court’s website, and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. The Disclosure Statement and the Plan provide information to assist you in deciding how to vote your Ballot. If you are, as of September 13, 2021 (the “Voting Record Date”), a holder of a Class 8 Assumed Deferred Revenue Liability Claims, please use this Ballot to cast your vote to accept or reject the Plan. If you have any questions on how to properly complete this Ballot, please contact the Voting Agent at [email protected]. Please be advised the Voting Agent cannot provide legal advice.

IMPORTANT You should carefully review the Disclosure Statement and Plan before you submit this Ballot. You may wish to seek independent legal advice concerning the Disclosure Statement and Plan and the classification and treatment of your Class 8 Assumed Deferred Revenue Liability Claims under the Plan. All Assumed Deferred Revenue Liability Claims against the Debtors have been placed in Class 8 under the Plan. If you hold Claims in more than one Class under the Plan, you may receive a Ballot for each such Class and must complete a separate Ballot for each such Class. For your vote to be counted, you must either return a hard copy of your Ballot or submit your vote through the online E-Ballot portal maintained by the Voting Agent. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed preaddressed, postage prepaid envelope and submit it by first class mail, or send it by overnight mail or courier to:



Irvine, CA 92602




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The Voting Agent’s E-Ballot portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Creditors who cast a Ballot using the E-Ballot portal should NOT also submit a hard copy Ballot. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. If your Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Deadline is not extended by the Debtors, your vote will not be counted. IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN. Your receipt of this Ballot does not signify that your Claim(s) has been or will be allowed or that you will receive a distribution under the Plan. The Debtors reserve all rights to dispute such Claim(s).




3. SIGN THE BALLOT.






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DM_US 182039518-2.114823.0011

VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT FOR HOLDERS OF CLASS 8 ASSUMED DEFERRED REVENUE LIABILITY CLAIMS





a. if you hold an Assumed Deferred Revenue Liability Claim in Class 8, cast one vote to accept or reject the Plan by checking the appropriate box in Item 1;








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DM_US 182039518-2.114823.0011





Item 1. Class Vote. The undersigned, the Holder of a Class 8 Assumed Deferred Revenue Liability Claim against a Debtor hereby votes, in the amount set forth below, as follows (check one box):

Accept the Plan

OR

Reject the Plan.




The Holder of the Class 8 Assumed Deferred Revenue Liability Claim set forth in Item 1 elects to (optional):



AS OF THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED HEREIN,



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DM_US 182039518-2.114823.0011

EACH HOLDER OF A CLAIM AND HOLDER OF AN INTEREST IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR AND EACH RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS BETWEEN OR AMONG A DEBTOR AND ANOTHER DEBTOR, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, THE PLAN, PLAN SUPPLEMENT, THE SALE TRANSACTION, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE BINDING TERM SHEET, THE DISCLOSURE STATEMENT, OR THE PLAN, THE SALE TRANSACTION, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND THE IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE, EXCEPT FOR ANY CLAIMS RELATED TO ANY ACT OR OMISSION THAT IS DETERMINED IN A FINAL ORDER TO HAVE CONSTITUTED ACTUAL FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE BALLOT WILL CONTAIN AN OPT-OUT PROVISION, AND ANY HOLDER OF A CLAIM OR INTEREST THAT DESIGNATES ITSELF AS OPTING-OUT SHALL NOT BE A RELEASING PARTY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING OR ANY OTHER PROVISION OF THE PLAN, THE RELEASES CONTAINED IN THE PLAN DO NOT (1) RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (2) AFFECT THE RIGHTS OF HOLDERS OF ALLOWED CLAIMS AND INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, THE RELEASE, DISCHARGE, INJUNCTION, EXCULPATION, AND OTHER PROVISIONS WITH SIMILAR EFFECT IN THE PLAN SHALL EXCLUDE (AND NOTHING HEREIN SHALL RELEASE, WAIVE OR DISCHARGE): (A) ANY CLAIM, CAUSE OF ACTION AND/OR OBLIGATION OF THE DEBTORS ARISING UNDER THE BINDING TERM SHEET, OR (B) ANY DOCUMENT, AGREEMENT, OR TRANSACTION ENTERED INTO PURSUANT THERETO, INCLUDING THIS PLAN, THE SALE TRANSACTION, THE PURCHASE DOCUMENTATION, OR THE SALE TRANSACTION DOCUMENTATION.



7

DM_US 182039518-2.114823.0011




Item 3. Certification as to Assumed Deferred Revenue Liability Claims held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 8 Assumed Deferred Revenue Liability Claims held in other accounts or other record names, or (ii) if it has submitted Ballots for other such Claims held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan.

Item 4. Acknowledgements and Certification. By signing this Ballot, the undersigned acknowledges that: (a) it has been provided with a copy of the Disclosure Statement and Plan, including all exhibits thereto; (b) the Debtors’ solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement and Plan, the Interim Approval and Procedures


8

DM_US 182039518-2.114823.0011

Order, and the procedures for the solicitation and tabulation of votes to accept or reject the Plan attached to the Interim Approval and Procedures Order as Exhibit A thereto; (c) it is the holder of the Assumed Deferred Revenue Liability Claim identified in Item 1 above September 13, 2021; and/or (d) it has full power and authority to vote to accept or reject the Plan and exercise elections with respect thereto. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name of Creditor

Signature


Address

Telephone Number

Email Address

Date Completed








EXHIBIT J

Case 20-42492 Doc 435-10 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit J Page 1 of 3

DM_US 181118229-2.114823.0011

[September __, 2021]

Re: In re Spherature Investments LLC, et al., Case No. 20-42492 in the Bankruptcy Court for the Eastern District of Texas

To Whom It May Concern:

My firm represents Spherature Investments LLC, et al.1 (the “Debtors”) in the above-enumerated bankruptcy case in the Eastern District of Texas, Sherman Division. On September 12, 2021, the Debtors filed their Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (the “Plan”) and Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (the “Disclosure Statement”).

On [September ●, 2021], the Honorable Brenda T. Rhoades entered an order (the “Solicitation Procedures Order”) establishing certain deadlines and approving certain procedures in connection with soliciting votes on the Debtors’ Plan. The hearing for final approval of the Disclosure Statement will be combined with the hearing on confirmation of the Plan. The Plan itself has not been approved at this time.

For those creditors that are entitled to vote on the Plan, enclosed or electronically attached with this letter are two documents: 1) the Court-approved ballot for voting on the Plan (the “Ballot”), and 2) the notice of hearing for final approval of the Disclosure Statement and confirmation of the Plan (the “Combined Hearing Notice”). For those creditors not entitled to vote, you are receiving only the Combined Hearing Notice.

Among other things, the Plan contemplates: (i) a sale of substantially all of the Debtors’ assets; (ii) Distributions pursuant to the treatment set forth in Article III of the Plan; (iii) the cancellation of Existing Interests in the Debtors without any Distribution to the Holders of such Interests; and (iv) the creation of a Liquidating Trust and appointment of a Liquidating Trustee to (a) pay and reconcile Claims, (b) administer the Plan, and (c) make Distributions, as such terms are defined in the Plan. For full terms, please consult the Plan and Disclosure Statement.

Please note that you are not receiving paper copies of the Plan, the Disclosure Statement, the Solicitation Procedures Order, or any exhibits thereto at this time. Rather, pursuant to the Solicitation Procedures Order, the Debtors have made these documents available online, free of charge, at

https://cases.stretto.com/spherature/court-docket/

1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220.


DM_US 181118229-2.114823.0011

You may also request paper or digital copies of any document, free of charge, from the Debtors’ claims agent at the following address:

TEAM SPHERATURE STRETTO

410 EXCHANGE | SUITE 100 IRVINE, CA 92602

Email: [email protected] Telephone: (855) 205-7196 (toll-free)

(949) 537-2232 (international)

If you have any questions about the Plan or Disclosure Statement, need paper copies of any documents related to the Plan or Disclosure Statement, or are unable to access the website listed above for any reasons, please feel free to contact us.

Additionally, please note that the Disclosure Statement Order established certain hearing dates and/or deadlines of which you should be aware. These dates and/or deadlines are described in detail in the Combined Hearing Notice and set forth below for convenience:

Voting Deadline: October 8, 2021 at 4:00 P.M. (CDT)

Confirmation Objection Deadline: October 14, 2021 at 4:00 P.M. (CDT)

Confirmation Hearing: October 21, 2021 at 1:30 P.M. (CDT)2

Your rights may be affected by the Debtors’ proposed Plan. You should read the Plan, Disclosure Statement, Combined Hearing Notice, and Ballot and all related documents carefully, and, if necessary, consult with an attorney.

Sincerely, /s/ [Draft] Marcus A. Helt

MAH:dn

2 The Confirmation Hearing will be held telephonically. Parties are instructed to dial 1-888-675-2535, use Access

No. 4225607 and Security No. [●], as well as directed to review the instructions contained in the following link for all telephonic hearings before Judge Rhoades: http://www.txeb.uscourts.gov/content/judgerhoades. The information can be found by accessing the Court’s webpage at www.txeb.uscourts.gov and choosing “Judge’s Info”, then choosing “Judge Rhoades”, and then choosing “Telephonic Hearing” Tab.”


EXHIBIT K

Case 20-42492 Doc 435-11 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit K Page 1 of 5

DM_US 181118227-2.114823.0011

NOTICE OF COMBINED HEARING AND DEADLINE TO OBJECT TO DEBTORS’ PLAN

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. On September 12, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors” filed: (a) the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Plan”) [Docket No. ●] and (b) the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Disclosure Statement”) [Docket No. ●]. On September 12, 2021, the Debtors also filed the Debtors’ Amended Motion for Entry of an Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related Relief [Docket No. ●] (the “Motion”).2

2. On [September ●, 2021], the United States Bankruptcy Court for the Eastern District of Texas (the “Court”) entered an order [ECF No. ●] (the “Disclosure Statement Order”) that, among other things, authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors’ Chapter 11 Plan.

3. Copies of the Disclosure Statement Order, the Plan, the Disclosure Statement, and other documents and materials included in the Solicitation Package may be obtained by (a) accessing the Debtors’ website at https://cases.stretto.com/spherature/, (b) writing to the Debtors’ claims agent at the following address: Team Spherature, 410 Exchange, Suite 100, Irvine, CA 92602, (c) calling the Debtors’ claims agent at (855) 205-7196 (toll-free) or (949) 537-2232 (international), or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.

1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Spherature Investments LLC EIN#5471; Rovia, LLC EIN#7705; WorldVentures Marketing Holdings, LLC EIN#3846; WorldVentures Marketplace, LLC EIN#6264; WorldVentures Marketing, LLC EIN#3255; WorldVentures Services, LLC EIN#2220. 2 Capitalized terms not otherwise defined in this Notice have the meanings given to them in the Plan or the Motion, as applicable.


SHERMAN DIVISION In re: § Chapter 11 § SPHERATURE INVESTMENTS LLC, et al., § Case No. 20-42492 § Debtors.1 § (Jointly Administered)


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4. A hearing to consider approval of the disclosure statement and confirmation of the Plan (the “Combined Hearing”) will be held before the Honorable Brenda T. Rhoades, United States Bankruptcy Judge for the Eastern District of Texas, at Suite 300B, 660 North Central Expressway, Plano, TX 75074, on October 21, 2021 at 1:30 p.m., prevailing Central Time. Parties are instructed to dial 1-888-675-2535, use Access No. 4225607 and Security No. [●], as well as directed to review the instructions contained in the following link for all telephonic hearings before Judge Rhoades: http://www.txeb.uscourts.gov/content/judgerhoades. The information can be found by accessing the Court’s webpage at www.txeb.uscourts.gov and choosing “Judge’s Info”, then choosing “Judge Rhoades”, and then choosing “Telephonic Hearing” Tab.

5. Pursuant to the Disclosure Statement Order, the Court approved certain procedures for the solicitation and tabulation of votes to accept or reject the Plan.

a. Under the terms of the Plan, only holders of Claims in Classes 2, 3, 4, 5, 6, 7, and 8 are entitled to vote on the Plan, as governed by the Voting Procedures.

b. Under the terms of the Plan, Classes 1, 9, 10, and 11 are not entitled to vote on the Plan.

c. If you are the holder of a claim against the Debtors as of September 13, 2021, in a Class entitled to vote on the Plan (i.e., Classes 2, 3, 4, 5, 6, 7, and 8), you have received with this notice a Solicitation Package. The Solicitation Package provides, among other things, a ballot form (a “Ballot”), voting instructions appropriate for your claim, and an electronic link that includes copies of the Plan and the Disclosure Statement and related solicitation materials.

d. Voting on the Plan may be done on the Ballot you were provided in the Solicitation Package. Should you desire a physical copy of the documents, you may call undersigned counsel prior to the Voting Deadline, as defined below, and request that a physical copy be sent to you. The deadline to return completed Ballots is 4:00 p.m., Prevailing Central Time, on October 8, 2021 (the “Voting Deadline”). If you are in a Voting Class, for your vote to be counted, your Ballot must be properly completed, signed, and returned so that it is actually received by Stretto, the notice, claims, and solicitation agent for the Debtors, before the Voting Deadline. Any failure to follow the voting instructions included with the Ballot or to return a properly completed Ballot so that it is received by the Voting Deadline may disqualify the Ballot.

e. YOU ARE URGED TO READ CAREFULLY ALL INSTRUCTIONS RECEIVED WITH YOUR SOLICITATION MATERIALS TO ENSURE THAT YOUR BALLOT IS PROPERLY COMPLETED AND TIMELY SUBMITTED.


DM_US 181118227-2.114823.0011

f. If you are the holder of a claim against or interest in the Debtors in a Class not entitled to vote on the Plan, you have not received a Solicitation Package. As stated above, however, you may review and obtain copies of the Plan and the Disclosure Statement and other key documents in these chapter 11 cases free of charge on https://cases.stretto.com/spherature/court-docket. Alternatively, copies of the Plan and the Disclosure Statement are available upon request to Stretto at the following address or toll-free telephone number: Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196.

6. Objections, if any, to approval of the Disclosure Statement or confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim of such party; (c) state with particularity the basis and nature of such Objection (and, if practicable, a proposed modification to the Plan that would resolve such Objection); (d) conform to the Bankruptcy Rules, the local rules and any orders of the Court; and (e) be filed with the Court and served on the following parties so that they are received no later than 4:00 p.m., prevailing Central Time, on October 14, 2021:

a. counsel to the Debtors, Attn: Marcus A. Helt, Esq. and Jack G. Haake, Esq., McDermott Will & Emery LLP, 2501 North Harwood Street, Suite 1900, Dallas, TX 75201;

b. the Office of the United States Trustee for the Eastern District of Texas, 110 N. College Ave., Suite 300, Tyler, TX 75702, Attn: William T. Neary, Esq.; and

c. counsel to the Official Committee of Unsecured Creditors, Attn: Michael D.

Warner, Esq., Pachulski Stang Ziehl & Jones LLP, 440 Louisiana Street, Suite 900, Dallas, TX 77002.

7. If you seek to challenge the disallowance of your claim for voting purposes, you must serve on the Debtors and file with the Court a motion for an order pursuant to Federal Rule of Bankruptcy Procedure 3018(a) temporarily allowing such claim in a different Class and/or amount for purposes of voting to accept or reject the Plan by October 8, 2021.

8. The Combined Hearing may be continued from time to time without further notice other than an order confirming the adjourned date at the Combined Hearing or any continued hearing.

BINDING NATURE OF THE PLAN IF CONFIRMED, THE PLAN SHALL BIND ALL HOLDERS OF CLAIMS OR INTERESTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT SUCH HOLDER WILL RECEIVE OR RETAIN ANY PROPERTY


DM_US 181118227-2.114823.0011

OR INTEREST IN PROPERTY UNDER THE PLAN, HAS FILED A PROOF OF CLAIM OR INTEREST IN THE CHAPTER 11 CASES, OR FAILED TO VOTE TO ACCEPT OR REJECT THE PLAN OR VOTE TO REJECT THE PLAN.

RELEASES ARTICLE IX OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS AND A THIRD-PARTY RELEASE. THUS, HOLDERS OF CLAIMS AGAINST THE DEBTORS ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE THEIR RIGHTS MAY BE AFFECTED THEREUNDER.

Dated: September __, 2021

Respectfully Submitted,

/s/ Draft

Marcus A. Helt (TX 24052187) Jack G. Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Telephone: (214) 210-2821 Facsimile: (972) 528-5765 Email: [email protected] Email: [email protected] Counsel to the Debtors and Debtors in Possession


EXHIBIT L

Case 20-42492 Doc 435-12 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit L Page 1 of 4

NOTICE OF NON-VOTING STATUS Page 1DM_US 181118255-2.114823.0011 4845-4692-4242.1

NOTICE OF NON-VOTING STATUS

PLEASE TAKE NOTICE THAT on September 12, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors” filed: (a) the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Plan”) [Docket No. ●] and (b) the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Disclosure Statement”) [Docket No. ●]. On September 12, 2021, the Debtors also filed the Debtors’ Amended Motion for Entry of an Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related Relief [Docket No. ●] (the “Motion”).2

PLEASE TAKE FURTHER NOTICE THAT on [September ●, 2021], the United States Bankruptcy Court for the Eastern District of Texas (the “Court”) entered an order [ECF No. ●] (the “Disclosure Statement Order”) that, among other things, authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors’ Chapter 11 Plan.

PLEASE TAKE FURTHER NOTICE THAT the Disclosure Statement, Disclosure Statement Order, the Plan, and other documents and materials included in the Solicitation Package may be obtained by (a) accessing the Debtors’ website at https://cases.stretto.com/spherature/, (b) writing to the Debtors’ claims agent at the following address: Team Spherature, 410 Exchange, Suite 100, Irvine, CA 92602, (c) calling the Debtors’ claims agent at (855) 205-7196 (toll-free) or (949) 537-2232 (international), or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.






PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because, pursuant to the terms of the Plan, and the applicable provisions of title 11 of the United States Code (the “Bankruptcy Code”), your Claim(s) against the Debtors are either:

i. unimpaired and, therefore, pursuant to Bankruptcy Code § 1126(f), you are conclusively presumed to have accepted the Plan and are, therefore, not entitled to vote on the Plan; or

ii. impaired and, therefore, pursuant to Bankruptcy Code § 1126(g), you are conclusively presumed to have rejected the Plan and are, therefore, not entitled to vote on the Plan.

Accordingly, this notice and the Combined Hearing Notice are being sent to you for informational purposes only.

PLEASE TAKE FURTHER NOTICE THAT the Confirmation Hearing will be held telephonically and will commence on October 21, 2021 at 1:30 p.m., prevailing Central Time, before Judge Brenda T. Rhoades in the United States Bankruptcy Court for the Eastern District of Texas, located at Suite 300B, 660 North Central Expressway, Plano, TX 75074. Parties are instructed to dial 1-888-675-2535, use Access No. 4225607 and Security No. [●], as well as directed to review the instructions contained in the following link for all telephonic hearings before Judge Rhoades: http://www.txeb.uscourts.gov/content/judgerhoades. The information can be found by accessing the Court’s webpage at www.txeb.uscourts.gov and choosing “Judge’s Info”, then choosing “Judge Rhoades”, and then choosing “Telephonic Hearing” Tab.

PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan is October 14, 2021, at 4:00 p.m., prevailing Central Time (the “Plan Objection Deadline”). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the local rules of the United States Bankruptcy Court for the Eastern District of Texas, and any orders of the Court; (c) set forth the name and address of the objector and the nature and amount of Claims held or asserted by the objector against the Debtors’ Estates or property; (d) state, with particularity, the legal and factual basis for the objection and, if practicable, a proposed modification to the Plan (or related materials) that would resolve such objection; and (e) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before the Plan Objection Deadline:







PLEASE TAKE FURTHER NOTICE THAT if you have any questions about the status of any of your Claim(s), you should contact [email protected] in accordance with the instructions provided above.

Dated: September __, 2021 Respectfully Submitted,

/s/ Draft Marcus A. Helt (TX 24052187)

Jack G. Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Telephone: (214) 210-2821 Facsimile: (972) 528-5765 Email: [email protected] Email: [email protected] Counsel to the Debtors and Debtors in Possession


EXHIBIT M

Case 20-42492 Doc 435-13 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit M Page 1 of 5

DM_US 181267527-2.114823.0011

NOTICE OF COMBINED HEARING AND DEADLINE TO OBJECT TO DEBTORS’ PLAN

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. On September 12, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors” filed: (a) the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Plan”) [Docket No. ●] and (b) the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Disclosure Statement”) [Docket No. ●]. On September 12, 2021, the Debtors also filed the Debtors’ Amended Motion for Entry of an Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related Relief [Docket No. ●] (the “Motion”).2

2. On [September ●, 2021], the United States Bankruptcy Court for the Eastern District of Texas (the “Court”) entered an order [ECF No. ●] (the “Disclosure Statement Order”) that, among other things, authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors’ Chapter 11 Plan.

3. Copies of the Disclosure Statement Order, the Plan, the Disclosure Statement, and other documents and materials included in the Solicitation Package may be obtained by (a) accessing the Debtors’ website at https://cases.stretto.com/spherature/, (b) writing to the Debtors’ claims agent at the following address: Team Spherature, 410 Exchange, Suite 100, Irvine, CA 92602, (c) calling the Debtors’ claims agent at (855) 205-7196 (toll-free) or (949) 537-2232 (international), or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.





DM_US 181267527-2.114823.0011

4. A hearing to consider approval of the disclosure statement and confirmation of the Plan (the “Combined Hearing”) will be held before the Honorable Brenda T. Rhoades, United States Bankruptcy Judge for the Eastern District of Texas, at Suite 300B, 660 North Central Expressway, Plano, TX 75074, on October 21, 2021 at 1:30 p.m., prevailing Central Time. Parties are instructed to dial 1-888-675-2535, use Access No. 4225607 and Security No. [●], as well as directed to review the instructions contained in the following link for all telephonic hearings before Judge Rhoades: http://www.txeb.uscourts.gov/content/judgerhoades. The information can be found by accessing the Court’s webpage at www.txeb.uscourts.gov and choosing “Judge’s Info”, then choosing “Judge Rhoades”, and then choosing “Telephonic Hearing” Tab.

5. Pursuant to the Disclosure Statement Order, the Court approved certain procedures for the solicitation and tabulation of votes to accept or reject the Plan.

a. Under the terms of the Plan, only holders of Claims in Classes 2, 3, 4, 5, 6, 7, and 8 are entitled to vote on the Plan, as Governed by the Voting Procedures.

b. Under the terms of the Plan, Classes 1, 9, 10, and 11 are not entitled to vote on the Plan.

c. If you are the holder of a claim against the Debtors as of September 13, 2021, in a Class entitled to vote on the Plan (i.e., Classes 2, 3, 4, 5, 6, 7, and 8), you have received with this notice a Solicitation Package. The Solicitation Package provides, among other things, a ballot form (a “Ballot”), voting instructions appropriate for your claim, and an electronic link that includes copies of the Plan and the Disclosure Statement and related solicitation materials.

d. Voting on the Plan may be done on the Ballot you were provided in the Solicitation Package. Should you desire a physical copy of the documents, you may call undersigned counsel prior to the Voting Deadline, as defined below, and request that a physical copy be sent to you. The deadline to return completed Ballots is 4:00 p.m., Prevailing Central Time, on October 8, 2021 (the “Voting Deadline”). If you are in a Voting Class, for your vote to be counted, your Ballot must be properly completed, signed, and returned so that it is actually received by Stretto, the notice, claims, and solicitation agent for the Debtors, before the Voting Deadline. Any failure to follow the voting instructions included with the Ballot or to return a properly completed Ballot so that it is received by the Voting Deadline may disqualify the Ballot.

e. YOU ARE URGED TO READ CAREFULLY ALL INSTRUCTIONS RECEIVED WITH YOUR SOLICITATION MATERIALS TO ENSURE THAT YOUR BALLOT IS PROPERLY COMPLETED AND TIMELY SUBMITTED.


DM_US 181267527-2.114823.0011

f. If you are the holder of a claim against or interest in the Debtors in a Class not entitled to vote on the Plan, you have not received a Solicitation Package. As stated above, however, you may review and obtain copies of the Plan and the Disclosure Statement and other key documents in these chapter 11 cases free of charge on https://cases.stretto.com/spherature/court-docket. Alternatively, copies of the Plan and the Disclosure Statement are available upon request to Stretto at the following address or toll-free telephone number: Spherature Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (855) 205-7196.

6. Objections, if any, to approval of the Disclosure Statement or confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim of such party; (c) state with particularity the basis and nature of such Objection (and, if practicable, a proposed modification to the Plan that would resolve such Objection); (d) conform to the Bankruptcy Rules, the local rules and any orders of the Court; and (e) be filed with the Court and served on the following parties so that they are received no later than 4:00 p.m., prevailing Central Time, on October 14, 2021:

a. counsel to the Debtors, Attn: Marcus A. Helt, Esq. and Jack G. Haake, McDermott Will & Emery LLP, 2501 North Harwood Street, Suite 1900, Dallas, TX 75201;




7. If you seek to challenge the disallowance of your claim for voting purposes, you must serve on the Debtors and file with the Court a motion for an order pursuant to Federal Rule of Bankruptcy Procedure 3018(a) temporarily allowing such claim in a different Class and/or amount for purposes of voting to accept or reject the Plan by October 8, 2021.

8. The Combined Hearing may be continued from time to time without further notice other than an order confirming the adjourned date at the Combined Hearing or any continued hearing.

BINDING NATURE OF THE PLAN IF CONFIRMED, THE PLAN SHALL BIND ALL HOLDERS OF CLAIMS OR INTERESTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT SUCH HOLDER WILL RECEIVE OR RETAIN ANY PROPERTY


DM_US 181267527-2.114823.0011

OR INTEREST IN PROPERTY UNDER THE PLAN, HAS FILED A PROOF OF CLAIM OR INTEREST IN THE CHAPTER 11 CASES, OR FAILED TO VOTE TO ACCEPT OR REJECT THE PLAN OR VOTE TO REJECT THE PLAN.

RELEASES ARTICLE IX OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS AND A THIRD-PARTY RELEASE. THUS, HOLDERS OF CLAIMS AGAINST THE DEBTORS ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE THEIR RIGHTS MAY BE AFFECTED THEREUNDER.

Dated: September __, 2021

Respectfully Submitted,

/s/ Draft

Marcus A. Helt (TX 24052187) Jack G. Haake (Admitted Pro Hac Vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Telephone: (214) 210-2821 Facsimile: (972) 528-5765 Email: [email protected] Email: [email protected] Counsel for the Debtors and Debtors in Possession


EXHIBIT N

Case 20-42492 Doc 435-14 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit N Page 1 of 5

NOTICE OF ASSUMPTION Page 1DM_US 181118253-2.114823.0011

4826-9009-2754.2

NOTICE TO CONTRACT COUNTERPARTIES OF ASSUMPTION, OR ASSUMPTION

AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

PLEASE TAKE NOTICE THAT on September 12, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors” filed: (a) the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Plan”) [Docket No. ●] and (b) the Disclosure Statement for the Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Disclosure Statement”) [Docket No. ●]. On September 12, 2021, the Debtors also filed the Debtors’ Amended Motion for Entry of an Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related Relief [Docket No. ●] (the “Motion”).2

PLEASE TAKE FURTHER NOTICE THAT on [September ●, 2021], the United States Bankruptcy Court for the Eastern District of Texas (the “Court”) entered an order [ECF No. ●] (the “Disclosure Statement Order”) that, among other things, authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors’ Chapter 11 Plan.

PLEASE TAKE FURTHER NOTICE THAT the Disclosure Statement, Disclosure Statement Order, the Plan, and other documents and materials included in the Solicitation Package may be obtained by (a) accessing the Debtors’ website at https://cases.stretto.com/spherature/, (b) writing to the Debtors’ claims agent at the following address: Team Spherature, Stretto, 410 Exchange, Suite 100, Irvine, CA 92602, (c) calling the Debtors’ claims agent at (855) 205-7196 (toll-free) or (949) 537-2232 (international), or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.






4826-9009-2754.2


PLEASE TAKE FURTHER NOTICE THAT the Debtors filed the List of Assumed Executory Contracts and Unexpired Leases [Docket No. [●]] (the “Assumption List”) with the Court as part of the Plan Supplement on September 30, 2021, as contemplated under the Plan. The Debtors or Liquidating Trustee, as applicable, reserve the right to remove an executory contract or unexpired lease from the List of Assumed Executory Contracts and Unexpired Leases and move it to the list of rejected executory contracts and unexpired leases until the later of (a) the date by which objections to the proposed assumption must be filed or (b) if such objection is filed, prior to the date of a decision by the Bankruptcy Court with respect to such objection.

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because the Debtors’ records reflect that you are a party to an executory contract or unexpired lease that is listed on the Assumption List. Therefore, you are advised to carefully review the information contained in this notice and the related provisions of the Plan, including the Assumption List.

PLEASE TAKE FURTHER NOTICE THAT the Debtors are proposing to assume or assume and assign the executory contract(s) and unexpired lease(s) listed in the Assumption List to which you are a party.3

PLEASE TAKE FURTHER NOTICE THAT Bankruptcy Code section 365(b)(1) requires a chapter 11 debtor to cure, or provide adequate assurance that it will promptly cure, any defaults under executory contracts and unexpired leases at the time of assumption. Accordingly, the Debtors have conducted a thorough review of their books and records and have determined the amounts required to cure defaults, if any, under the assumed executory contact(s) and unexpired lease(s), which amounts are listed in the Assumption List. Please note that if no amount is stated for a particular executory contract or unexpired lease, the Debtors believe that there is no cure amount outstanding for such contract or lease.

3 Neither the exclusion nor inclusion of any executory contract or unexpired lease on the Assumption List, nor anything contained in the Plan, the Plan Supplement, or each Debtors’ schedule of assets and liabilities, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease capable of assumption, that any Debtor(s) or the Liquidating Trustee has any liability thereunder, or that such executory contract or unexpired lease is necessarily a binding and enforceable agreement. Further, the Debtors or the Liquidating Trustee, as applicable, expressly reserve the right to (a) remove any executory contract or unexpired lease from the Assumption List and reject such executory contract or unexpired lease pursuant to the terms of the Plan, at any time through the Effective Date and (b) dispute Cure Claim asserted in connection with assumption of any executory contract or unexpired lease.



4826-9009-2754.2

PLEASE TAKE FURTHER NOTICE THAT if you object to the proposed assumption or assumption and assignment or disagree with the proposed cure claim contained on the Assumption List (the “Cure Claim”), you must file an objection with the Court and serve it no later than 4:00 p.m. (prevailing Central Time) on October 8, 2021 (the “Cure Objection Deadline”). Any objection must (a) be in writing; (b) conform to the Bankruptcy Rules, the local rules of the United States Bankruptcy Court for the Eastern District of Texas, and any orders of the Court; (c) set forth the name and address of the objector and the nature and amount of Cure Claims held or asserted by the objector against the Debtors’ Estates or property; (d) state, with particularity, the legal and factual basis for the objection and, if practicable, a proposed modification that would resolve such objection; and (e) be filed with the Court and served upon the following parties so as to be actually received on or before the Cure Objection Deadline:





PLEASE TAKE FURTHER NOTICE THAT if no objection to (a) the Cure Claim(s)

or (b) the proposed assumption or assumption and assignment of any executory contract or unexpired lease to which you are a counterparty is filed by the Cure Objection Deadline, then (i) you will be deemed to have stipulated that the Cure Claim as determined by the Debtor is correct, (ii) you will be forever barred, estopped, and enjoined from asserting any additional Cure Claim under the proposed assigned executory contract or unexpired lease, and (iii) you will be forever barred, estopped, and enjoined from objecting to any assumption or assumption and assignment of the executory contract or unexpired lease to which you are a counterparty.

PLEASE TAKE FURTHER NOTICE THAT assumption of any executory contract or unexpired lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed executory contract or unexpired lease at any time before the date that the Debtor assumes such executory contract or unexpired lease. Any Proofs of Claim filed with respect to an executory contract or unexpired lease that has been assumed shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Court.

PLEASE TAKE FURTHER NOTICE THAT on the Effective Date, except as otherwise provided in the Plan, all executory contracts or unexpired leases will be deemed rejected, in accordance with the provisions and requirements of Bankruptcy Code §§ 365 and



4826-9009-2754.2

1123, other than: (1) those that are identified on the List of Assumed Executory Contracts and Unexpired Leases attached to the Plan Supplement; (2) those that have previously been assumed by a final order; (3) those that are the subject of a motion to assume an executory contract or unexpired lease that is pending on the Confirmation Date; or (4) those that are subject to a motion to assume an executory contract or unexpired lease pursuant to which the requested effective date of such rejection is after the Effective Date.

PLEASE TAKE FURTHER NOTICE THAT if you are a holder of a Claim in a voting Class as of the voting Record Date, you shall receive a Solicitation Package in accordance with the solicitation procedures set forth in the Disclosure Statement Order. The Plan Supplement, the Disclosure Statement, the Disclosure Statement Order, the Plan, and any documents and materials included in the Solicitation Package may be obtained by: (i) contacting counsel to the Debtors; or (ii) accessing the Debtors’ website at https://cases.stretto.com/spherature/court-docket/. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.


PLEASE REVIEW THE PLAN, THE DISCLOSURE STATEMENT, AND THE PLAN SUPPLEMENT FOR DETAILS REGARDING THE POSSIBLE ASSUMPTION, ASSUMPTION AND ASSIGNMENT, AND REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND THE PLAN’S TREATMENT OF YOUR EXECUTORY CONTRACT OR UNEXPIRED LEASE.

Dated: September [__], 2021 Respectfully Submitted,




EXHIBIT O

Case 20-42492 Doc 435-15 Filed 09/12/21 Entered 09/12/21 16:29:11 DescExhibit O Page 1 of 5

NOTICE OF REJECTION Page 1DM_US 181118249-2.114823.0011

4833-4545-2754.1

NOTICE TO CONTRACT COUNTERPARTIES OF REJECTION

OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

PLEASE TAKE NOTICE THAT on September 12, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors” filed: (a) the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Plan”) [Docket No. ●] and (b) the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Spherature Investments LLC and its Debtor Affiliates (as it may be amended or modified, the “Disclosure Statement”) [Docket No. ●]. On September 12, 2021, the Debtors also filed the Debtors’ Amended Motion for Entry of an Order: (I) Conditionally Approving Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; (III) Establishing Procedures for Submission of Topping Bids; (IV) Approving Certain Forms and Notices; (V) Scheduling a Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan; and (VI) Granting Related Relief [Docket No. ●] (the “Motion”).2

PLEASE TAKE FURTHER NOTICE THAT on [September ●, 2021], the United States Bankruptcy Court for the Eastern District of Texas (the “Court” or “Bankruptcy Court”) entered an order [ECF No. ●] (the “Disclosure Statement Order”) that, among other things, authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors’ Chapter 11 Plan.

PLEASE TAKE FURTHER NOTICE THAT the Disclosure Statement, Disclosure Statement Order, the Plan, and other documents and materials included in the Solicitation Package may be obtained by (a) accessing the Debtors’ website at https://cases.stretto.com/spherature/, (b) writing to the Debtors’ claims agent at the following address: Team Spherature, Stretto, 410 Exchange, Suite 100, Irvine, CA 92602, (c) calling the Debtors’ claims agent at (855) 205-7196 (toll-free) or (949) 537-2232 (international), or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.






4833-4545-2754.1


PLEASE TAKE FURTHER NOTICE THAT the Debtors filed the List of Assumed Executory Contracts and Unexpired Leases [Docket No. [●]] (the “Assumption List”) with the Court as part of the Plan Supplement on September 30, 2021, as contemplated under the Plan. The Debtors or Liquidating Trustee, as applicable, reserve the right to remove an executory contract or unexpired lease from the List of Assumed Executory Contracts and Unexpired Leases and move it to the list of rejected executory contracts and unexpired leases until the later of (a) the date by which objections to the proposed assumption must be filed or (b) if such objection is filed, prior to the date of a decision by the Court with respect to such objection.

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because the Debtors’ records reflect that you may be a party to an executory contract or unexpired lease. Therefore, you are advised to carefully review the information contained in this notice and the related provisions of the Plan, including the Assumption List.

PLEASE TAKE FURTHER NOTICE THAT the Debtors are proposing to reject all executory contract(s) and unexpired lease(s) that are not listed in the Assumption List.

PLEASE TAKE FURTHER NOTICE THAT any objection to the Debtors’ decision to reject an executory contract or unexpired lease must (a) be in writing; (b) conform to the Bankruptcy rules, the local rules of the United States Bankruptcy Court for the Eastern District of Texas, and any orders of the Court; (c) set forth the name and address of the objector and the nature and amount of Claims held or asserted by the objector against the Debtors’ Estates or property; (d) state, with particularity, the legal and factual basis for the objection and, if practicable, a proposed modification that would resolve such objection; and (e) be filed with the Court and served upon the following parties so as to be actually received no later than 4:00 p.m. (prevailing Central Time) on October 8, 2021 (the “Cure Objection Deadline”) by:






4833-4545-2754.1


PLEASE TAKE FURTHER NOTICE THAT if you do not object to the proposed

rejection of any executory contract or unexpired lease to which you are a counterparty by the Cure Objection Deadline, then you will be forever barred, estopped, and enjoined from asserting a future objection with regard to any executory contract or unexpired lease to which you are a counterparty.

PLEASE TAKE FURTHER NOTICE THAT if the Debtors reject an executory contract(s) or unexpired lease(s) to which you are a counterparty, you may be entitled to an unsecured claim for which a Proof of Claim must be filed. Proofs of Claim with respect to Claims arising from the rejection of executory contracts or unexpired leases, if any, must be filed with the Bankruptcy Court within thirty (30) calendar days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an executory contract or unexpired lease not filed within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the applicable Debtor, its Estate, or property of the foregoing parties without the need for any objection by the Debtor, or further notice to, or action, order, or approval of the Bankruptcy Court. Claims arising from the rejection of the Debtor’s executory contracts or unexpired leases shall be classified as Unsecured Claims and shall be treated in accordance with the applicable provisions of the Plan, as applicable.

PLEASE TAKE FURTHER NOTICE THAT on the Effective Date, except as otherwise provided in the Plan, all executory contracts or unexpired leases will be deemed rejected, in accordance with the provisions and requirements of §§ 365 and 1123 of title 11 of the United States Code, other than: (1) those that are identified on the List of Assumed Executory Contracts and Unexpired Leases attached to the Plan Supplement; (2) those that have previously been assumed by a Final Order; (3) those that are the subject of a motion to assume an executory contract or unexpired lease that is pending on the Confirmation Date; or (4) those that are subject to a motion to assume an executory contract or unexpired lease pursuant to which the requested effective date of such rejection is after the Effective Date.

PLEASE TAKE FURTHER NOTICE THAT if you are a holder of a Claim in a voting Class as of the voting Record Date, you shall receive a Solicitation Package in accordance with the procedures established by the Disclosure Statement Order. The Plan Supplement, the Disclosure Statement, the Disclosure Statement Order, the Plan, and any documents and materials included in the Solicitation Package may be obtained by: (i) contacting counsel to the Debtors; or(ii) accessing the Debtors’ website at https://cases.stretto.com/spherature/court-docket/. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.ecf.txeb.uscourts.gov.




4833-4545-2754.1

PLEASE REVIEW THE PLAN, THE DISCLOSURE STATEMENT, AND THE PLAN SUPPLEMENT FOR DETAILS REGARDING THE POSSIBLE ASSUMPTION, ASSUMPTION AND ASSIGNMENT, AND REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND THE PLAN’S TREATMENT OF YOUR EXECUTORY CONTRACT OR UNEXPIRED LEASE.

Dated: September [__], 2021 Respectfully Submitted,


