in the united states bankruptcy court for the...

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

MONTESQUIEU, INC., et al.,1

Debtors.

Chapter 11

Case No. 19-10599 (BLS)

Jointly Administered

Re: D.I. 152 and 175

ORDER (I) APPROVING ON AN INTERIM BASIS THE ADEQUACY OF

DISCLOSURES IN THE COMBINED PLAN AND DISCLOSURE STATEMENT,

(II) SCHEDULING THE CONFIRMATION HEARING AND THE DEADLINE FOR

FILING OBJECTIONS, (III) ESTABLISHING PROCEDURES FOR SOLICITATION

AND TABULATION OF VOTES TO ACCEPT OR REJECT THE COMBINED PLAN

AND DISCLOSURE STATEMENT, AND APPROVING THE FORM OF BALLOT AND

SOLICITATION PACKAGE, (IV) APPROVING THE NOTICE PROCEDURES, AND

(V) CONFIRMING THE PLAN

Upon consideration of the Debtors’ Motion for an Order (I) Approving on an Interim Basis

the Adequacy of Disclosures in the Combined Plan and Disclosure Statement, (II) Scheduling the

Confirmation Hearing and Deadline for Filing Objections, (III) Establishing Procedures for

Solicitation and Tabulation of Votes to Accept or Reject the Combined Plan and Disclosure

Statement, and Approving the Form of Ballot and Solicitation Package, (IV) Approving the Notice

Procedures, and (V) Confirming the Plan (the “Motion”) [D.I. 152];2 and it appearing that this

Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware

dated February 29, 2012; and it appearing that this proceeding is a core proceeding pursuant to 28

1 The Debtors and the last four digits of their respective taxpayer identification numbers include Montesquieu,

Inc. (8069), WG Best Weinkellerei, Inc. dba Montesquieu Winery (California) (0458) and Montesquieu Corp.

(California) (4025). The headquarters and service address for the above-captioned Debtors is 8929 Aero Dr.,

San Diego, California 92123.

2 Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the

Motion.

Case 19-10599-BLS Doc 178 Filed 08/28/19 of 30

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U.S.C. § 157(b)(2); and it appearing that venue of this proceeding and the Motion is proper in this

District pursuant to 28 U.S.C. §§ 1408 and 1409; and due, adequate and sufficient notice of the

Motion having been given; and this Court having reviewed the Motion and having heard the

statements in support of the relief requested therein at a hearing held on August 28, 2019 before

this Court; and it appearing that no other notice need be given; and after due deliberation and

sufficient cause appearing therefor,

THE COURT HEREBY FINDS AS FOLLOWS:

1. The procedures set forth below for the solicitation and tabulation of votes to accept

or reject the Plan provide for a fair and equitable voting process and are consistent with Bankruptcy

Code Section 1126.

2. The contents of the Solicitation Package and Non-Voting Package, as set forth in

the Motion, comply with Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all

interested parties including, without limitation, Holders of Claims against and Equity Interests in

the Debtors.

3. The Ballot substantially in the form attached to the Motion as Exhibit D: (i) is

sufficiently consistent with Official Form B314; (ii) adequately addresses the particular needs of

the Chapter 11 Cases; and (iii) is appropriate for the Voting Classes.

4. The voting instructions and procedures attached to the Ballot provide for a fair and

equitable voting process and are consistent with Bankruptcy Code Section 1126 and the applicable

Bankruptcy Rules.

5. The Ballot need not be provided to Holders of Unclassified Claims, or to Holders

of Secured Claims, Priority Claims, Intercompany Claims, or Equity Interests in Classes 1, 2, 5,


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and 6, as such Non-Voting Classes are either Unimpaired or are conclusively presumed to have

accepted or rejected the Plan in accordance with Bankruptcy Code Sections 1126(f) and (g).

6. The period during which the Debtors may solicit votes to accept or reject the Plan,

as established by this Order, provides sufficient time for Holders of Claims in the Voting Classes

to make informed decisions to accept or reject the Plan, and submit their Ballots in a timely fashion.

7. The notice of Confirmation Hearing substantially in the form attached to the Motion

as Exhibit B (the “Confirmation Hearing Notice”), satisfies the requirements of due process with

respect to all Holders of Claims and Equity Interests, whether known or unknown.

IT IS HEREBY FOUND AND DETERMINED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Plan is approved on an interim basis as containing adequate information under

Bankruptcy Code Section 1125 for solicitation purposes.

3. The Bankruptcy Court shall conduct the Confirmation Hearing for (i) final approval

of the Plan and (ii) confirmation of the Plan. The Confirmation Hearing is hereby scheduled for

September 25, 2019 at 11:30 a.m. (ET).

4. The Debtors shall provide all known creditors and equity security holders with the

Confirmation Hearing Notice. The Confirmation Hearing Notice in substantially the form attached

to the Motion as Exhibit B is approved.

5. The Debtors shall provide all known holders of Claims in the Non-Voting Classes

with notice of Non-Voting Status (the “Non-Voting Status Notice”). The Non-Voting Status

Notice, in substantially the form attached to the Motion as Exhibit C, is approved.

6. The Debtors shall complete service of the Confirmation Hearing Notice within two

days after the date the Court enters the Conditional Approval and Procedures Order (the


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“Solicitation Commencement Date”). The Debtors shall serve the Confirmation Hearing Notice

on: (i) all parties filing a notice of appearance and request for service pursuant to Bankruptcy Rule

2002 in the Chapter 11 Cases, (ii) state and local taxing authorities for all jurisdictions in which

the Debtors did business, (iii) the Internal Revenue Service, (iv) the United States Attorney for the

District of Delaware, (v) holders of Claims or Equity Interests whether in the Voting Classes or in

the Non-Voting Classes, (vi) the United States Trustee, and (vii) all persons or entities listed on

the Debtors’ creditor mailing matrix, on the Solicitation Commencement Date.

7. The Ballot substantially in the form attached to the Motion as Exhibit D is

approved.

8. In order to be counted as votes to accept or reject the Plan, Ballots must be properly

executed, completed and delivered to the Voting Agent by First Class Mail, overnight courier,

messenger, or hand delivery to the following address: Montesquieu Ballot Processing, c/o Stretto,

8269 E. 23rd Avenue, Suite 275, Denver, Colorado 80238. The Voting Agent is also authorized to

accept Ballots via electronic online transmission solely through a customized online balloting

portal on the Debtors’ case website. The encrypted ballot data and audit trail created by such

electronic submission shall become part of the record of any Ballot submitted in this manner and

the creditor’s electronic signature will be deemed to be immediately legally valid and effective.

Ballots submitted via the customized online balloting portal shall be deemed to contain an original

signature.

9. On or before September 20, 2019, Stretto will file a signed declaration setting forth

the final voting results and methodology used to tabulate the votes (the “Voting Declaration”).

10. Each Holder of a Claim in the Voting Classes shall be entitled to vote the amount

of its Claim as of the Voting Record Date. For purposes of voting on the Plan, with respect to all


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Holders of Claims against the Debtors, any Ballot that is timely received from a Holder of a Claim

in the Voting Classes entitled to vote, that contains sufficient information to permit the

identification of the party casting the Ballot, and that is cast as an acceptance or rejection of the

Plan, will be counted and will be deemed to be cast as an acceptance or rejection, as the case may

be, of the Plan. To the extent a Holder of a Claim in the Voting Class has filed (i) duplicate Proofs

of Claim with respect to a single Claim against the Debtors, or (ii) Proofs of Claim amending

previous Proofs of Claim with respect to the Debtors, such Holder of a Claim shall be entitled to

receive only one Solicitation Package and one Ballot for voting such Claim, whether or not the

Debtors have objected to such Claim(s).

11. Notwithstanding the foregoing, the following types of Ballots will not be counted

in determining whether the Plan has been accepted or rejected:

(a) any Ballot received after the Voting Deadline (unless extended by the

Bankruptcy Court or Debtors);

(b) any Ballot that is illegible or contains insufficient information to permit the

identification of the claimant;

(c) 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;

(d) any Ballot cast for a Claim that is scheduled as contingent, unliquidated or

disputed or as zero or unknown in amount and for which no timely motion

was filed pursuant to Bankruptcy Rule 3018(a);

(e) any Ballot that indicates neither an acceptance nor a rejection, or indicates

both an acceptance and rejection of the Plan;

(f) any Ballot that casts part of its vote in the same Class to accept the Plan and

part to reject the Plan;

(g) any form of Ballot other than the official form sent by the Voting Agent;

(h) any form of Ballot received that the Voting Agent cannot match to an

existing database record of a creditor;

(i) any original Ballot that does not contain an original signature;


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(j) any Ballot that is submitted by facsimile; or

(k) any Ballot sent only to the Debtors or the Debtors’ professionals and not the

Voting Agent.

12. Any Class of Claims or Equity Interests that does not contain, as of the date of

commencement of the Confirmation Hearing, a Holder of an Allowed Claim or Equity Interest or

a Claim temporarily Allowed under Bankruptcy Rule 3018 (i.e., no Ballots are cast in a Class

entitled to vote on the Plan), shall be deemed deleted from the Plan for all purposes, including for

purposes of: (i) voting on the acceptance or rejection of the Plan; and (ii) determining acceptance

or rejection of the Plan by such Class under Bankruptcy Code section 1129(a)(8).

13. Upon completion of the balloting, the Voting Agent shall certify the amount and

number of allowed claims included in the Voting Class accepting or rejecting the Plan. The

Debtors shall cause such certification to be filed with the Court prior to the commencement of the

Confirmation Hearing.

14. If any Holder of a Claim seeks to challenge the allowance of its claim for voting

purposes, such Holder must file a motion, pursuant to Bankruptcy Rule 3018(a), for an order

temporarily allowing its claim in a different amount or classification for purposes of voting to

accept or reject the Plan (a “Rule 3018 Motion”) and serve the Rule 3018 Motion on the Debtors

so that it is received no later than September 16, 2019 at 4:00 p.m. (ET). The Debtors (and, with

respect to filing a response, any other party in interest) shall then have until September 23, 2019

at 4:00 p.m. (ET) to file and serve any responses to Rule 3018 Motions (a “Rule 3018 Response”)

and will use reasonable efforts to set the Rule 3018 Motion for hearing before the Confirmation

Hearing. If the Court is unable to hear the Rule 3018 Motion before the Confirmation Hearing,

such Rule 3018 Motion will be adjudicated as part of the Confirmation Hearing.


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15. For purposes of filing the Voting Declaration, the Voting Agent shall tabulate the

vote based on a claim subject to a Rule 3018 Motion in the amount as allowed (for voting purposes)

by the Court after notice and a hearing. If the Court does not conduct a hearing on a Rule 3018

Motion or otherwise issue a ruling on the Rule 3018 Motion by the date the Voting Agent is

required to file the Voting Declaration, the Voting Agent shall tabulate the vote based on the

amount of the Holder’s Claim as of the Voting Record Date.

16. The Confirmation Hearing may be continued from time to time by the Debtors

without further notice other than by (i) announcing the adjourned date(s) at the Confirmation

Hearing (or any continued hearing) or (ii) filing a notice with the Court.

17. Objections to final approval and confirmation of the Plan on any ground, including

adequacy of the disclosures therein, if any, must: (i) be in writing, (ii) comply with the Bankruptcy

Rules and the Local Rules, and (iii) be filed with the Clerk of the Court, 824 North Market Street,

3rd Floor, Wilmington, Delaware 19801, with a copy served upon: (a)(1) counsel to the Debtors,

Fox Rothschild LLP, 919 N. Market Street, Suite 300, Wilmington, DE 19801 (Attn: Mette Kurth,

Esq.; Thomas M. Horan, Esq.; and Johnna M. Darby, Esq.); and (b) the Office of the United States

Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801 (Attn: Linda Richenderfer, Esq.) so

that they are received no later than September 16, 2019 at 4:00 p.m. (ET).

18. Pursuant to Bankruptcy Rule 3017(d), August 28, 2019 shall be the record date for

purposes of determining (i) the Holders of Claims in (a) the Voting Classes, who will receive

Solicitation Packages and are entitled to vote to accept or reject the Plan, and (b) the Non-Voting

Classes, who will receive a Non-Voting Package and are not entitled to vote to accept or reject the

Plan, and (ii) whether Claims have been properly assigned or transferred to an assignee pursuant

to Bankruptcy Rule 3001(e) such that the assignee can vote to accept or reject the Plan as the


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Holder of the Claim (the “Voting Record Date”). With respect to any transferred Claim, the

transferee shall be entitled to receive a Solicitation Package and cast a Ballot on account of the

transferred Claim only if the parties have completed all actions necessary to effectuate the transfer

of the Claim pursuant to Bankruptcy Rule 3001(e) by the Voting Record Date as set forth above.

The amount of each Holder’s Claim shall be determined for solicitation and voting purposes as of

the Voting Record Date.

19. The Voting Agent shall mail the Solicitation Package on the Solicitation

Commencement Date to the Voting Classes containing copies of:

a. the Plan and all other exhibits annexed thereto, which shall be distributed

via USB flash drive instead of printed copies;

b. the Confirmation Hearing Notice;

c. a Ballot to accept or reject the Plan along with a pre-addressed, postage

prepaid return envelope; and

d. such other materials as the Court may direct or approval, including any

supplemental solicitation materials the Debtors may file with the Court.

20. The Voting Agent shall mail the Non-Voting Package which shall consist of: (i)

the Confirmation Hearing Notice, and (ii) a Non-Voting Status Notice. This distribution shall be

for information purposes only and not for solicitation since such Creditors and Interest Holders

shall not be entitled to vote on the Plan or shall be deemed to have accepted or rejected the Plan,

as applicable. The notice to Non-Voting Classes is hereby approved. Debtors’ request to reduce

the period required by Federal Rule of Bankruptcy Procedure 2002(b) by two (2) business days in

accordance with Federal Rule of Bankruptcy Procedure 9006 is approved if needed.

21. The Debtors are authorized to make non-substantive and ministerial changes to the

Plan, the Ballots, the Notices, and any related documents without further order of the Court


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including, without limitation, changes to correct typographical and grammatical errors and to make

nonmaterial conforming changes among the Plan, and any other materials in the Solicitation

Packages and/or the Non-Voting Packages, as applicable, prior to the distribution of such

materials. The Debtors will provide notice of any such changes to the Office of the United States

Trustee.

22. The Debtors are authorized to take or refrain from taking any action necessary or

appropriate to implement the terms of, and the relief granted in, this Order without seeking further

order of the Court.

23. The Court shall retain jurisdiction as to all matters relating to the interpretation,

implementation, and enforcement of this Order.

24. This Order is effective immediately upon entry.

[Remainder of page intentionally left blank.]


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25. The following milestone dates are approved:

Timetable and Proposed Schedule for the Plan Solicitation Procedures

Solicitation Procedures and Conditional

Disclosure Statement Hearing (the

“Solicitation Procedures Hearing”)

August 28, 2019, at 11:00 a.m. (ET)

Solicitation Procedures Hearing Objection

Deadline

August 21, 2019 at 4:00 p.m. (ET)

Voting Record Date August 28, 2019

Solicitation Commencement Date August 30, 2019

Deadline to File Plan Supplement September 12, 2019

Voting Deadline for Plan September 19, 2019

Confirmation Objection Deadline September 16, 2019 at 4:00 p.m. (ET)

Deadline to File Voting Tabulations Affidavit September 20, 2019 at 4:00 p.m. (ET)

Deadline to File Confirmation Brief and

Supporting Evidence and Respond to

Objections to the Plan

September 23, 2019 at 4:00 p.m. (ET)

Confirmation Hearing September 25, 2019, at 11:30 a.m. (ET)

Dated: August 28th, 2019Wilmington, Delaware

BRENDAN L. SHANNON UNITED STATES BANKRUPTCYJUDGE


EXHIBIT B

Confirmation Hearing Notice




In re:


Debtors.

Chapter 11

Case No. 19-10599 (BLS)


NOTICE OF (I) APPROVAL ON INTERIM BASIS OF COMBINED PLAN AND

DISCLOSURE STATEMENT AS CONTAINING ADEQUATE INFORMATION

FOR SOLICITATION PURPOSES (II) DEADLINE FOR CASTING VOTES TO

ACCEPT OR REJECT THE COMBINED PLAN AND DISCLOSURE STATEMENT,

AND (III) THE CONFIRMATION HEARING TO CONSIDER (A) FINAL

APPROVAL OF THE COMBINED PLAN AND DISCLOSURE STATEMENT AND

(B) CONFIRMATION OF THE COMBINED PLAN AND DISCLOSURE

STATEMENT

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. On August 28, 2019, the above-captioned debtors and debtors in possession (the

“Debtors”) filed their Amended Combined Disclosure Statement and Chapter 11 Plan of

Liquidation [Docket No. 175] (as may be amended, modified and/or supplemented, the “Plan”).2

2. On August 28, 2019, after a hearing (the “Solicitation Procedures Hearing”) to

consider whether the Plan contains adequate information and seeking approval of the solicitation

procedures contemplated by the Plan (the “Solicitation Procedures”), the Court entered an order

approving on an interim basis the disclosure provided in the Plan, and approving the Solicitation

Procedures (the “Conditional Approval and Procedures Order”) [Docket No. [ ]].

3. A hearing (the “Confirmation Hearing”) to consider final approval and

confirmation of the Plan will be held before The Honorable Brendan Linehan Shannon, United

States Bankruptcy Judge, on the 5th floor of the Bankruptcy Court, Courtroom No. 6, 824 North

Market Street, Wilmington, Delaware 19801, September 25, 2019 at 11:30 a.m. (ET). The

Confirmation Hearing may be continued from time to time without further notice other than the

announcement by the Debtors in open court of the adjourned date(s) at the Confirmation Hearing

or any continued hearing or as indicated in any notice filed with the Bankruptcy Court. The Plan





2 Capitalized terms used but otherwise not defined in this Confirmation Hearing Notice have meanings ascribed

to such terms in the Conditional Approval and Procedures Order, or the Plan, as applicable.


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may be amended, supplemented or modified from time to time, if necessary, in accordance with

the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and other applicable law,

before, during, or as a result of the Confirmation Hearing, without further notice to Creditors or

other parties in interest.

4. Pursuant to the Conditional Approval and Procedures Order, the Bankruptcy Court

established September 19, 2019 at 4:00 p.m. (ET) (the “Voting Deadline”) as the deadline by

which Ballots accepting or rejecting the Plan must be received. To be counted, your original

Ballots must actually be received on or before the Voting Deadline by the Voting Agent, at

Montesquieu Ballot Processing, c/o Stretto, 8269 E. 23rd Avenue – Suite 275, Denver, CO 80238

and must be sent by first class mail, overnight courier, messenger, or hand delivery. The Voting

Agent is also authorized to accept Ballots via electronic online transmission solely through a

customized online balloting portal on the Debtors’ case website. The encrypted ballot data and

audit trail created by such electronic submission shall become part of the record of any Ballot

submitted in this manner and the creditor’s electronic signature will be deemed to be immediately

legally valid and effective. Ballots submitted via the customized online balloting portal shall be

deemed to contain an original signature.

5. If you hold a Claim against the Debtors as of August 28, 2019 (the “Voting Record

Date”) and are entitled to vote to accept or reject the Plan, you have received with this

Confirmation Hearing Notice a Ballot and voting instructions appropriate for your Claim. You

should carefully read the Plan and all documents attendant thereto. For your Ballot to be counted,

you must complete all required information on the Ballot, execute the Ballot, and return the

completed Ballot with original signature to the address indicated on the instructions accompanying

your Ballot, so as to be actually received by the Voting Agent by the Voting Deadline. Any

failure to follow the voting instructions included with the Ballot may disqualify your Ballot and

your vote.

6. If you have not received a Ballot and are entitled to vote on the Plan, you may

request a Ballot and voting instructions appropriate for your Claim from the Voting Agent by (a)

visiting the Debtors’ case website (http://case.stretto.com/wgbest); or (b) telephoning the Voting

Agent at 855-378-6886. All submitted Ballots will be tabulated according to the rules set forth in

the Conditional Approval and Procedures Order.

7. The Debtors will, by no later than September 12, 2019, file and serve any Plan

Supplement on all parties receiving package soliciting votes to confirm the Plan. The Plan

Supplement will be available on the Voting Agent’s website at https://case.stretto.com/wgbest.

8. Objections, if any, to Confirmation of the Plan, including any supporting

memoranda, must (i) be made in writing; (ii) state the name and address of the objecting party and

the nature of the Claim or Equity Interest of such party; (iii) state with particularity the legal and

factual basis and nature of any objection to the Plan; and (iv) be filed with the Bankruptcy Court,

together with proof of service, and served so that they are received on or before September 16,

2019 at 4:00 p.m. (ET) (the “Confirmation Objection Deadline”) by the following parties: (a)(1)

counsel to the Debtors, Fox Rothschild LLP, 919 N. Market Street, Suite 300, Wilmington, DE

19801 (Attn: Mette Kurth, Esq.); and (b) the Office of the United States Trustee, 844 King Street,

Suite 2207, Wilmington, DE 19801 (Attn: Linda Richenderfer, Esq.) Objections not timely filed


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and served in the manner set forth in the Conditional Approval and Procedures Order shall not be

considered and shall be deemed overruled.

9. The Plan is on file with the Clerk of the Bankruptcy Court and may be examined

by any interested party at the Clerk’s office at any time during regular business hours or by

accessing the Voting Agent by (a) visiting the Debtors’ case website

(https://case.stretto.com/wgbest); or (b) telephoning the Voting Agent at 855-378-6886. In

addition, copies of the Plan may be obtained at or viewed on the Bankruptcy Court’s website

(http://www.deb.uscourts.gov) by following the directions for accessing the ECF system on such

website.

SUMMARY OF PLAN TREATMENT OF CLAIMS AND EQUITY INTERESTS

8. The Plan proposes to modify the rights of certain Creditors and Equity Interest

Holders of the Debtors. The classification and treatment of Claims and Equity Interests under the

Plan is described generally below.

CLASS 1 – SECURED CLAIMS.

(a) Classification: Class 1 consists of Secured Claims against the

Debtors.

(b) Treatment: Except to the extent that a Holder of a Secured Claim

agrees to less favorable treatment, each Holder of such Allowed Secured Claim shall be paid in

full in Cash on the Effective Date or as soon as reasonably practicable thereafter; provided,

however, that Class 1 Claims incurred by the Debtors in the ordinary course of business may be

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

agreements relating thereto in the discretion of the Disbursing Agent without further notice to or

Order of the Bankruptcy Court.

CLASS 2 – PRIORITY CLAIMS.

(a) Classification: Class 2 consists of Priority Claims against the

Debtors.

(b) Treatment: Except to the extent that a Holder of a Priority Claim

agrees to less favorable treatment, each Holder of such Allowed Priority Claim shall be paid in

full in Cash on the Effective Date or as soon as reasonably practicable thereafter; provided,

however, that Class 2 Claims incurred by the Debtors in the ordinary course of business may be

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

agreements relating thereto in the discretion of the Disbursing Agent without further notice to or

Order of the Bankruptcy Court.

CLASS 3 – GENERAL UNSECURED CLAIMS.

(a) Classification: Class 3 consists of General Unsecured Claims

against the Debtors, other than the Class 4 General Unsecured Claims (Spirit of the East Debt).


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(b) Treatment: Except to the extent that a Holder of an Allowed General

Unsecured Claim agrees to less favorable treatment, in full and final satisfaction, settlement,

release, and discharge of and in exchange for each Allowed General Unsecured Claim, on the later

of (a) the Effective Date and (b) the date on which such General Unsecured Claim becomes

Allowed, or as soon as practicable thereafter, each Holder of an Allowed General Unsecured Claim

shall be paid its pro rata share of assets available for distribution for Holders of Allowed General

Unsecured Claims. Unless otherwise provided by an Order of the Bankruptcy Court, no fees or

penalties of any kind shall be paid to the holders of Allowed General Unsecured Claims.

CLASS 4 – GENERAL UNSECURED CLAIM (SPIRIT OF THE EAST

DEBT).

(a) Classification: Class 4 consists of the General Unsecured Claim

(Spirit of the East Debt) against the Debtors.

(b) Treatment: . Except to the extent that the Holder of the Allowed

General Unsecured Claim (Spirit of the East Debt) agrees to less favorable treatment, in full and

final satisfaction, settlement, release, and discharge of and in exchange for the Allowed General

Unsecured Claim (Spirit of the East Debt), distributions on account of the Allowed General

Unsecured Claim (Spirit of the East Debt) shall be made in accordance with the Agreement and

section 2.9 of this Plan

CLASS 5 – INTERCOMPANY CLAIMS

(a) Classification: Class 5 consists of Intercompany Claims against the

Debtors.

(b) Treatment: In full satisfaction, settlement, release, and discharge of

and in exchange for Intercompany Claims against the Debtors, except as otherwise provided

herein, Holders of Intercompany Claims against the Debtors shall receive no distribution on

account of such Intercompany Claim.

CLASS 6 – EQUITY INTERESTS.

(a) Classification: Class 6 consists of Equity Interests in the Debtors.

(b) Treatment: Equity Interests shall be cancelled under the Plan.

10. Pursuant to Article XVII of the Plan, the Debtors seek approval of the following

releases, injunction and exculpation provisions:

Section 17.2 Injunction

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PLAN OR

IN THE CONFIRMATION ORDER, ON AND AFTER THE EFFECTIVE

DATE, PURSUANT TO BANKRUPTCY CODE SECTION 1141(D), ALL

ENTITIES WHO HAVE HELD, HOLD, OR MAY HOLD CLAIMS,

RIGHTS, CAUSES OF ACTION, LIABILITIES, OR ANY EQUITY


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INTERESTS BASED UPON ANY ACT OR OMISSION, TRANSACTION,

OR OTHER ACTIVITY OF ANY KIND OR NATURE RELATED TO THE

DEBTORS OR THE CHAPTER 11 CASES THAT OCCURRED PRIOR TO

THE EFFECTIVE DATE, REGARDLESS OF THE FILING, LACK OF

FILING, ALLOWANCE OR DISALLOWANCE OF SUCH A CLAIM OR

EQUITY INTEREST, AND ANY SUCCESSORS, ASSIGNS OR

REPRESENTATIVES OF SUCH ENTITIES, SHALL BE PRECLUDED

AND PERMANENTLY AND COMPLETELY ENJOINED ON AND AFTER

THE EFFECTIVE DATE FROM (A) ENFORCING, ATTACHING,

COLLECTING, OR RECOVERING BY ANY MANNER OF MEANS ANY

JUDGMENT, AWARD, DECREE, OR ORDER WITH RESPECT TO ANY

CLAIM, EQUITY INTEREST, OR ANY OTHER RIGHT OR CLAIM

AGAINST THE DEBTORS, THE REORGANIZED DEBTORS, OR ANY

ASSETS OR PROPERTY OF THE DEBTORS OR THE REORGANIZED

DEBTORS OTHER THAN AS EXPRESSLY PERMITTED UNDER THIS

PLAN OR THE CONFIRMATION ORDER, (B) THE CREATING,

PERFECTING, OR ENFORCING ANY LIEN OR OTHER

ENCUMBRANCE OF ANY KIND WITH RESPECT TO ANY CLAIM,

EQUITY INTEREST, OR ANY OTHER RIGHT OR CLAIM AGAINST

THE DEBTORS, THE REORGANIZED DEBTORS, OR ANY ASSETS OR

PROPERTY OF THE DEBTORS OR THE REORGANIZED DEBTORS

OTHER THAN AS EXPRESSLY PERMITTED UNDER THIS PLAN OR

THE CONFIRMATION ORDER, (C) ASSERTING ANY RIGHT OF

SETOFF AGAINST ANY OBLIGATION DUE FROM THE DEBTORS OR

AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF THE

DEBTORS ON ACCOUNT OF ANY SUCH CLAIM OR EQUITY

INTEREST, OTHER THAN AS EXPRESSLY PERMITTED UNDER THIS

PLAN OR THE CONFIRMATION ORDER, (D) ASSERTING ANY

CLAIMS OR EQUITY INTERESTS THAT ARE RELEASED HEREBY, (E)

ACTING OR PROCEEDING IN ANY MANNER, IN ANY PLACE

WHATSOEVER, THAT DOES NOT COMPLY WITH OR IS

INCONSISTENT WITH THE PROVISIONS OF THIS PLAN, THE

CONFIRMATION ORDER, OR THE DISCHARGE PROVISIONS OF

BANKRUPTCY CODE SECTION 1141 , AND (F) TAKING ANY ACTIONS

TO INTERFERE WITH THE IMPLEMENTATION OR

CONSUMMATION OF THIS PLAN OR EXECUTION OF THE

CONFIRMATION ORDER.

Section 17.3 Debtors’ Releases

EXCEPT AS EXPRESSLY PROVIDED IN THIS PLAN, UPON THE

EFFECTIVE DATE, FOR GOOD AND VALUABLE CONSIDERATION,

THE ADEQUACY OF WHICH IS HEREBY CONFIRMED, THE

RELEASED PARTIES ARE RELEASED BY THE DEBTORS, THE

ESTATES, AND THE REORGANIZED DEBTORS FROM ANY AND ALL

CLAIMS, OBLIGATIONS, RIGHTS, SUITS, DAMAGES, CAUSES OF

ACTION, REMEDIES, AND LIABILITIES WHATSOEVER, INCLUDING


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ANY DERIVATIVE CLAIMS OR CAUSES OF ACTION THAT HAVE

BEEN OR COULD HAVE BEEN ASSERTED ON BEHALF OF THE

DEBTORS, THE ESTATES, OR THE REORGANIZED DEBTORS,

WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR

CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN,

FORESEEN OR UNFORESEEN, THEN EXISTING OR THEREAFTER

ARISING, IN LAW, EQUITY, OR OTHERWISE, THAT THE DEBTORS,

THE ESTATES, OR THE REORGANIZED DEBTORS, OR ANY PERSON

CLAIMING DERIVATIVELY THROUGH OR ON BEHALF OF THE

DEBTORS, THE ESTATES, OR THE REORGANIZED DEBTORS,

WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT IN THEIR

OWN RIGHT (WHETHER INDIVIDUALLY OR COLLECTIVELY) OR

ON BEHALF OF THE HOLDER OF ANY CLAIM OR EQUITY INTEREST

OR OTHER PERSON, BASED IN WHOLE OR IN PART UPON ANY ACT

OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER

OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE

DATE IN ANY WAY RELATING TO THE DEBTORS, THE CHAPTER 11

CASES, THE ESTATES, THE CONDUCT OF THE DEBTORS’

BUSINESSES, THE SPIRIT OF THE EAST DEBT, OR THIS PLAN

(OTHER THAN THE RIGHTS OF THE DEBTORS AND THE

REORGANIZED DEBTORS TO ENFORCE THIS PLAN AND THE

CONTRACTS, INSTRUMENTS, RELEASES, INDENTURES, AND

OTHER AGREEMENTS OR DOCUMENTS DELIVERED

THEREUNDER), EXCEPT FOR ACTS CONSTITUTING FRAUD,

WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE AS DETERMINED

BY FINAL ORDER.

Definition of Released Parties: Fonda Hopkins, in her individual capacity, the Debtors, and the

Debtors’ current directors, officers, employees, advisors, attorneys, professionals, and agents

(but solely in their respective capacities as such and provided that they acted or were employed

in such capacity during the Chapter 11 Cases).

Section 17.4 Third Party Releases

EXCEPT AS EXPRESSLY PROVIDED IN THIS PLAN, AS OF THE EFFECTIVE

DATE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,

FOR GOOD AND VALUABLE CONSIDERATION, EACH HOLDER OF A

CLAIM OR EQUITY INTEREST SHALL BE DEEMED TO RELEASE, AND

FOREVER WAIVE AND DISCHARGE ANY AND ALL CLAIMS,

OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS,

RIGHTS, CAUSES OF ACTION, AND LIABILITIES (OTHER THAN THE

RIGHTS TO ENFORCE THE DEBTORS’ OR THE REORGANIZED DEBTORS’

OBLIGATIONS UNDER ANY ORDER OF THE BANKRUPTCY COURT, THIS

PLAN, AND THE SECURITIES, CONTRACTS, INSTRUMENTS, RELEASES,

AND OTHER AGREEMENTS AND DOCUMENTS DELIVERED

THEREUNDER), WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR

CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN,


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FORESEEN OR UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING,

IN LAW, EQUITY, OR OTHERWISE THAT ARE BASED IN WHOLE OR IN

PART ON ANY ACT, OMISSION, TRANSACTION, EVENT, OR OTHER

OCCURRENCE TAKING PLACE ON OR PRIOR TO THE EFFECTIVE DATE

IN ANY WAY RELATING TO THE DEBTORS, THE CHAPTER 11 CASES, THE

ESTATES, THE CONDUCT OF THE DEBTORS’ BUSINESSES, THE SPIRIT OF

THE EAST DEBT OR OTHER CLAIMS AGAINST THE DEBTORS, OR THIS

PLAN (OTHER THAN THE RIGHTS OF THE DEBTORS AND THE

REORGANIZED DEBTORS TO ENFORCE THIS PLAN AND THE

CONTRACTS, INSTRUMENTS, RELEASES, INDENTURES, AND OTHER

AGREEMENTS OR DOCUMENTS DELIVERED THEREUNDER), AGAINST

ANY RELEASED PARTY, EXCEPT FOR ACTS CONSTITUTING FRAUD,

WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE AS DETERMINED BY A

FINAL ORDER.

HOWEVER, IF YOU VOTE TO ACCEPT OR REJECT THE PLAN, YOU MAY

OPT OUT OF THE RELEASES PROVIDED IN SECTION 17.4 OF THE PLAN BY

CHECKING THE OPT-OUT BOX ON YOUR PLAN BALLOT. IF YOU CHECK

THE OPT-OUT BOX ON YOUR PLAN BALLOT, YOU WILL NOT BE BOUND

BY RELEASES SET FORTH IN SECTION 17.4 OF THE PLAN.

IF YOU VOTE TO ACCEPT OR REJECT THE PLAN AND DO NOT CHECK THE

OPT-OUT BOX ON YOUR PLAN BALLOT, YOU WILL BE DEEMED TO

CONSENT TO THE RELEASES SET FORTH IN SECTION 17.4 OF THE PLAN.

IF YOU ABSTAIN FROM VOTING ON THE PLAN EITHER (1) BY NOT

SUBMITTING A BALLOT OR (2) BY SUBMITTING A BALLOT AND NOT

VOTING TO EITHER ACCEPT OR REJECT THE PLAN, AND YOU DO NOT

CHECK THE OPT-OUT BOX ON YOUR PLAN BALLOT, YOU WILL BE

BOUND BY THE RELEASES SET FORTH IN SECTION 17.4 OF THE PLAN.

Section 17.5 Exculpation and Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED BY THIS PLAN OR THE

CONFIRMATION ORDER, ON THE EFFECTIVE DATE, THE DEBTORS

AND EACH OF THEIR RESPECTIVE CURRENT OR FORMER

MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS,

ATTORNEYS, PROFESSIONALS, AGENTS, PARTNERS,

STOCKHOLDERS, OR ANY OF THEIR SUCCESSORS AND ASSIGNS

WHO ACTED OR WERE EMPLOYED IN SUCH CAPACITIES DURING

THE CHAPTER 11 CASES SHALL NOT HAVE OR INCUR AND ARE

HEREBY EXCULPATED FROM ANY CLAIMS, OBLIGATIONS,

RIGHTS, CAUSES OF ACTION, AND LIABILITIES FOR ANY ACT OR

OMISSION IN CONNECTION WITH, OR ARISING OUT OF, THE

CHAPTER 11 CASES, INCLUDING, WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, THE FORMULATION,

PREPARATION, DISSEMINATION, IMPLEMENTATION,


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CONFIRMATION OR APPROVAL OF THIS PLAN, OR ANY

COMPROMISES OR SETTLEMENTS CONTAINED THEREIN, OR ANY

CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR

DOCUMENT PROVIDED FOR OR CONTEMPLATED IN CONNECTION

WITH THE CONSUMMATION OF THE TRANSACTIONS SET FORTH

IN THIS PLAN, EXCEPT FOR ACTS OR OMISSIONS WHICH

CONSTITUTE FRAUD, WILLFUL MISCONDUCT, OR GROSS

NEGLIGENCE AS DETERMINED BY FINAL ORDER, AND ALL SUCH

PERSONS, IN ALL RESPECTS, SHALL BE ENTITLED TO RELY UPON

THE ADVICE OF COUNSEL WITH RESPECT TO THEIR DUTIES AND

RESPONSIBILITIES UNDER THIS PLAN AND UNDER THE

BANKRUPTCY CODE.

Section 17.6 Waiver of Statutory Limitation on Releases

THE LAWS OF SOME STATES (FOR EXAMPLE, CALIFORNIA CIVIL

CODE § 1542) PROVIDE, IN WORDS OR SUBSTANCE THAT A

GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS

OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,

WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY

AFFECTED HIS OR HER DECISION TO RELEASE. THE RELEASING

PARTIES IN EACH OF SECTIONS 17.3, 17.4, AND 17.5 OF THIS PLAN

ARE DEEMED TO HAVE WAIVED ANY RIGHTS THEY MAY HAVE

UNDER SUCH STATE LAWS AS WELL AS UNDER ANY OTHER

STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

Dated August 28, 2019 FOX ROTHSCHILD LLP

/s/ Mette H. Kurth

Mette H. Kurth (DE Bar No. 6491)

Thomas M. Horan (DE Bar No. 4641)

Johnna M. Darby (DE Bar No. 5153)

919 N. Market St., Suite 300

Wilmington, DE 19899-2323

Telephone: (302) 654-7444

E-mail: [email protected]



Counsel to the Debtors and Debtors-in-

Possession


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EXHIBIT C

Notice of Non-Voting Status


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In re:


Debtors.

Chapter 11

Case No. 19-10599 (BLS)


NOTICE OF NON-VOTING STATUS AND NOTICE OF (I) APPROVAL ON

INTERIM BASIS OF COMBINED PLAN AND DISCLOSURE STATEMENT AS

CONTAINING ADEQUATE INFORMATION FOR SOLICITATION

PURPOSES, (II) THE CONFIRMATION HEARING TO CONSIDER (A) FINAL

APPROVAL OF THE COMBINED PLAN AND DISCLOSURE

STATEMENT AND (B) CONFIRMATION OF THE COMBINED PLAN AND

DISCLOSURE STATEMENT, AND (III) DEADLINE TO FILE

OBJECTIONS TO CONFIRMATION OF THE COMBINED

PLAN AND DISCLOSURE STATEMENT

TO: ALL HOLDERS OF CLAIMS OR INTERESTS IN CLASSES 1, 2, 5, AND 6

PLEASE TAKE NOTICE OF THE FOLLOWING:

CONDITIONAL APPROVAL OF DISCLOSURE STATEMENT AND PLAN

1. On August 28, 2019, the above-captioned debtors and debtors in possession (the


Liquidation [Docket No. 175] (as may be amended, modified and/or supplemented, the “Plan”).2

2. On August 28, 2019, after a hearing (the “Solicitation Procedures Hearing”) to

consider whether the Plan contains adequate information and seeking approval of the solicitation

procedures contemplated by the Plan (the “Solicitation Procedures”), the Court entered an order

approving on an interim basis the disclosure provided in the Plan, and approving the Solicitation

Procedures (the “Conditional Approval and Procedures Order”) [Docket No. [ ]].

3. A hearing (the “Confirmation Hearing”) to consider final approval and

confirmation of the Plan will be held before The Honorable Brendan Linehan Shannon, United





2 Capitalized terms used but otherwise not defined in this Confirmation Hearing Notice have meanings ascribed

to such terms in the Conditional Approval and Procedures Order, or the Plan, as applicable.


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States Bankruptcy Judge, on the 5th floor of the Bankruptcy Court, Courtroom No. 6, 824 North

Market Street, Wilmington, Delaware 19801, on September 25, 2019 at 11:30 a.m. (ET). The

Confirmation Hearing may be continued from time to time without further notice other than the

announcement by the Debtors in open court of the adjourned date(s) at the Confirmation Hearing

or any continued hearing or as indicated in any notice filed with the Court. The Plan may be

amended, supplemented or modified from time to time, if necessary, in accordance with the

Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and other applicable law, before,

during, or as a result of the Confirmation Hearing, without further notice to Creditors or other

parties in interest.

ENTITLEMENT TO VOTE ON THE PLAN

4. In accordance with the terms of the Plan, and the Bankruptcy Code, Administrative

Expense Claims, Professional Claims, Priority Tax Claims, and the U.S. Trustee Fees (collectively,

the “Unclassified Claims”) are unclassified and are not entitled to vote on the Plan. Also, Holders

of Claims in Classes 1 and 2 under the Plan (collectively, the “Unimpaired Claims”) are

Unimpaired by the Plan. As such, the Unimpaired Claims are (i) deemed to have accepted the

Plan, and (ii) not entitled to vote to accept or reject the Plan. Holders of Claims and Equity Interests

in Classes 5 and 6 (the “Deemed Rejecting Classes,” and together with the Unimpaired Claims

and the Unclassified Claims, the “Non-Voting Classes”) will not receive any Distribution under

the Plan and, therefore, are (i) deemed to have rejected the Plan, and (ii) not entitled to vote to

accept or reject the Plan. You are receiving this Notice because (i) you are either a Holder of an

Unclassified Claim or an Unimpaired Claim and, therefore, are not entitled to vote on the Plan; or

(ii) you are a Holder of a Claim or Equity Interest in a Deemed Rejecting Class and, therefore, are

not entitled to vote on the Plan. Members of Deemed Rejecting Classes are not bound by the Third

Party Releases set forth in Section 17.4 of the Plan.

DEADLINE FOR OBJECTIONS TO CONFIRMATION OF THE PLAN

5. Notwithstanding the fact that you are not entitled to vote to accept or reject the Plan,

you nevertheless may be a party in interest in the Chapter 11 Cases and you, therefore, may be

entitled to participate in the Chapter 11 Cases, including by filing objections to Confirmation of

the Plan. Objections, if any, to Confirmation of the Plan, including any supporting memoranda,

must (i) be made in writing; (ii) state the name and address of the objecting party and the nature

of the Claim or Interest of such party; (iii) state with particularity the legal and factual basis and

nature of any objection to the Plan; and (iv) be filed with the Court, together with proof of service,

and served so that they are received on or before September 16, 2019 at 4:00 p.m. (ET) (the

“Confirmation Objection Deadline”) by the following parties: (a)(1) counsel to the Debtors, Fox

Rothschild LLP, 919 N. Market Street, Suite 300, Wilmington, DE 19801 (Attn: Mette Kurth,

Esq.; Thomas M. Horan, Esq.; and Johnna M. Darby, Esq.); and (b) the Office of the United States

Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801 (Attn: Linda Richenderfer, Esq).

Objections not timely filed and served in the manner set forth in the Conditional Approval and

Procedures Order shall not be considered and shall be deemed overruled.


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OBJECTIONS TO CONFIRMATION OF THE PLAN NOT TIMELY FILED AND

SERVED IN THE MANNER SET FORTH HEREIN MAY NOT BE CONSIDERED BY

THE BANKRUPTCY COURT AND MAY BE OVERRULED WITHOUT FURTHER

NOTICE.

COPIES OF THE PLAN

6. The Plan and other related pleadings are on file with the Clerk of the Bankruptcy

Court and may be examined by any interested party at the Clerk’s office at any time during regular

business hours or by visiting the Debtors’ case website (https://case.stretto.com/wgbest). Parties

in interest also may request copies of the Plan and related documents by a writing addressed to

Stretto, Voting Agent, 8269 E. 23rd Avenue, Suite 275, Denver, Colorado 80238. In addition,

copies of the Plan and other related pleadings may be obtained at or viewed on the Bankruptcy

Court’s website (http://www.deb.uscourts.gov) by following the directions for accessing the ECF

system on such website.

Dated: August 28, 2019 FOX ROTHSCHILD LLP

/s/ Mette H. Kurth

Mette H. Kurth (DE Bar No. 6491)

Thomas M. Horan (DE Bar No. 4641)

Johnna M. Darby (DE Bar No. 5153)

919 N. Market St., Suite 300

Wilmington, DE 19899-2323

Telephone: (302) 654-7444




Counsel to the Debtors and Debtors-in-

Possession


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EXHIBIT D

Form of Ballot


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In re:


Debtors.

Chapter 11

Case No. 19-10599 (BLS)


BALLOT FOR VOTING ON COMBINED PLAN AND DISCLOSURE STATEMENT

FOR HOLDERS OF CLAIMS IN CLASS 3 AND CLASS 4

CLASS 3 – GENERAL UNSECURED CLAIMS

CLASS 4 – GENERAL UNSECURED CLAIMS (SPIRIT OF THE EAST DEBT)

PLEASE READ CAREFULLY AND FOLLOW THE ENCLOSED

INSTRUCTIONS FOR COMPLETING THIS BALLOT BEFORE

COMPLETING THIS BALLOT.

THE BALLOT MUST BE COMPLETED, EXECUTED AND RETURNED

SO THAT IT IS ACTUALLY RECEIVED BY THE VOTING AGENT, BY

5:00 P.M. (PREVAILING EASTERN TIME) ON ________________ (THE

“VOTING DEADLINE”), OR THE VOTE REPRESENTED BY THIS

BALLOT WILL NOT BE COUNTED.

IF YOU (1) VOTE EITHER TO ACCEPT OR REJECT THE PLAN AND DO NOT

CHECK THE “OPT-OUT” BOX IN ITEM 3 BELOW; OR (2) SUBMIT A BALLOT

AND DO NOT VOTE TO ACCEPT OR REJECT THE PLAN AND DO NOT CHECK

THE “OPT-OUT’ BOX IN ITEM 3 BELOW; OR (3) DO NOT SUBMIT A BALLOT

AT ALL, YOU WILL BE DEEMED TO RELEASE THIRD PARTIES TO THE

EXTENT PROVIDED IN SECTION 17.4 OF THE PLAN AND APPLICABLE LAW.

On August 28, 2019, the above-captioned debtors and debtors in possession (the


Liquidation [Docket No. 175] (as may be amended, modified and/or supplemented, the “Plan”).

1 The Debtors and the last four digits of their respective tax payer identification numbers are: Montesquieu, Inc.

(8069); WG Best Weinkellerei, Inc., dba Montesquieu Winery (California) (0458); and Montesquieu Corp.

(California) (4025). The Debtors’ headquarters and service address is 8929 Aero Dr., San Diego, California

92123.


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On August 28, 2019, after a hearing (the “Solicitation Procedures Hearing”) to consider

whether the Plan contains adequate information and seeking approval of the solicitation procedures

contemplated by the Plan (the “Solicitation Procedures”), the Court entered an order approving on

an interim basis the disclosure provided in the Plan, and approving the Solicitation Procedures (the

“Conditional Approval and Procedures Order”) [Docket No. [ ]].

Please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan, which is

proposed by the above-captioned Debtors. The Plan is annexed hereto. All capitalized terms used

but not defined herein or in the enclosed voting instructions have the meanings ascribed to such

terms in the Conditional Approval and Procedures Order or the Plan, as applicable. If you have

any questions regarding the proper completion of this Ballot, please call Stretto (the “Voting

Agent”) at 855-378-6886.

The Plan is subject to final approval and confirmation of the Plan by the Bankruptcy

Court.

This Ballot is being sent to you because our records indicate that, as of August 28,

2019 (the “Voting Record Date”), you are a Holder of a Claim in Class 3 or Class 4 under

the Plan (a “General Unsecured Claim”). Please follow the instructions on page 4 of the

Ballot regarding delivery of your Ballot to the Voting Agent. No Ballots will be accepted by

the Voting Agent by any other method of delivery other than those described on page 4 of

the Ballot.

You should review the Plan before you vote. You may wish to seek legal advice

concerning the Plan and your classification and treatment under the Plan.

If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether

or not you vote.

IF THE VOTING AGENT DOES NOT ACTUALLY RECEIVE THIS

BALLOT ON OR BEFORE THE VOTING DEADLINE, AND IF THE

VOTING DEADLINE IS NOT EXTENDED, THE VOTES TRANSMITTED

HEREBY WILL NOT BE COUNTED.

[Remainder of Page Intentionally Left Blank]


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PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim: $_____________________.

Item 2. VOTE ON THE PLAN (CHECK ONE BOX ONLY)

☐ ACCEPTS THE PLAN

☐ REJECTS THE PLAN

Item 3. Releases

The Plan provides, in pertinent part, for the following releases:

SECTION 17.4 RELEASES BY HOLDERS OF CLAIMS (THIRD PARTY

RELEASE). EXCEPT AS EXPRESSLY PROVIDED IN THIS PLAN, AS OF THE

EFFECTIVE DATE, TO THE FULLEST EXTENT PERMITTED UNDER

APPLICABLE LAW, FOR GOOD AND VALUABLE CONSIDERATION, EACH

HOLDER OF A CLAIM SHALL BE DEEMED TO RELEASE, AND FOREVER

WAIVE AND DISCHARGE ANY AND ALL CLAIMS, OBLIGATIONS, SUITS,

JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES OF ACTION,

AND LIABILITIES (OTHER THAN THE RIGHTS TO ENFORCE THE

DEBTORS’ OR THE REORGANIZED DEBTORS’ OBLIGATIONS UNDER ANY

ORDER OF THE BANKRUPTCY COURT, THIS PLAN, AND THE SECURITIES,

CONTRACTS, INSTRUMENTS, RELEASES, AND OTHER AGREEMENTS AND

DOCUMENTS DELIVERED THEREUNDER), WHETHER LIQUIDATED OR

UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED,

KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING OR

THEREAFTER ARISING, IN LAW, EQUITY, OR OTHERWISE THAT ARE

BASED IN WHOLE OR IN PART ON ANY ACT, OMISSION, TRANSACTION,

EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR PRIOR TO THE

EFFECTIVE DATE IN ANY WAY RELATING TO THE DEBTORS, THE

CHAPTER 11 CASES, THE ESTATES, THE CONDUCT OF THE DEBTORS’

BUSINESSES, THE SPIRIT OF THE EAST DEBT OR OTHER CLAIMS

AGAINST THE DEBTORS, OR THIS PLAN (OTHER THAN THE RIGHTS OF

THE DEBTORS AND THE REORGANIZED DEBTORS TO ENFORCE THIS

PLAN AND THE CONTRACTS, INSTRUMENTS, RELEASES, INDENTURES,

AND OTHER AGREEMENTS OR DOCUMENTS DELIVERED THEREUNDER),

AGAINST ANY RELEASED PARTY, EXCEPT FOR ACTS CONSTITUTING

FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE AS

DETERMINED BY A FINAL ORDER.

IF YOU VOTE TO ACCEPT OR REJECT THE PLAN, YOU MAY OPT OUT OF

THE RELEASES PROVIDED IN SECTION 17.4 OF THE PLAN BY CHECKING

THE OPT-OUT BOX BELOW. IF YOU CHECK THE OPT-OUT BOX BELOW,


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YOU WILL NOT BE BOUND BY RELEASES SET FORTH IN SECTION 17.4 OF

THE PLAN.

IF YOU VOTE TO ACCEPT OR REJECT THE PLAN AND DO NOT CHECK THE

OPT-OUT BOX BELOW, YOU WILL BE DEEMED TO CONSENT TO THE

RELEASES SET FORTH IN SECTION 17.4 OF THE PLAN.

IF YOU ABSTAIN FROM VOTING ON THE PLAN EITHER (1) BY NOT

SUBMITTING A BALLOT OR (2) BY SUBMITTING A BALLOT AND NOT

VOTING TO EITHER ACCEPT OR REJECT THE PLAN, AND YOU DO NOT

CHECK THE OPT-OUT BOX BELOW, YOU WILL BE BOUND BY THE

RELEASES SET FORTH IN SECTION 17.4 OF THE PLAN.

The undersigned Holder of the Claim hereby elects to:

☐ Opt Out of the Releases in Section 17.4 of the Plan.

IF YOU CHECK THE BOX, YOU WILL BE DEEMED TO OPT OUT OF THE

RELEASES IN SECTION 17.4 OF PLAN.

Dated:

Print or Type Name:

(Print or Type)

Signature:

Title:

(Print or Type)

Name of Corporation:

Address:


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PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND

RETURN IT (WITH AN ORIGINAL SIGNATURE) PROMPTLY VIA FIRST CLASS

MAIL (OR THE ENCLOSED REPLY ENVELOPE PROVIDED), OVERNIGHT

COURIER, OR HAND DELIVERY TO:

Montesquieu Ballot Processing

c/o Stretto

8269 E. 23rd Avenue, Suite 275

Denver, Colorado 80238

OR

SUBMIT VIA AN ELECTRONIC BALLOT THROUGH THE SOLICITATION

AGENT’S ONLINE ELECTRONIC BALLOT SUBMISSION PORTAL AT

HTTPS://CASES.STRETTO.COM/WGBEST

PLEASE SELECT JUST ONE OPTION TO VOTE.

HOW TO COMPLETE YOUR BALLOT ONLINE.

1. Please visit https://cases.stretto.com/wgbest.

2. Click on the “E-Ballot” section of the Debtors’ website.

3. Follow the directions to submit your Ballot. If you choose to submit your Ballot via the

Voting Agent’s E-Ballot system, you should not return a hard copy of your Ballot.

BALLOTS CAST BY FACSIMILE AND/OR ELECTRONIC

MAIL TRANSMISSION WILL NOT BE COUNTED.

If you have any questions, please contact the Voting Agent at: 855-378-6886.

[Remainder of Page Intentionally Left Blank]


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INSTRUCTIONS FOR COMPLETING THE BALLOT

1. All capitalized terms used in the Ballot but not otherwise defined therein shall have

the meaning ascribed to them in the Conditional Approval and Procedures Order or the Plan, as

applicable.

2. The Plan can be confirmed by the Bankruptcy Court and, therefore, made binding

on you if it is accepted by the holders of two-thirds in dollar amount and more than one-half in

number of the Claims in the impaired classes voting on the Plan. Please review the Plan for more

information.

3. To ensure that your vote is counted, you must (i) complete the Ballot, (ii) indicate

your decision either to accept or reject the Plan, and (iii) sign and return the Ballot to the address

set forth herein on or before the Voting Deadline. Your Ballot must be received by the Voting

Deadline.

4. If a Ballot is received after the Voting Deadline, it will not be counted. The method

of delivery of Ballots is at the election and risk of each holder of a Claim. Except as otherwise

provided herein, such delivery will be deemed made only when the original executed Ballot is

actually received by the Voting Agent, by (a) first class mail, overnight courier, messenger, or

hand delivery to Montesquieu Ballot Processing, c/o Stretto, 8269 E. 23rd Avenue, Suite 275,

Denver, CO 80238. Instead of effecting delivery by mail, it is recommended, though not required,

that such Holders of Claims use an overnight or hand delivery service. The Voting Agent is also

authorized to accept Ballots via electronic online transmission solely through a customized online

balloting portal on the Debtors’ case website. The encrypted ballot data and audit trail created by

such electronic submission shall become part of the record of any Ballot submitted in this manner

and the creditor’s electronic signature will be deemed to be immediately legally valid and effective.

Ballots submitted via the customized online balloting portal shall be deemed to contain an original

signature. In all cases, sufficient time should be allowed to assure timely delivery.

5. If multiple Ballots are received from an individual Holder of Claims with respect

to the same Claims prior to the Voting Deadline, the last Ballot timely received will supersede and

revoke any earlier received Ballot.

6. This Ballot does not constitute, and shall not deemed to be, a proof of claim or

equity interest or an assertion or admission of a claim or equity interest.

7. Please be sure to sign and date your Ballot. If you are completing the Ballot on

behalf of an Entity, indicate your relationship with such Entity and the capacity in which you are

signing. In addition, please provide your name and mailing address if different from that set forth

on the attached mailing label or if no such mailing label is attached to the Ballot.

8. THE PLAN PROPONENT EXPRESSLY RESERVES THE RIGHT TO

OBJECT AT A LATER DATE TO THE AMOUNT ALLEGED HEREIN TO BE DUE TO

THE CREDITOR HOLDER BY THE DEBTORS OR THE INDEBTEDNESS ASSERTED

IN A TIMELY FILED PROOF OF CLAIM.

PLEASE RETURN YOUR BALLOT PROMPTLY


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