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Full title: Certificate of service re: Supplemental Affidavit Regarding Service of Solicitation Packages with Respect to Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings LLC and Jointly Administered Debtors Filed by Claims Agent Donlin Recano & Company, Inc. (related document(s)630 Order approving disclosure statement and setting hearing on confirmation of plan (RE: related document(s) 616 Amended disclosure statement 619 Chapter 11 plan filed by Debtor Studio Movie Grill Holdings, LLC). Confirmation hearing to be held on 3/16/2021 at 09:30 AM at Dallas Judge Jernigan Ctrm. Last day to Object to Confirmation 3/10/2021. Ballots due 3/10/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B) Entered on 2/12/2021 (Okafor, M.)). (Jordan, Lillian)

Document posted on Mar 7, 2021 in the bankruptcy, 295 pages and 15 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291

List of Tables

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IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ-11 § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Joint Administration Requested SUPPLEMENTAL AFFIDAVIT OF DONLIN RECANO AND COMPANY, INC. REGARDING SERVICE OF SOLICITATION PACKAGES WITH RESPECT TO AMENDED JOINT DISCLOSURE STATEMENT FOR AMENDED JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS STATE OF NEW YORK ) ) ss: COUNTY OF KINGS ) I, John Burlacu, declare: 1. I am over the age of 18 years and not a party to this chapter 11 case. 2. I am employed by Donlin, Recano & Company, Inc. (“DRC”), 6201 15th Avenue, Brooklyn, NY 11219. 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) ("SMG Holdings"); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); :Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XX, IX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XX, VII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XX, X, LLC (1431); Movie Grill Concepts XX, XI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXX, IX, LLC (3605); Movie Grill Concepts XX, XV, LLC (0571); Movie Grill Concepts XX, XVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XX, XVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVTI, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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3. On the 5th day of March 2021, at my direction and under my supervision, employees of DRC caused to be served the following materials via Federal Express Overnight Delivery upon US Small Business Administration, Office of General Counsel, 409 3rd Street SW, Washington, DC 20416. a. a USB Flash Drive, which contained PDF files of the following documents, collectively: i. Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors, attached hereto as Exhibit A; and ii. Order Granting Motion for Entry of Order (A) Approving Disclosure Statement in Support of Debtors’ Joint Plan of Reorganization, (B) Scheduling a Hearing to Consider Confirmation of the Joint Plan of Reorganization, (C) Establishing Voting and Objection Deadlines, and (D) Approving Balloting, Solicitation, Notice, and Voting Procedures ( Docket No. 630). b. Class 5 (GUC Claims) Ballot, attached hereto as Exhibit B;; c. Notice of Hearing and Deadline to Object to the Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors, attached hereto as Exhibit C; d. Support Letter from Official Committee of Unsecured Creditors of Studio Movie Grill Holdings, LLC., attached hereto Exhibit D; e. Plan Support Letter for the Creditors of Studio Movie Grill Holdings, LLC., attached hereto as Exhibit E; and f. A postage pre-paid return envelope addressed to DRC. I declare under penalty of perjury that the foregoing is true and correct to the best of my personal knowledge. Executed this 8th day of March 2021, Brooklyn, NY. By _____________________ John Burlacu Sworn before me this 8th day of March 2021 _____________________ Notary Public

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Jointly Administered AMENDED JOINT DISCLOSURE STATEMENT FOR AMENDED JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS FEBRUARY 11, 2021 FRANK J. WRIGHT JEFFERY M. VETETO JAY A. FERGUSON LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Ave. | Suite 730 Dallas, Texas 75201 Telephone: (214) 935.9100 Email: frank@fjwright.law Email: jeff@fjwright.law Email: jay@fjwright.law ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT The Debtors are providing the information in this document (the “Disclosure Statement”) to Holders of Claims and Interests for purposes of soliciting votes to accept or reject the Amended Joint Chapter 11 Plan of Reorganization of Studio Movie Grill Holdings, LLC and its debtor affiliates (the “Debtors”) (the “Plan”).2 Nothing in this Disclosure Statement may be relied upon or used by any Entity for any other purpose. Before deciding whether to vote for or against the Plan, each Holder entitled to vote should carefully consider all of the information in this Disclosure Statement, including the Risk Factors described in Article VIII herein. The Plan is supported by the Debtors and the Official Committee of Unsecured Creditors (the “Committee”). The Debtors urge Holders of Claims whose votes are being solicited to vote to accept the Plan. The Debtors urge each Holder of a Claim or Interest to consult with its own advisors with respect to any legal, financial, securities, tax, or business advice in reviewing this Disclosure Statement, the Plan, and the transactions contemplated thereby. Further, the Bankruptcy Court’s approval of the adequacy of the information contained in this Disclosure Statement does not constitute the Bankruptcy Court’s approval of the Plan. This Disclosure Statement contains, among other things, summaries of the Plan, certain statutory provisions, and certain anticipated events in the Debtors’ Chapter 11 Cases. Although the Debtors believe that these summaries are fair and accurate, these summaries are qualified in their entirety to the extent that they do not set forth the entire text of such documents or statutory provisions or every detail of such anticipated events. In the event of any inconsistency or discrepancy between a description in this Disclosure Statement and the terms and provisions of the Plan or any other documents incorporated herein by reference, the Plan or such other documents will govern for all purposes. Factual information contained in this Disclosure Statement has been provided by the Debtors’ management except where otherwise specifically noted. The Debtors do not represent or warrant that the information contained herein or attached hereto is without any material inaccuracy or omission. In preparing this Disclosure Statement, the Debtors relied on financial data derived from their books and records and on various assumptions regarding the Debtors’ business. While the Debtors believe that such financial information fairly reflects the financial condition of the Debtors as of the date hereof and that the assumptions regarding future events reflect reasonable business judgments, no representations or warranties are made as to the accuracy of the financial information contained herein or assumptions regarding the Debtors’ business or their future results or operations. The Debtors expressly caution readers not to place undue reliance on any forward-looking statements contained herein. The Debtors are making the statements and providing the financial information contained in this Disclosure Statement as of the date hereof, unless otherwise specifically 2 Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in Article I.A of the Plan.

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noted, and there is no assurance that the statements contained herein will be correct at any time after such date. Although the Debtors may subsequently update the information in this Disclosure Statement, the Debtors have no affirmative duty to do so, and expressly disclaim any duty to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Holders of Claims and Interests reviewing this Disclosure Statement should not infer that, at the time of their review, the facts set forth herein have not changed since this Disclosure Statement was Filed. Subject to the terms of the Plan, information contained herein is subject to completion, modification, or amendment. The Debtors reserve the right to File an amended or modified Plan and related Disclosure Statement from time to time, subject to the terms of the Plan. The Debtors have not authorized any Entity to give any information about or concerning the Plan other than that which is contained in this Disclosure Statement. The Debtors have not authorized any representations concerning the Debtors or the value of their property other than as set forth in this Disclosure Statement. This Disclosure Statement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver. The Debtors, the Reorganized Debtors, the GUC Trustee, the Agent Trustee, or any other authorized party, as applicable, may seek to investigate, File, and prosecute Claims and may object to Claims after the Confirmation or Effective Date of the Plan irrespective of whether this Disclosure Statement identifies any such Claims or objections to Claims. If the Plan is confirmed by the Bankruptcy Court and the Effective Date occurs, all Holders of Claims and Interests (including those Holders of Claims and Interests who do not submit ballots to accept or reject the Plan, who vote to reject the Plan, or who are not entitled to vote on the Plan) will be bound by the terms of the Plan and the Restructuring Transactions contemplated thereby. The Confirmation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in Article IX of the Plan. There is no assurance that the Plan will be confirmed, or if confirmed, that the conditions required to be satisfied for the Plan to go effective will be satisfied (or waived). You are encouraged to read the Plan and this Disclosure Statement in its entirety, including Article VIII, entitled “RISK FACTORS,” before submitting your ballot to vote on the Plan. The Bankruptcy Court’s approval of this Disclosure Statement does not constitute a guarantee by the Bankruptcy Court of the accuracy or completeness of the information contained herein or an endorsement by the Bankruptcy Court of the merits of the Plan. The information contained in this Disclosure Statement is included for purposes of soliciting votes for, and Confirmation of, the Plan and may not be relied on for any other purpose. In the event of any inconsistency between this Disclosure Statement and the Plan, the relevant provisions of the Plan will govern.

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This Disclosure Statement has been prepared in accordance with Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3016(b) and is not necessarily prepared in accordance with federal or state securities laws or other similar laws. This Disclosure Statement has not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any similar federal, state, local, or foreign regulatory agency, nor has the SEC or any other agency passed upon the accuracy or adequacy of the statements contained in this Disclosure Statement. The Debtors have sought to ensure the accuracy of the financial information provided in this Disclosure Statement. Any such financial information provided or incorporated herein by reference has not been, and will not be, audited or reviewed by the Debtors’ independent auditors unless explicitly provided otherwise. Upon Confirmation of the Plan, certain of the securities described in this Disclosure Statement may be issued without registration under the Securities Act of 1933, 15 U.S.C. §§ 77a– 77aa, together with the rules and regulations promulgated thereunder (the “Securities Act”), or similar federal, state, local, or foreign laws, in reliance on the exemption set forth in section 1145 of the Bankruptcy Code. To the extent exemptions from registration under section 1145 of the Bankruptcy Code or applicable federal securities law do not apply, the Securities may not be offered or sold except pursuant to a valid exemption or upon registration under the Securities Act. The Debtors make statements in this Disclosure Statement that are considered forward-looking statements under federal securities laws. The Debtors consider all statements regarding anticipated or future matters, to be forward-looking statements. Forward-looking statements may include statements about the Debtors’: • business strategy; • acquisition or disposition of assets, including strategy, amount, timing, and ability to effectuate any such transaction; • financial strategy; • risks associated with the Chapter 11 process, including the Debtors’ ability to develop, confirm, and consummate a plan under Chapter 11 or an alternative restructuring transaction; • inability to maintain relationships with suppliers, customers, employees, and other third parties as a result of the Chapter 11 filing or other failure of such parties to comply with their contractual obligations; • failure to satisfy the Debtors’ short- or long-term liquidity needs, including their inability to generate sufficient Cash flow from operations or to obtain adequate financing to fund their capital expenditures and meet working capital needs and their ability to continue as a going concern; • legal proceedings and the effects thereof; • ability to operate their theaters due to COVID-19 restrictions;

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• capital expenditures; • economic and competitive advantages; • credit and capital market conditions; • regulatory changes; • lease operating expenses, general and administrative expenses and development costs; • future operating results, including results of acquired properties; and • plan, objectives, expectations and intentions. Statements concerning these and other matters are not guarantees of the Debtors’ and the Reorganized Debtors’ future performance. There are risks, uncertainties, and other important factors that could cause the Debtors’ and the Reorganized Debtors’ actual performance or achievements to be different from those they may project, and the Debtors undertake no obligation to update the projections made herein. These risks, uncertainties, and factors may include: the Debtors’ ability to confirm and consummate the Plan; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management, and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 Cases; the Debtors’ ability to operate their theaters due to COVID-19 restrictions; the Debtors’ inability to discharge or settle Claims during the Chapter 11 Cases; the Debtors’ ability to access financing necessary to consummate the Plan; general economic, business, and market conditions; currency fluctuations; interest rate fluctuations; price increases; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing business; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; natural disasters; geopolitical instability; and the effects of governmental regulation on the Debtors’ business.

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EXHIBITS & SCHEDULES3 Exhibit A Plan of Reorganization Exhibit B Disclosure Statement Order Exhibit C Financial Projections Exhibit D Liquidation Analysis Schedule 1 Assets Schedule 2 Personal Property Taxes Schedule 3 Real Estate Taxes Schedule 4 Sales Taxes Schedule 5 Other Taxes Schedule 6 Secured Debt Schedule 7 Wage Claims Schedule 8 Other Priority Claims Schedule 9 Administrative & Professional Fee Claims Schedule 10 Other Administrative Claims Schedule 11 General Unsecured Claims Schedule 12 Lease Analysis Schedule 13 Personal Injury Litigation 3 While the Schedules attached hereto contain information regarding each Debtor, the inclusion of a Debtor in the Schedules does not mean that such Debtor will be subject to the treatment set forth in Article III of the Plan. Pursuant to the Plan, the Plan Supplement will identify any Debtors listed on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors. Any such Debtor will be a Non-Reorganized Debtor under the Plan. Non-Reorganized Debtors will not be not subject to the treatment in Article III of the Plan.

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I. INTRODUCTION Studio Movie Grill Holdings, LLC and its affiliated debtors, as debtors and debtors in possession (collectively, the “Debtors”) submit this disclosure statement (this “Disclosure Statement”) pursuant to Section 1125 of the Bankruptcy Code to Holders of Claims against and Interests in the Debtors in connection with the solicitation of votes to accept or reject the Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors, (the “Plan”), filed on February 11, 20214. A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. THE DEBTORS BELIEVE THAT THE TREATMENT OF CLAIMS AND INTERESTS UNDER, AND THE RESTRUCTURING TRANSACTIONS CONTEMPLATED BY, THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE OF THE DEBTORS’ ESTATES, AND PROVIDE THE BEST RECOVERY TO CLAIM HOLDERS. AT THIS TIME, THE DEBTORS BELIEVE THE PLAN IS THE BEST AVAILABLE ALTERNATIVE FOR COMPLETING THE CHAPTER 11 CASES IN A TIMELY MANNER AND STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. II. PRELIMINARY STATEMENT The Debtors are in the dine-in movie theater business. In addition to their movie offerings, the Debtors’ theaters include a bar and lounge area, with direct to seat service for guests before and during their movies. On the Petition Date, the Debtors leased 33 dine-in movie theaters in numerous cities in 10 states, including Arizona, California, Florida, Georgia, Illinois, Indiana, North Carolina, Pennsylvania, Texas, and Virginia. The theaters operate under the brand name “Studio Movie Grill.” As of December 31, 2019, the Debtors, on a consolidated basis, had assets in the form of cash, accounts receivables, inventory, theater leases, equipment, furniture, and intangibles with a book value of approximately $233 million. Before the onset of the COVID-19 pandemic and nationwide shutdowns, the Debtors were generating positive cash flow. For example, in 2019, Studio Movie Grill Holdings, LLC had revenue of $251 million and EBITDA of $21 million. The COVID-19 pandemic and its progeny of state-mandated shutdowns made the Debtors’ financial situation extremely difficult. On March 16, 2020, the U.S. federal government issued guidelines to try to slow the spread of COVID-19, which included avoiding eating or drinking in restaurants and bars, and shopping trips or social visits. Within a week, the states in which the Debtors operate theaters began imposing “stay at home” or “lockdown” orders. These orders directed people to stay at home except for “essential” activities, but movie theaters are not deemed essential activities. As a result, the Debtors’ theaters were shut down for at least three (3) months, and a certain subset of theaters remains subject to these orders today. Specifically, the Debtors closed their theaters to protect the health and safety of their employees and customers. Throughout most of the summer of 2020, the Debtors did not show a single movie or sell any food or beverages in their theaters, and the Debtors were compelled to furlough all but approximately 850 of their approximately 7,000 employees. 4 The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case of any inconsistency between this Disclosure Statement and the Plan, the Plan will govern.

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Over the course of the pandemic, certain of the “stay at home” orders have expired and many restrictions have been modified to allow most movie theaters to operate at partial capacity. On June 19, 2020, the Debtors resumed limited operations in three (3) theaters. Over time, the Debtors were able to open twenty-one (21) theaters, just prior to filing. After the Petition Date, new state mandates meant that four (4) theaters had to reclose. While the early-stage vaccination efforts provide hope, there is still significant uncertainty as to when theaters will be permitted to either reopen or open at full capacity, and whether (and when) people will begin to return to engaging in activities that involve being in public places and in close proximity with others, such as attending movies. Moreover, it is uncertain what impact the pandemic revelation of straight to streaming releases and simultaneous releases by major movie studios will have on theater attendance once all orders and restrictions are lifted. Through the Chapter 11 Cases, the Debtors have been engaged in: (i) identifying which theaters are not profitable, which ones are profitable, and which ones can be profitable; and (ii) renegotiating leases with landlords. To date, the Debtors have filed motions to reject twenty-four (24) lease locations. As of the filing of this Disclosure Statement, the Debtors have rejected fourteen (14) leases covering sixteen (16) theater locations. The Debtors have and continue to negotiate with all other landlords. These negotiations have been largely successful, as the Debtors have negotiated revised lease terms with many of their landlords that incorporate some form of percentage rent to weather the current depressed demand for theater experiences. The Debtors have also dedicated substantial efforts evaluating their options for a viable exit strategy. Those options include a sale of the Debtors’ assets and/or a plan of reorganization. Based on discussions their advisors, the Agent and its advisors, and with the Committee and its advisors, the Debtors determined that pursuing a simultaneous dual-track process to restructure their business via a section 363 marketing process and a recapitalization transaction equitizing plan process was the best way to maximize the value of the estates. To that end, the Debtors undertook to market a proposed sale of assets of the Debtors to potential buyers (including the DIP Lenders and Prepetition Lenders) and obtained approval of the Bid Procedures to create a fair and orderly process to solicit bids on the Debtors’ assets, while maintaining the flexibility to reorganize the Debtors. Debtors did solicit bids under the Bid Procedures; however, this sale process failed to yield any bids for the assets. III. OVERVIEW OF THE PLAN The Plan provides for either (a) an Asset Sale Restructuring to a Third-Party Purchaser or to an Agent Purchaser or (b) an Equitization Restructuring pursuant to which New Units in Reorganized SMG will be distributed pursuant to the Plan. If the Agent (or its designated Entity) is the prevailing purchaser of all or substantially all of the Debtors’ assets pursuant to the Bid Procedures, the Agent may exercise the Plan Toggle Right to implement such sale through a chapter 11 plan, including via an alternative transaction where the Prepetition Lenders and/or the DIP Lenders retain debt instruments and/or receive equity securities. The Plan sets forth the Restructuring Transactions to occur in the event of either an Asset Sale Restructuring or an Equitization Restructuring. A. Classification and Treatment of Claims and Interests The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor with Claims against and Interests in each respective Debtor participating in the respective Subclass in such Class; provided, however, that notwithstanding anything to the contrary herein, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases,

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or the Schedule of Non-Applicable Debtors shall not be subject to Article III of the Plan. Where there are no Subclasses listed, all Claims of such Class are being treated the same. To the extent that a Class contains Allowed Claims or Allowed Interests with respect to any Debtor, the treatment of Allowed Claims and Allowed Interests in such Class is specified below. Class 1 – Other Priority Claims. (a) Classification: Class 1 consists of Other Priority Claims. For purposes of classification and treatment under the Plan, all Other Priority Claims of all Debtors are being treated as one Class. (b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Other Priority Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; or (ii) other treatment rendering such Claim Unimpaired or otherwise permitted by the Bankruptcy Code. (c) Voting: Class 1 is Unimpaired under the Plan. Each Holder of a Class 1 Other Priority Claim is conclusively presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 1 Other Priority Claims are not entitled to vote to accept or reject the Plan. Class 2 – Prepetition Lenders’ Claims. (a) Classification: Class 2 consists of the Prepetition Lenders’ Claims held by the Prepetition Lenders. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 2 for each Debtor. (b) Allowance: On the Effective Date, the Prepetition Lenders’ Claims shall be Allowed in the aggregate principal amount of at least $104,123,984.28, plus accrued and unpaid interest on such principal amount through the Petition Date and any other amounts due and owing pursuant to, arising under or, relating to the Prepetition Loan Documents through and including the Effective Date, less any amount repaid or rolled up pursuant to the DIP Facility and the DIP Orders as of the Effective Date. (c) Treatment: On the Effective Date, each Holder of a Class 2 Claim shall receive: (i) if an Equitization Restructuring occurs, (a)(1) its Pro Rata share (i.e., the proportion that such Allowed Prepetition Lenders’ Claim bears to the aggregate amount of all Allowed Prepetition Lenders’ Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed DIP Claims (if any, and as

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determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis, and (2) thereafter, the applicable New Units designated to be distributed to such Holder as set forth below (which may be distributed to the GS Designees or the Crestline Designees as determined by such Holder); plus (b) its Pro Rata share of the Agent Panterra Assets; or (ii) if an Asset Sale Restructuring occurs, (a) all Cash of the Debtors (including, if the Asset Sale Restructuring is to a Third Party Purchaser, the Sale Proceeds) other than the GUC Trust Assets, and (b) its Pro Rata Share of the Agent Trust Assets and the Agent Trust Interests. If an Equitization Restructuring occurs, the distribution of New Units to the Holders of Class 2 Claims and DIP Facility Claims shall be as follows: (a) if to the GS Designees, (i) 63.94% of the Preferred Units and (ii) the GS Warrant; and (b) if to the Crestline Designees, (i) 36.06% of the Preferred Units and (ii) 100% of the Class A-1 Common Units. Notwithstanding the foregoing, the Agent, with the consent of Crestline, may at any time redetermine the allocation and type of New Units to be distributed the Holders of Class 2 Claims and DIP Facility Claims. If an Equitization Restructuring occurs, (a) all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent to secure the obligations under the Exit Facility. If an Asset Sale Restructuring occurs, after the Effective Date, each of the DIP Liens and the Liens securing the Prepetition Lenders’ Claims shall remain in effect to the same extent and in the same priority such Liens exist on the Effective Date, and no such Lien shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part. Beginning on the first calendar quarter following the Effective Date, and continuing on at least a quarterly basis thereafter (or such other time as agreed by the Agent and the GUC Trustee), the GUC Trustee shall pay the Pro Rata Share of Cash on hand resulting from the Agent Panterra Assets, if any: (i) in the event of an Asset Sale Restructuring, to the Agent Trustee or (ii) in the event of an Equitization Restructuring, to the Agent. Holders of Prepetition Lenders’ Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the Prepetition Lenders’ Claims. (d) Voting: Class 2 is Impaired under the Plan. Holders of Claims in Class 2 are entitled to vote to accept or reject the Plan.

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Class 3 – Secured Tax Claims. (a) Classification: Class 3 consists of Secured Tax Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 3 for each Debtor. (b) Treatment: Except to the extent that the Holder of an Allowed Class 3 Secured Claim agrees to a less favorable treatment of its Allowed Class 3 Secured Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 3 Secured Claim, each such Holder shall receive payment in accordance with section 1129 of the Bankruptcy Code. (c) Voting: Class 3 is Impaired under the Plan. Holders of Claims in Class 3 are entitled to vote to accept or reject the Plan. Class 4 – Other Secured Claims. (a) Classification: Class 4 consists of Other Secured Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Class 4 Secured Claim agrees to a less favorable treatment of its Allowed 4 Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Secured Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; (ii) the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) A new note with a principal amount equal to the amount of the Allowed Class 4 Claim with a term of five years, interest at the Plan Rate, payable monthly in equal payments of principal and interest, and secured by the same collateral that secured such Allowed Class 4 Claim. (c) Voting: Class 4 is Impaired under the Plan. Holders of Claims in Class 4 are entitled to vote to accept or reject the Plan. Class 5 – GUC (General Unsecured) Claims. (a) Classification: Class 5 consists of GUC Claims (which, for avoidance of doubt, do not include TowerBrook Claims or Convenience Class Claims). For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor.

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(b) Treatment: Except to the extent that a Holder of an Allowed GUC Claim agrees to less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed GUC Claim, each such Holder of an Allowed GUC Claim in Class 5 shall receive its Pro Rata share of the GUC Trust Interests. Each Holder of GUC Claims in an aggregate Allowed amount greater than $2,500.00 may irrevocably elect on its Ballot to have such Claim irrevocably reduced to $2,500.00 and treated as a Convenience Class Claim for the purposes of the Plan rather than as a GUC Claim. For avoidance of doubt, Holders of Prepetition Lenders’ Claims shall not be entitled to any recovery from the GUC Trust Interests or the GUC Trust Assets (solely excepting the Agent Panterra Assets). (c) Voting: Class 5 is Impaired under the Plan. Holders of Claims in Class 5 are entitled to vote to accept or reject the Plan. Class 6 – Convenience Class Claims. (a) Classification: Class 6 consists of Convenience Class Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Convenience Class Claim, each such Holder shall receive within thirty (30) days after the date such Claim is Allowed payment in Cash in an amount equal to 10% of such Holder’s Allowed Convenience Class Claim, which shall be payable from the GUC Trust Reserve. (c) Voting: Class 6 is Impaired under the Plan. Holders of Claims in Class 6 are entitled to vote to accept or reject the Plan. Class 7 – Intercompany Claims. (a) Classification: Class 7 consists of all Intercompany Claims. For purposes of classification and treatment under the Plan, all Class 7 Claims of all Debtors are being treated as one Class. (b) Treatment: Intercompany Claims shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 7 is either Unimpaired, in which case the Holders of such Claims conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 7 Intercompany Claim is not entitled to vote to accept or reject the Plan.

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Class 8 – Subordinated Claims. (a) Classification: Class 8 consists of all Subordinated Claims. For purposes of classification and treatment under the Plan, all Class 8 Claims of all Debtors are being treated as one Class. (b) Treatment: Allowed Claims in Class 8 shall receive no payment under the Plan. (c) Voting: Class 8 is Impaired, and such Holders of Class 8 Claims are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 9 – SMG Holdings Interests (a) Classification: Class 9 consists of any Interests in SMG Holdings. For purposes of classification and treatment under the Plan, all Class 9 Interests are being treated as one Class. (b) Treatment: On the Effective Date, all Interests in SMG Holdings shall be canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 9 is Impaired, and the Holders of Class 9 Interests are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 10 – Other Debtor Interests (a) Classification: Class 10 consists of Other Debtor Interests. For purposes of classification and treatment under the Plan, all Class 10 Interests are being treated as one Class. (b) Treatment: On the Effective Date, Interests in the Other Debtors shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 10 is either Unimpaired, in which case the Holders of such Interests conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 10 Interest is not entitled to vote to accept or reject the Plan. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

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B. Means for Implementation of the Plan A. Restructuring Transactions. On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, with the consent of the Agent, shall enter into any transaction and shall take any actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including the Asset Sale Restructuring or the Equitization Restructuring, as applicable, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses in accordance with the terms of the Plan. The actions to implement the Restructuring Transactions may include, as applicable, and without limitation: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the Agent may consent, including, if applicable, the formation of any entity or entities that will constitute, in whole or in part, the Reorganized Debtors; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the Agent may consent, including the execution and delivery of the Agent Trust Agreement; (3) the execution of the GUC Trust Agreement; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; (5) the execution and delivery of the New Organizational Documents; (6) the issuance of the New Units as set forth in the Plan; and (7) all other actions that the Debtors with the Agent’s consent or the Reorganized Debtors, as applicable, determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions. B. GUC Trust. 1. Creation and Governance of the GUC Trust The GUC Trust shall be established for the administration of the GUC Trust Assets as set forth in the Plan and GUC Trust Agreement. The GUC Trust shall be created whether an Equitization Restructuring occurs or an Asset Sale Restructuring occurs. The GUC Trust shall be established for the distribution of GUC Trust Assets, net of any GUC Trust Expenses, to Holders of Allowed GUC Claims and Allowed Convenience Class Claims as set forth in the Plan and for the reconciliation by the GUC Trustee of Claims and Interests. On the Effective Date, the Debtors, the Reorganized Debtors, and GUC Trustee, as applicable, shall be authorized to take all actions necessary to establish the GUC Trust in accordance with the Plan and the GUC Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the GUC Trust all of their rights, title and interest in and to all of the GUC Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, the GUC Trust Assets shall automatically vest in the GUC Trust free and clear of all Claims and Liens,

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and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The GUC Trustee shall be the exclusive administrator of the GUC Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely with respect to the GUC Trust Assets and for purposes of carrying out the GUC Trustee’s duties. The GUC Trust shall be administered by the GUC Trustee. The powers, rights, and responsibilities of the GUC Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the GUC Trust Agreement. The GUC Trustee shall hold and distribute the GUC Trust Assets in accordance with the provisions of the Plan and the GUC Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the GUC Trust Assets. 2. GUC Trustee and GUC Trust Agreement The GUC Trustee will, among other things, administer the GUC Trust Assets and will be the Estates’ representative with respect to the settlement, release, allowance, disallowance, or compromise of applicable GUC Claims or Convenience Class Claims subject to and in accordance with the Plan and the Bankruptcy Code. The GUC Trust Agreement generally will provide for, among other things: (a) the transfer of the GUC Trust Assets to the GUC Trust; (b) the payment of certain reasonable expenses of the GUC Trust from the GUC Trust Assets; and (c) distributions to GUC Trust Beneficiaries, as provided herein and in the GUC Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the GUC Trust Agreement or the Plan, the GUC Trustee shall be responsible for all decisions and duties with respect to the GUC Trust and the GUC Trust Assets, except as otherwise provided in the GUC Trust Agreement or the Plan. The GUC Trustee shall make distributions to GUC Trust Beneficiaries on account of GUC Trust Interests. 3. Tax Treatment In furtherance of the GUC Trust, (a) the GUC Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the GUC Trust shall be the liquidation and distribution of the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with the valuation of the GUC Trust Assets transferred to the GUC Trust as determined by the GUC Trustee (or its designee); (e) the GUC Trustee shall be responsible for filing all applicable tax returns for the GUC Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the GUC Trustee shall annually send to each holder of a GUC Trust Interest a separate statement regarding the receipts and expenditures of the GUC Trust as relevant for U.S. federal income tax purposes. In conformity with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the GUC Trustee and GUC Trust Beneficiaries) will be required to treat the transfer of the GUC Trust Assets to the GUC Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the GUC Trust Assets (subject to any obligations relating to those assets) directly to the GUC Trust Beneficiaries

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(other than to the extent any GUC Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the GUC Trust of GUC Trust Assets in exchange for GUC Trust Interests. For all U.S. federal income tax purposes, all parties must treat the GUC Trust as a grantor trust of which holders of Allowed Class 5 Claims who become GUC Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the GUC Trustee of a private letter ruling if the GUC Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the GUC Trustee), the GUC Trustee may timely elect to (a) treat any portion of the GUC Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the GUC Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The GUC Trustee may request an expedited determination of taxes of the GUC Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the GUC Trust for all taxable periods through the dissolution of the GUC Trust. 4. Non-Transferability of GUC Trust Interests Any and all GUC Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all GUC Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such GUC Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the GUC Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 5. Dissolution of the GUC Trust The GUC Trustee and GUC Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the GUC Trustee under the Plan have been made. 6. Indemnification and Limitation of Liability The GUC Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, a “GUC Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the GUC Trust and solely from the GUC Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable GUC Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to

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be taken by the GUC Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the GUC Trust Agreement, as applicable if the applicable GUC Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the GUC Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the GUC Trust Assets. The GUC Trustee shall not be personally liable for the payment of any GUC Trust expense or claim or other liability of the GUC Trust, and no person shall look to the GUC Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the GUC Trustee, GUC Indemnified Party or the termination of the GUC Trust, and shall inure to the benefit of each GUC Indemnified Party’s heirs and assigns. 7. Preservation of Privilege The Debtors or Reorganized Debtors, as applicable, and the GUC Trust shall be deemed to be working in common interest whereby the Debtors will be able to share documents, information or communications (whether written or oral) relating to GUC Claims, subject to a common interest privilege. The GUC Trust shall seek to preserve and protect all applicable privileges attaching to any such documents, information, or communications. The GUC Trustee’s receipt of such documents, information or communications shall not constitute a waiver of any privilege. All privileges shall remain in the control of the Debtors or Reorganized Debtors, as applicable, and the Debtors or Reorganized Debtors, as applicable, retain the exclusive right to waive their own privileges. 8. Administration of the GUC Trust On and after the Effective Date, the GUC Trustee shall: (a) resolve Disputed Claims that are GUC Claims and Convenience Class Claims as expeditiously as possible, (b) make distributions on account of GUC Trust Interests as provided hereunder, (c) to the extent transferred to the GUC Trust, enforce and prosecute claims, interests, rights, and privileges under the Panterra Claims in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the GUC Trust in an efficacious manner. The GUC Trustee shall liquidate the Agent Panterra Assets as expeditiously as reasonably possible and, subject to the consent of the Agent, make Cash distributions to the Agent, Reorganized SMG, holders of New Units, or holders of Agent Trust Interests (if applicable), as set forth in the Plan and the GUC Trust Agreement. The GUC Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters pertaining to the GUC Claims reconciliation process and the GUC Trust Assets, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court (including the Panterra Actions), in each case without the need or requirement for the GUC Trustee to file motions or substitutions of parties or counsel in each such matter. 9. GUC Trust Fees and Expenses From and after the Effective Date, the GUC Trustee, on behalf of the GUC Trust, shall, in the ordinary course of business and without the necessity of any approval by the Bankruptcy Court, pay using the GUC Trust Assets the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC

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Trust and any professionals retained by the GUC Trust or the GUC Trustee and any additional amounts determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust from the GUC Trust Assets. The GUC Trustee is authorized to allocate such expenses to, and pay them from, the GUC Trust Assets, as the GUC Trustee may determine in good faith is fair (such as based upon the GUC Trustee’s good faith determination of the nature or purpose of the fee or expense, the relative amount of GUC Claims, or such other matters as the GUC Trustee deems relevant) and in accordance with the GUC Trust Agreement. No GUC Trust Expenses shall be payable from the Agent Panterra Assets. C. The Equitization Restructuring If the Equitization Restructuring occurs, the following provisions shall govern. 1. Reorganized Debtors On the Effective Date, the Reorganized SMG Board shall be established, and each Reorganized Debtor shall adopt its New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan, including any Restructuring Transactions. 2. Sources of Consideration for Plan Distributions (a) Exit Facility On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Loan Documents (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Loan Documents, (c) shall be deemed to be automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Loan Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the Exit Agent and all other persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On the Effective Date, the applicable Reorganized Debtors shall enter into the Exit Facility (and such other Reorganized Debtors may enter into the Exit Facility after the Effective Date as set forth in the Exit Facility Loan Documents and the Plan), the terms of which will be set forth in the Exit Facility Loan Documents. Confirmation of the Plan shall be deemed approval by the Bankruptcy Court of the Exit Facility, including the Exit Facility Loan Documents and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees,

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indemnities, expenses, and other payments provided for therein and authorization of the applicable Reorganized Debtors to enter into and execute the Exit Facility Loan Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. (b) New Units Reorganized SMG shall be authorized to issue New Units pursuant to the New Organizational Documents. On the Effective Date, the Debtors shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan. The New Units, as well as the terms, amount, structure, and allocation thereof, may be modified with the consent of the Agent (with, for the avoidance of doubt, the consent of Crestline) at any time prior to the Effective Date. All of the New Units issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Units shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. 3. Vesting of Assets in the Reorganized Debtors Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on the Effective Date, other than with respect to all Non-Vesting Assets, property of any Non-Reorganized Debtor, and the GUC Trust Assets, all property in each Estate, all Causes of Action (including the Retained Causes of Action), and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor or such other Entity as determined by the Agent, free and clear of all Liens, Claims, charges, Interests, or other encumbrances; provided, however, that (a) any and all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent, in each case of (a) and (b) to secure any and all obligations of the Reorganized Debtors under the Exit Facility. Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on and after the Effective Date, each of the Reorganized Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Notwithstanding anything in the Plan to the contrary, at any time prior to the Effective Date, the Agent may elect for any Interest in any Debtor that will become a Reorganized Debtor to be issued and assigned to any Entity on the Effective Date, including without limitation any third party by filing a notice on the docket of the Bankruptcy Court. The Plan shall constitute a motion to abandon the Non-Vesting Assets. The Confirmation Order shall constitute (a) an authorization of the Bankruptcy Court to abandon the Non-Vesting Assets under section 554 of the Bankruptcy Code and (b) an order of abandonment of the Non-Vesting Assets as of the Effective Date. The Non-Vesting Assets shall not vest in any of the Reorganized Debtors, and the Reorganized Debtors shall have no ownership interest in the Non-Vesting Assets. 4. Corporate Action On the Effective Date, all actions contemplated under the Plan with respect to the Debtors and the Reorganized Debtors, as applicable, shall be deemed authorized and approved in all respects,

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including, as applicable: (1) implementation of the Restructuring Transactions; (2) formation by the Debtors or such other party as contemplated in the Plan, Plan Supplement, or Confirmation Order, of Reorganized SMG, and any transactions related thereto; (3) selection of, and the election or appointment (as applicable) of, the directors and officers for the Reorganized Debtors; (4) adoption of and entry into any employment agreements; (5) approval and adoption of (and, as applicable, the execution, delivery, and filing of) the New Organizational Documents; (6) issuance and distribution of New Units as set forth in the Plan; (7) execution of the GUC Trust Agreement and transfer of the GUC Trust Assets to the GUC Trust; (8) entry into the Exit Facility Loan Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; (10) the establishment of the Reorganized SMG Board and the appointment of each manager thereof, and (11) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action, authorization, or approval that would otherwise be required by the Debtors or the Reorganized Debtors, as applicable, in connection with the Plan shall be deemed to have occurred or to have been obtained and shall be in effect as of the Effective Date, without any requirement of further action, authorization, or approval by the Bankruptcy Court, security holders, directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other person. On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities, and instruments, and take such actions, contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors including, as applicable, the GUC Trust Agreement, the New Organizational Documents, the New Units, the Exit Facility, the Exit Facility Loan Documents, and any and all other agreements, documents, securities, and instruments relating to the foregoing, and all such documents shall be deemed ratified. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law. 5. New Organizational Documents On or immediately prior to the Effective Date, the New Organizational Documents shall be amended in a manner acceptable to the Agent as may be necessary to effectuate the transactions contemplated by the Plan. On the Effective Date, to the extent provided in the Plan and/or Plan Supplement, each of the Reorganized Debtors will file its New Organizational Documents with the applicable secretaries of state and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation, to the extent required for such New Organizational Documents to become effective. Pursuant to and to the extent provided in section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities (other than with respect to the Preferred Units and the Class A-2 Common Units). After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of incorporation and their respective New Organizational Documents and other constituent documents of the Reorganized Debtors.

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6. Directors and Officers of the Reorganized Debtors As of the Effective Date, the terms of the current members of the boards of directors or managers, as applicable, of each of the Debtors shall expire, and the initial Reorganized SMG Board and the boards of directors or managers of each of the other Reorganized Debtors will include those directors and officers set forth in the lists of directors and officers of the Reorganized Debtors included in the Plan Supplement. After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of each person proposed to be an officer or to serve on the initial board of directors of any of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer. Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents. 7. Effectuating Documents; Further Transactions On and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, and the officers, directors, agents and members thereof are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 8. Management Incentive Plan The Reorganized SMG A&R LLCA shall provide for a Management Incentive Plan for the issuance of Class B Common Units to management and other service providers. The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) shall be set forth in the Reorganized SMG A&R LLCA and award agreements with participants, to the extent applicable. 9. Employee Matters Pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. 10. Preservation of Causes of Action In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, the Reorganized Debtors or the GUC Trust, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action belonging to the Debtors or their Estates that vest in the Reorganized Debtors or are transferred and assigned to the GUC Trust pursuant to the Plan, as applicable, whether arising before or after the Petition Date, including, without limitation, any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ and the GUC Trust’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other

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than Causes of Action released by the Debtors pursuant to the releases and exculpations set forth in Article VIII of the Plan or otherwise under this Plan; provided, however, that notwithstanding anything to the contrary herein, on the Effective Date (a) all Causes of Action against the Schultz Parties of Debtors that become Reorganized Debtors shall vest in the Reorganized Debtors and (b) all Causes of Action against the Schultz Parties of Debtors that become Non-Reorganized Debtors shall be transferred and assigned to the Reorganized Debtors, unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). The Reorganized Debtors and the GUC Trustee may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors and the GUC Trust Beneficiaries. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of Action against it as any indication that the Reorganized Debtors or GUC Trustee will not pursue any and all available Causes of Action of the Debtors or the Estates against it. The Reorganized Debtors and the GUC Trustee, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the Debtors or the Estates against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors and the GUC Trustee expressly reserve all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation. The Reorganized Debtors and the GUC Trust, as applicable, reserve and shall retain such Causes of Action of the Debtors and their Estates notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor or its Estate may hold against any Entity shall vest in the Reorganized Debtors or the GUC Trust pursuant to the Plan, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The Reorganized Debtors and the GUC Trust shall retain and may exclusively enforce any and all such Causes of Action, and through their authorized agents or representatives shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment, any such Causes of Action (except as otherwise expressly provided in the Plan), or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. On the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 11. Non-Reorganized Debtors On the Effective Date, the Non-Vesting Assets (including Interests in Debtors identified on the Schedule of Abandoned Debtors) shall be abandoned pursuant to section 554 of the Bankruptcy Code.

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On the Effective Date, the Chapter 11 Cases of the Debtors identified on the Schedule of Converted Cases shall be converted to cases under chapter 7 of the Bankruptcy Code pursuant to section 1112(a) of the Bankruptcy Code without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. The Confirmation Order shall provide that such Chapter 11 Cases shall be converted to cases under chapter 7 pursuant to section 1112(a) of the Bankruptcy Code. The treatment of Claims against and Interests in Debtors identified on the Schedule of Non-Applicable Debtors shall be subject to a separate plan or reorganization or liquidation acceptable to the Agent. Notwithstanding anything to the contrary herein, each Debtor identified on any Schedule of Non-Reorganized Debtors constitutes a “Releasing Party” under this Plan and Article VIII of the Plan shall apply to all such Debtors. 12. Cooperation of Reorganized Debtors In either an Equitization Restructuring or an Asset Sale Restructuring, the Reorganized Debtors shall reasonably cooperate with the GUC Trust and the GUC Trustee regarding information pertaining to the GUC Trust Assets; provided that the Reorganized Debtors shall have no obligation to incur out-of-pocket expenses in connection with such reasonable cooperation. 13. Administrative Consolidation for Procedural Purposes Only In either an Equitization Restructuring or an Asset Sale Restructuring , on the Effective Date, and solely for administrative purposes to facilitate distributions, each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases shall (a) be deemed merged or treated as liabilities of the GUC Trust to the extent Allowed and (b) shall be treated as filed against the consolidated Debtors and shall be treated as one GUC Claim or one Convenience Class Claim, as applicable, as an obligation of the GUC Trust. Each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases and which constitutes a guaranty by a Debtor of the obligations of any other Debtor shall be deemed eliminated and extinguished so that any such GUC Claim or Convenience Class Claim, as applicable, against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several GUC Claim or Convenience Class Claim against any of the Debtors shall be deemed to be a single obligation of the GUC Trust. For the avoidance of doubt, for purposes of determining the availability of the right of setoff under section 553 of the Bankruptcy Code, the Debtors shall be treated as separate entities so that, subject to the other provisions of section 553 of the Bankruptcy Code, debts due to any of the Debtors may not be set off against the liabilities of any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating distributions to Holders of GUC Claims under this Plan and shall not affect the legal and corporate structures of the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any subordination provisions set forth in any agreement relating to any GUC Claim or the ability of the GUC Trustee to seek to have any GUC Claim subordinated in accordance with any contractual rights or equitable principles.

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14. Leasehold Mortgages On the Effective Date, and effective as of the date of entry of the Final DIP Order, each Reorganized Debtor that is a lessee under an Unexpired Lease of nonresidential real property shall execute a leasehold mortgage with the Exit Agent, and, absent a timely objection and showing by the Confirmation Objection Deadline by the applicable lessor counterparty that such leasehold mortgage is expressly prohibited under such lease and cannot be cured or resolved by consent or other process under such lease, or would cause a default under the landlord’s financing agreement existing as of the date of entry of the Final DIP Order, each lessor counterparty to such Unexpired Lease of nonresidential real property shall be deemed to consent to the grant of such leasehold mortgage to the Exit Agent. D. The Asset Sale Restructuring If the Asset Sale Restructuring occurs, the following provisions shall govern. 1. Vesting of Assets in the GUC Trust On the Effective Date, the GUC Trust Assets shall vest in the GUC Trust free and clear of all Liens, Claims, charges, or other encumbrances. 2. Sources of Consideration for Plan Distributions Distributions under the Plan will be funded with Cash on hand on the Effective Date and the revenues and proceeds of all remaining assets of the Debtors recovered by the GUC Trust or Agent Trust, as applicable, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date. Notwithstanding anything to the contrary in the Plan or in the Asset Purchase Agreement, on the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan on or prior to the Effective Date shall vest in the Agent Trust (except the Panterra Claims, which shall vest in the GUC Trust); provided, however, that the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 3. Dissolution and Governing Bodies of the Debtors As of the Effective Date, the Debtors’ board(s) of managers shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, members, or similar governing bodies, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, managers, or similar governing body, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases. The filing by the Agent Trustee of any of the Debtors’ certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order,

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or rule, including any action by the equity holders, members, board of directors, managers, or board of managers or any of its affiliates. 4. Release of Liens Except as otherwise expressly provided herein or in the Confirmation Order, on the Effective Date, all Liens on any property of any Debtors shall automatically terminate, all property subject to such Liens shall be automatically released, and all guarantees of any Debtors shall be automatically discharged and released; provided that notwithstanding anything to the contrary set forth in this Plan, subject to the funding of the Professional Fee Escrow Account and except with respect to the GUC Trust Assets, (a) all Liens of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, on any property of any Debtors shall remain valid, binding, and in full effect on and after the Effective Date, (b) all property of the Debtors (including any Sale Proceeds) shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as such Liens and Claims exist on the Effective Date, and shall continue to secure all of the DIP Facility Claims and the Prepetition Lenders’ Claims, (c) all guarantees of any Debtors in favor of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders shall be reaffirmed and remain in full force and effect, and (d) the proceeds of sales of any collateral of the Debtors securing the DIP Facility Claims and the Prepetition Lenders’ Claims shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date, in each case of (a)-(d) until the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders are indefeasibly paid in full in Cash. 5. Corporate Action On the Effective Date, all actions contemplated under the Plan, regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized and approved in all respects, including: (a) consummation of the Asset Sale; and (b) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan or corporate structure of the Debtors or Reorganized Debtors, shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law. 6. Effectuating Documents; Further Transactions Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the GUC Trustee and the Agent Trustee are, authorized to and may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Plan such contracts, securities, instruments, releases,

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and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 7. Preservation of Causes of Action Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Agent Trust all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action other than the Panterra Claims, whether arising before or after the Petition Date, which shall vest in the Agent Trust pursuant to the terms of the Plan. The Agent Trustee may enforce all rights to commence, prosecute, or settle, as appropriate, any and all such Causes of Action, whether arising before or after the Petition Date, and the Agent Trustee’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Agent Trustee may, in its reasonable business judgment, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Agent Trustee deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Agent Trustee will not pursue any and all available Causes of Action against them. The Debtors and the Agent Trustee expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Agent Trustee expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. Subject to the consent of the Agent, the Agent Trustee may initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any other third party or any further notice to, or action, order, or approval of, the Bankruptcy Court. For avoidance of doubt, on the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 8. Agent Trust In the event an Asset Sale Restructuring occurs, the Agent Trust Assets will be transferred to the Agent Trust on the Effective Date. Except as otherwise provided in the Plan, the Confirmation Order, the Asset Purchase Agreement, or any agreement, instrument, or other document incorporated herein or therein, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, the Agent Trust Assets shall vest in the Agent Trust free and clear of all Liens, Claims, charges, or other encumbrances; provided that the Agent Trust Assets shall remain subject to the Liens

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and Claims of the DIP Agent and the Prepetition Agent, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date until such DIP Facility Claims and Prepetition Lenders’ Claims are indefeasibly paid in full in Cash. The Agent Trust shall be established for the administration of the Agent Trust as set forth in the Plan and Agent Trust Agreement. On the Effective Date, the Debtors, the Agent, and the Agent Trustee, as applicable, shall be authorized to take all actions necessary to establish the Agent Trust in accordance with the Plan and the Agent Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the Agent Trust all of their rights, title and interest in and to all of the Agent Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, other than with respect to the Liens of the Agent, which shall encumber the Agent Trust Assets, the Agent Trust Assets shall automatically vest in the Agent Trust free and clear of all Claims and Liens, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The Agent Trustee shall be the exclusive administrator of the Agent Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely for purposes of carrying out the Agent Trustee’s duties. The Agent Trust shall be administered by the Agent Trustee. The powers, rights, and responsibilities of the Agent Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the Agent Trust Agreement. The Agent Trustee shall hold and distribute the Agent Trust Assets in accordance with the provisions of the Plan and the Agent Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the Agent Trust Assets. On and after the Effective Date, the Agent Trustee shall: (a) wind down the Debtors’ businesses and affairs as expeditiously as reasonably possible, (b) make distributions on account of Agent Trust Interests as provided hereunder, (c) enforce and prosecute claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the Plan in an efficacious manner. The Agent Trustee shall liquidate all Agent Trust Assets as expeditiously as reasonably possible and make Cash distributions to holders of Agent Trust Interests. The Agent Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Agent Trustee to file motions or substitutions of parties or counsel in each such matter. 9. Agent Trustee and Agent Trust Agreement The Agent Trustee will, among other things, administer the Agent Trust Assets. The Agent Trust Agreement generally will provide for, among other things: (a) the transfer of the Agent Trust Assets to the Agent Trust; (b) the payment of certain reasonable expenses of the Agent Trust from the Agent Trust Assets; and (c) distributions to Agent Trust Beneficiaries, as provided herein and in the Agent Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the Agent Trust Agreement or the Plan, the Agent Trustee shall be responsible for all decisions and duties with respect to the Agent Trust and the Agent Trust Assets, except as otherwise

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provided in the Agent Trust Agreement or the Plan. The Agent Trustee shall make distributions to the Agent Trust Beneficiaries. 10. Tax Treatment Provided the Agent Trust is structured as a trust, (a) the Agent Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the Agent Trust shall be the liquidation and distribution of the Agent Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with the valuation of the Agent Trust Assets transferred to the Agent Trust as determined by the Agent Trustee (or its designee); (e) the Agent Trustee shall be responsible for filing all applicable tax returns for the Agent Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the Agent Trustee shall annually send to each holder of an Agent Trust Interest a separate statement regarding the receipts and expenditures of the Agent Trust as relevant for U.S. federal income tax purposes. In conformity with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the Agent Trustee and the Agent Trust Beneficiaries) will be required to treat the transfer of the Agent Trust Assets to the Agent Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the Agent Trust Assets (subject to any obligations relating to those assets) directly to the Agent Trust Beneficiaries (other than to the extent any Agent Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the Agent Trust of Agent Trust Assets in exchange for Agent Trust Interests. For all U.S. federal income tax purposes, all parties must treat the Agent Trust as a grantor trust of which holders of Claims who become Agent Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the Agent Trustee of a private letter ruling if the Agent Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the Agent Trustee), the Agent Trustee may timely elect to (a) treat any portion of the Agent Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the Agent Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The Agent Trustee may request an expedited determination of taxes of the Agent Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the Agent Trust for all taxable periods through the dissolution of the Agent Trust. 11. Non-Transferability of Agent Trust Interests

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Any and all Agent Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all Agent Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such Agent Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the Agent Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 12. Dissolution of the Agent Trust The Agent Trustee and Agent Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the Agent Trustee under the Plan have been made. 13. Indemnification and Limitation of Liability The Agent Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, an “Agent Trustee Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the Agent Trust and solely from the Agent Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable Agent Trustee Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Agent Trustee Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Agent Trust Agreement, as applicable if the applicable Agent Trustee Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Agent Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the Agent Trust Assets. The Agent Trustee shall not be personally liable for the payment of any Agent Trust expense or claim or other liability of the Agent Trust, and no person shall look to the Agent Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the Agent Trustee, Agent Trustee Indemnified Party or the termination of the Agent Trust, and shall inure to the benefit of each Agent Trustee Indemnified Party’s heirs and assigns. E. Settlement and Compromise. The Plan shall be deemed a motion to approve the good-faith compromise and settlement set forth in the Plan pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including (a) to the extent not previously released, any challenge to the amount, validity, perfection, enforceability, priority, or extent of the DIP Facility Claims or the Prepetition Lenders’ Claims and (b) to the extent

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not previously released, any claim to avoid, subordinate, or disallow any DIP Facility Claims or Prepetition Lenders’ Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise. The Plan shall be deemed to be a motion to approve the good-faith compromise and settlement of all such Claims and Interests and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise, settlement, and releases set forth in the Plan, as well as a finding by the Bankruptcy Court that such settlement and compromise, and the releases and indemnities provided to effectuate such settlement and compromise, are fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and the Holders of Claims and Interests. The compromises, settlements, and releases described herein shall be deemed non-severable from each other and from all other terms of the Plan. In order to implement the good-faith compromise and settlement set forth herein, the Plan groups the Debtors together solely for the purpose of describing treatment of Claims and Interests under the Plan and confirmation of the Plan. The Plan applies to all of the Debtors. To the extent there are no Allowed Claims or Interests with respect to a particular Debtor, such Class is deemed to be omitted with respect to such Debtor. Except as otherwise provided herein, to the extent a Holder has a Claim that may be asserted against more than one Debtor, the vote of such Holder in connection with such Claims shall be counted as a vote of such Claim against each Debtor against which such Holder has a Claim. The grouping of the Debtors in this manner shall not affect any Debtor’s status as a separate legal Entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger of consolidation of any legal Entities, or cause the transfer of any Assets, and, except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal Entities. F. Settlement of Claims After the Effective Date. In accordance with the provisions of the Plan and except as otherwise set forth in the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date: (a) in the event of an Equitization Restructuring, (i) the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) in the event of an Asset Sale Restructuring, (i) the Agent Trustee may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims. G. Cancellation of Certain Existing Securities. Except as otherwise provided in the Plan, and other than with respect to the DIP Facility Claims, the Prepetition Lenders’ Claims, the DIP Facility Documents, and the Prepetition Loan Documents, on and after the Effective Date, all notes, instruments, certificates, agreements, indentures, mortgages, security documents, and other documents evidencing any Claims against any of the Debtors, and any Interests in SMG Holdings shall be deemed canceled, surrendered, and discharged without any need for further action or approval of the Bankruptcy Court or any Holder or other person and the obligations of the Debtors or Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, and the counterparties to

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any such documents or agreements shall be released from all duties thereunder; provided that notwithstanding Confirmation or Consummation, any such document or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions under the Plan; (b) allowing creditors to enforce their rights, Claims, and interests vis-à-vis any parties other than the Debtors; and (c) preserving any rights of any creditors to enforce any obligations owed to each of them under the Plan, and to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, including, but not limited, to enforce the respective obligations owed to such parties under the Plan. H. Section 1146 Exemption. Pursuant to, and to the fullest extent permitted by, section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in connection with, the Plan, including: (a) the Restructuring Transactions; (b) the GUC Trust Agreement and, if applicable, the Agent Trust Agreement; (c) the transfer of property pursuant to an Asset Sale Restructuring, if applicable, (d) the issuance, reinstatement, distribution, transfer, or exchange of any debt, security, or other interest in the Debtors or the Reorganized Debtors, including the issuance of the New Units (including with regard to the Management Incentive Plan) pursuant to an Equitization Restructuring, if applicable, (e) the transfer, if any, of the Debtors’ assets to the Reorganized Debtors; (f) the making, assignment, recording, or surrender of any lease or sublease; (g) the grant of collateral as security for any or all of the Exit Facility, (h) the creation, modification, consolidation, termination, refinancing, delivery, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such other means, and (i) the making, delivery, or recording of any other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets or transaction arising out of, contemplated under, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers or property without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. I. Corporate Existence. Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan, the Plan Supplement, or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan or Plan Supplement and require no further action or approval (other than any requisite filings required under applicable state or federal law).

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J. Restructuring Expenses. The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date, shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. All Restructuring Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses. On the Effective Date or as soon as reasonably practicable thereafter, final invoices for all Restructuring Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors (as applicable) shall continue to pay pre- and post-Effective Date, when due and payable in the ordinary course, Restructuring Expenses related to implementation, consummation, and defense of the Plan, whether incurred before, on, or after the Effective Date. K. Document Retention On and after the Effective Date, and in the event of an Asset Sale Restructuring after prior consultation with the GUC Trustee, the Reorganized Debtors may maintain or dispose of documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. L. Closing of Chapter 11 Cases If an Equitization Restructuring occurs, upon the occurrence of the Effective Date, the Reorganized Debtors shall be permitted to close all but one of their Chapter 11 Cases. The Reorganized Debtors may designate one Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules. If an Asset Sale Restructuring occurs, upon the occurrence of the Effective Date, the Agent Trustee shall be permitted to close all but one of the Chapter 11 Cases of Debtors subject to treatment under the Plan. The Agent Trustee may designate one such Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent Trustee, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules.

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D. Releases The Plan contains certain customary debtor and third party releases (as described more fully in Article IV.U of this Disclosure Statement). “Releasing Parties”5 will be deemed to have consented to the release and discharge of all claims and Causes of Action against the Released Parties. By opting out of the Third Party Release, such Holder will also forgo the benefit of obtaining the releases set forth in Article VIII of the Plan if such party would otherwise be a Released Party. IV. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN A. What is Chapter 11? Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code. The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.” Consummating a plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan. B. Why are the Debtors sending me this Disclosure Statement? The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting votes on the Plan, Section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical 5 “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent).

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reasonable investor to make an informed judgment regarding acceptance of the Plan and to share such disclosure statement with all Holders of Claims and Interests whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with these requirements. C. Am I entitled to vote on the Plan? Your ability to vote on and your distribution under the Plan, if any, depends on what type of Claim or Interest you hold. Each category of Holders of Claims or Interests, as set forth in Article III of the Plan pursuant to Section 1122(a) of the Bankruptcy Code, is referred to as a “Class.” Each Class’s respective voting status is set forth below. Further, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to the treatment under the Plan. The Plan constitutes a chapter 11 plan of reorganization for the Debtors, which shall include the classifications set forth below. Subject to Article III of the Plan, to the extent that a Class contains Claims or Interests only with respect to one or more particular Debtors, such Class applies solely to such Debtor.
Table 1 on page 37. Back to List of Tables
Class Claims and Interests Status Voting Rights
Class 1 Other Priority Claims Unimpaired Not Entitled to Vote (Deemed to
Accept)
Class 2 Prepetition Lenders’ Claims Impaired Entitled to Vote
Class 3 Secured Tax Claims Impaired Entitled to Vote
Class 4 Other Secured Claims Impaired Entitled to Vote
Class 5 General Unsecured Claims Impaired Entitled to Vote
Class 6 Convenience Class Claims Impaired Entitled to Vote
Class 7 Intercompany Claims Either
Unimpaired
or Impaired
Not Entitled to Vote (Deemed to
either Accept or Reject)
Class 8 Subordinated Claims Impaired Not Entitled to Vote (Deemed to
Reject)
Class 9 SMG Holdings Interests Impaired Not Entitled to Vote (Deemed to
Reject)
Class 10 Other Debtor Interests Either
Unimpaired
or Impaired
Not Entitled to Vote (Deemed to
either Accept or Reject)
D. What will I receive from the Debtors if the Plan is consummated?

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The table below summarizes the treatment and anticipated recoveries on account of all classified Claims against and Interests in, the Debtors under of the Plan. Pursuant and subject to the Plan, the Debtors, the Reorganized Debtors, the Agent Trustee, and the GUC Trustee, as applicable, reserve the right to object to the amount or classification of any Claim under the Plan. A successful objection to a Claim may materially impact the recoveries projected below. THE PROJECTED RECOVERIES SET FORTH IN THE TABLE BELOW ARE ESTIMATES ONLY AND THEREFORE ARE SUBJECT TO CHANGE. FOR A COMPLETE DESCRIPTION OF THE DEBTORS’ CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS, REFERENCE SHOULD BE MADE TO THE ENTIRE PLAN.6 7 6 The recoveries set forth herein may change based upon changes in the amount of Claims that are “Allowed” as well as other factors related to the Debtors’ business operations and general economic conditions. “Allowed” means, with respect to any Claim or Interest, except as otherwise provided herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed prior to the applicable Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest that is scheduled by the Debtors as neither Disputed, contingent, nor unliquidated, and for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) a Claim or Interest that is upheld or otherwise Allowed: (i) pursuant to the Plan, including but not limited to the Prepetition Lenders’ Claims; (ii) in any stipulation that is approved by the Bankruptcy Court by a Final Order; (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith; (iv) by Final Order (including any such Claim to which the Debtors or GUC Trust had objected or which the Bankruptcy Court had Disallowed prior to such Final Order); or (v) in the judgment of the Debtors or the GUC Trustee, as applicable, prior to the expiration of the Claims Objection Deadline; provided that with respect to a Claim or Interest described in clauses (a) through (c) above, such Claim or Interest shall be considered Allowed only if and to the extent that with respect to such Claim or Interest no objection to the allowance thereof has been or, in the Debtors’, Reorganized Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim or Interest, as applicable, shall have been Allowed by a Final Order; provided, further, that no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or Disputed, and for which no Proof of Claim or Interest is or has been timely Filed, is not considered Allowed and shall be deemed expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court. For the avoidance of doubt, a Proof of Claim or Interest Filed after the Bar Date shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow,” “Allowing,” and “Allowance” shall have correlative meanings. 7 Pursuant to the Plan, the Plan Supplement will identify any Debtors listed on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors. Any such Debtor will be a Non-Reorganized Debtor under the Plan. Non-Reorganized Debtors are not subject to the treatment in Article III of the Plan. Accordingly, the recoveries set forth herein may change based upon and the inclusion of a Debtor on any Schedule of Non-Reorganized Debtors.

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Table 1 on page 39. Back to List of Tables
Class Classified

Claims
Plan Treatment Estimated
Allowed Claims
Under the
Plan
Estimated
% Recovery
Under the
Plan
Estimated
%
Recovery8
Under
Chapter 7
1 Other
Priority
Claims
Except to the extent that a Holder of an Allowed
Other Priority Claim agrees to a less favorable
treatment of its Allowed Claim acceptable to the
Agent, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each
Allowed Other Priority Claim, each such Holder
shall receive, at the option of the applicable
Debtor(s) with the consent of the Agent, either: (i)
payment in full in Cash; or (ii) other treatment
rendering such Claim Unimpaired or otherwise
permitted by the Bankruptcy Code.
$0 100.0% No
recovery
8 Recoveries are based on the Liquidation Analysis attached hereto as Exhibit D.

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Table 1 on page 40. Back to List of Tables
Class Classified

Claims
Plan Treatment Estimated
Allowed Claims
Under the
Plan
Estimated
% Recovery
Under the
Plan
Estimated
%
Recovery8
Under
Chapter 7
2 Prepetition
Lenders’
Claims
On the Effective Date, each Holder of a Class 2 Claim shall receive: if an
Equitization Restructuring occurs, (a)(1) its Pro Rata share (i.e., the proportion
that such Allowed Prepetition Lenders’ Claim bears to the aggregate amount of
all Allowed Prepetition Lenders’ Claims participating in the Exit Facility
Refinancing Loans (if any, and as determined by the Agent with, for the
avoidance of doubt, the consent of Crestline) plus all Allowed DIP Claims (if
any, and as determined by the Agent with, for the avoidance of doubt, the
consent of Crestline) participating in the Exit Facility Refinancing Loans) of the
Exit Facility Refinancing Loans on a dollar-for-dollar basis, and (2) thereafter,
the applicable New Units designated to be distributed to such Holder as set
forth below (which may be distributed to the GS Designees or the Crestline
Designees as determined by such Holder); plus (b) its Pro Rata share of the
Agent Panterra Assets; or if an Asset Sale Restructuring occurs, (a) all Cash of
the Debtors (including, if the Asset Sale Restructuring is to a Third Party
Purchaser, the Sale Proceeds) other than the GUC Trust Assets, and (b) its Pro
Rata Share of the Agent Trust Assets and the Agent Trust Interests. If an
Equitization Restructuring occurs, the distribution of New Units to the Holders
of Class 2 Claims and DIP Facility Claims shall be as follows: (a) if to the GS
Designees, (i) 63.94% of the Preferred Units and (ii) the GS Warrant; and (b) if
to the Crestline Designees, (i) 36.06% of the Preferred Units and (ii) 100% of
the Class A-1 Common Units. Notwithstanding the foregoing, the Agent, with
the consent of Crestline, may at any time redetermine the allocation and type of
New Units to be distributed the Holders of Class 2 Claims and DIP Facility
Claims. If an Equitization Restructuring occurs, (a) all DIP Liens shall be
retained by the DIP Agent and assigned to the Exit Agent and (b) any and all
Liens securing the Prepetition Lenders’ Claim shall be retained by the
Prepetition Agent and assigned to the Exit Agent to secure the obligations under
the Exit Facility. If an Asset Sale Restructuring occurs, after the Effective Date,
each of the DIP Liens and the Liens securing the Prepetition Lenders’ Claims
shall remain in effect to the same extent and in the same priority such Liens
exist on the Effective Date, and no such Lien shall be (or deemed to have been)
waived, released, satisfied or discharged, in whole or in part. Beginning on the
first calendar quarter following the Effective Date, and continuing on at least a
quarterly basis thereafter (or such other time as agreed by the Agent and the
GUC Trustee), the GUC Trustee shall pay the Pro Rata Share of Cash on hand
resulting from the Agent Panterra Assets, if any: (i) in the event of an Asset Sale
Restructuring, to the Agent Trustee or (ii) in the event of an Equitization
Restructuring, to the Agent. Holders of Prepetition Lenders’ Claims expressly
reserve the right to seek recovery against any Non-Reorganized Debtor on any
grounds, including, without limitation, the entire unpaid cash amount of the
Prepetition Lenders’ Claims.
At least
$104,123,984.28
less any amount
repaid or rolled
up pursuant to
the DIP Facility
and the DIP
Orders as of the
Effective Date
TBD No
recovery9

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Table 1 on page 41. Back to List of Tables
Class Classified

Claims
Plan Treatment Estimated
Allowed Claims
Under the
Plan
Estimated
% Recovery
Under the
Plan
Estimated
%
Recovery8
Under
Chapter 7
3 Secured Tax
Claims
Except to the extent that the Holder of an
Allowed Class 3 Secured Claim agrees to a less
favorable treatment of its Allowed Class 3 Secured
Claim acceptable to the Agent, in full and final
satisfaction, settlement, release, and discharge of
and in exchange for each Allowed Class 3 Secured
Claim, each such Holder shall receive payment in
accordance with section 1129 of the Bankruptcy
Code.
$3,200,000 100% No
recovery
4 Other
Secured
Claims
Except to the extent that a Holder of an Allowed
Class 4 Secured Claim agrees to a less favorable
treatment of its Allowed 4 Claim acceptable to the
Agent, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each
Allowed Class 4 Secured Claim, each such Holder
shall receive, at the option of the applicable
Debtor(s) with the consent of the Agent, either:
(i) payment in full in Cash; (ii) collateral securing
any such Claim and payment of any interest
required under section 506(b) of the Bankruptcy
Code; (iii) Reinstatement of such Claim; or (iv) A
new note with a principal amount equal to the
amount of the Allowed Class 4 Claim with a term
of five years, interest at the Plan Rate, payable
monthly in equal payments of principal and
interest, and secured by the same collateral that
secured such Allowed Class 4 Claim.
$2,200,000 100% No
recovery
9 In a liquidation scenario, Holders of Class 2 Prepetition Lenders’ Claims are not projected to receive a recovery on account of such Claims. In such scenario, Holders of DIP Facility Claims may receive a partial recovery on account of such DIP Facility Claims.

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Table 1 on page 42. Back to List of Tables
Class Classified

Claims
Plan Treatment Estimated
Allowed Claims
Under the
Plan
Estimated
% Recovery
Under the
Plan
Estimated
%
Recovery8
Under
Chapter 7
5 GUC (General
Unsecured)
Claims
Except to the extent that a Holder of an Allowed
GUC Claim agrees to less favorable treatment of its
Allowed Claim acceptable to the Agent, in full and
final satisfaction, settlement, release, and discharge
of and in exchange for each Allowed GUC Claim,
each such Holder of an Allowed GUC Claim in
Class 5 shall receive its Pro Rata share of the GUC
Trust Interests. Each Holder of GUC Claims in an
aggregate Allowed amount greater than $2,500.00
may irrevocably elect on its Ballot to have such
Claim irrevocably reduced to $2,500.00 and treated
as a Convenience Class Claim for the purposes of
the Plan rather than as a GUC Claim. For
avoidance of doubt, Holders of Prepetition
Lenders’ Claims shall not be entitled to any
recovery from the GUC Trust Interests or the
GUC Trust Assets (solely excepting the Agent
Panterra Assets).
$40-50 million10 0 – 14.6%11 No
recovery
6 Convenience
Class Claims
Except to the extent that a Holder of an Allowed
Convenience Class Claim agrees to a less favorable
treatment of its Allowed Claim acceptable to the
Agent, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each
Allowed Convenience Class Claim, each such
Holder shall receive within thirty (30) days after the
date such Claim is Allowed payment in Cash in an
amount equal to 10% of such Holder’s Allowed
Convenience Class Claim, which shall be payable
from the GUC Trust Reserve.
Unknown 10% No
Recovery
7 Intercompany
Claims
Class 7 Intercompany Claims shall, at the Agent’s
election, either be (i) Reinstated as of the Effective
Date or (ii) canceled, discharged, released, and
extinguished in full as of the Effective Date.
$518
million
0% No
recovery
8 Subordinated
Claims
Allowed Claims in Class 8 shall receive no payment
under the Plan.
n/a n/a n/a
9 SMG
Holdings
Interests
On the Effective Date, all Interests in SMG
Holdings shall be canceled, discharged, released,
and extinguished in full as of the Effective Date.
$0.0 0.0% No
reco very
10 The Debtors estimate that aggregate claims total for certain classes, including Class 5, will be substantially higher in a liquidation, as all unexpired leases and executory contracts would be rejected and treated within this class, as set forth in the Liquidation Analysis attached hereto as Exhibit D. 11 Article IV.R.1 of the Disclosure Statement contains a description of the assumptions reflected in the range of projections for Class 5 GUC Claims.

Page 43

Table 1 on page 43. Back to List of Tables
Class Classified

Claims
Plan Treatment Estimated
Allowed Claims
Under the
Plan
Estimated
% Recovery
Under the
Plan
Estimated
%
Recovery8
Under
Chapter 7
10 Other Debtor
Interests
On the Effective Date, Interests in the Other
Debtors shall, at the Agent’s election, either be

(i) Reinstated as of the Effective Date or
(ii) canceled, discharged, released, and extinguished
in full as of the Effective Date.
$0.0 0.0% No
recovery
E. What will I receive under the Plan if I hold an Allowed Administrative Claim, Professional Fee Claim, Priority Tax Claim, or DIP Loan Claim? In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, and DIP Facility Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests. Notwithstanding anything to the contrary in the Plan, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to Article II of the Plan and shall not be paid by the Reorganized Debtors. The Debtors estimate that Allowed Administrative Claims will total approximately $1.0 million (including $0.3 million for wages, $0.5 million for cost of goods sold and utilities and $0.2 million for estimated February 2021 sales taxes, all due in the normal course) excluding administrative rent that may be owed in respect of rejected leases (a potential liability that the Debtors estimate to be approximately $0.2 million). If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. The Debtors further estimate that there will be Allowed Other Priority Claims aggregating approximately $0. The Debtors’ estimates are the result of the Debtors’ and their advisors’ careful analysis of available information, including the Debtors’ books and records and an analysis of the validity of the Claims asserted against the Debtors. The actual amount of Allowed Administrative Claims and Other Priority Claims is subject to numerous contingencies. Nonetheless, the Debtors have determined that there will be sufficient value to satisfy Allowed Administrative Claims and Other Priority Claims in full or otherwise render such claims unimpaired under the Plan. 1. Administrative Claims (a) General Administrative Claims General Administrative Claims will be satisfied as set forth in Article II.A.1 of the Plan, as summarized herein. Except as otherwise provided for in the Plan, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, each Holder of an Allowed General Administrative Claim (other than Holders of Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code), will receive, in full satisfaction release, settlement, and discharge

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of such General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim: (a) to the extent such Allowed General Administrative Claim is due and owing on the Effective Date, on the Distribution Date; (b) to the extent such Allowed General Administrative Claim is not due and owing on the Effective Date, (i) in accordance with the terms of any agreement between the Debtors and such Holder as of the Effective Date, or when such Claim becomes due and payable under applicable non-bankruptcy law, or (ii) in the ordinary course of business; or (c) to the extent the General Administrative Claim is not Allowed as of the Effective Date, sixty (60) days after the date on which an order allowing such General Administrative Claim becomes a Final Order, or as soon thereafter as reasonably practicable, in each case of (a) through (c) without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court. Requests for allowance and payment of General Administrative Claims that were (a) not incurred in the ordinary course of the Debtors’ business and (b) are not subject to the Administrative Claims Bar Date Order must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are (a) not subject to the Administrative Claims Bar Date Order and are required to File and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date and do not File and serve such a request by the Administrative Claims Bar Date specified in the Confirmation Order or (b) are subject to the Administrative Claims Bar Date Order but did not timely File and serve such a request in accordance with the Administrative Claims Bar Date Order, shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors or Reorganized Debtors, as applicable, or their respective property, and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for allowance and payment of General Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Date (including those that are subject to the Administrative Claims Bar Date Order) shall not appear on the Claims Register and shall be Disallowed automatically without the need for further action by the Debtors or the Reorganized Debtors, as applicable, or further order of the Bankruptcy Court. To the extent Article II.A.1 of the Plan conflicts with Article XII.D of the Plan with respect to fees and expenses payable under section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article XII.D of the Plan shall govern. Notwithstanding the foregoing, no request for payment of a General Administrative Claim need be Filed with respect to a General Administrative Claim previously Allowed by Final Order. The Reorganized Debtors, with the consent of the Agent, may settle General Administrative Claims without further Bankruptcy Court approval; provided, however, that the Reorganized Debtors shall provide notice prior to seeking the reclassification of any General Administrative Claim to a GUC Claim and the GUC Trustee shall have standing to object to such reclassification. The Reorganized Debtors may also choose to object to any Administrative Claim no later than sixty (60) days from the Administrative Claims Bar Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or Reorganized Debtors (or other party with standing), as applicable, object to a timely filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or Reorganized Debtors, as applicable, object to an Administrative Claim, the parties may confer to try to reach a settlement and, failing that,

Page 45

the Bankruptcy Court will determine whether such Administrative Claim should be Allowed and, if so, in what amount. (b) Professional Fee Claims All final requests for compensation or reimbursement of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date (other than substantial contribution claims under section 503(b)(4) of the Bankruptcy Code), must be Filed and served on the Reorganized Debtors and their counsel no later than forty-five (45) days after the Effective Date or as may otherwise be directed by the Bankruptcy Court. All such final requests will be subject to approval by the Bankruptcy Court after notice to other parties on the regular service list and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be paid as soon as reasonably practicable from the Professional Fee Escrow Account up to the full Allowed amount. Objections to applications of Professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting Professional or other entity by no later than twenty-one (21) days (or such longer period as may be established by order of the Bankruptcy Court or by agreement of the objecting party, the applicable Professional, and the Reorganized Debtors) after the date on which the applicable application for compensation or reimbursement was served. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. (c) Professional Fee Escrow Account. Prior to the Effective Date, the Debtors shall establish the Professional Fee Escrow Account which shall be funded on the Effective Date with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors, as applicable. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order. When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be delivered to the Reorganized Debtors without any further action or order of the Bankruptcy Court. (d) Professional Fee Reserve Amount. Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Confirmation Date and shall deliver such estimate to the Debtors no later than five business days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Filed Professional Fee Claims. If a Professional does not provide such an estimate, the Debtors may estimate the unpaid and unbilled

Page 46

fees and expenses of such Professional. The aggregate amount for all Professionals estimated pursuant to this section shall comprise the Professional Fee Reserve Amount. 2. Priority Tax Claims The Debtors estimate that Allowed Priority Tax Claims will total approximately $4.1 million. Priority Tax Claims will be satisfied as set forth in Article II.B of the Plan and summarized herein. Except to the extent that a Holder of an Allowed Priority Tax Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive, at the option of the Reorganized Debtors with the consent of the Agent: (a) payment in full of such Allowed Priority Tax Claim on the Distribution Date or (b) treatment in accordance with the provisions of sections 1129(a)(9)(C) or 1129(a)(9)(D) of the Bankruptcy Code, as the case may be, and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code. 3. DIP Facility Claims All DIP Facility Claims shall be deemed to be Allowed Secured Claims and Allowed superpriority Administrative Claims in the full amount due and owing under the DIP Facility Loan Documents and the DIP Orders as of the Effective Date. If an Equitization Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, each Holder thereof shall receive: a. Its Pro Rata share (i.e., the proportion that such Allowed DIP Claim bears to the aggregate amount of all Allowed DIP Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed Prepetition Lenders’ Claims (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis; plus b. Thereafter, the applicable New Units designated to be distributed to such Holder (as more fully set forth in Article III.B – Class 2 of the Plan). If an Equitization Restructuring occurs, the Agent (with, for the avoidance of doubt, the consent of Crestline) may at any time prior to the Effective Date determine the amount of Allowed DIP Facility Claims and Allowed Prepetition Lenders’ Claims that shall be refinanced with Exit Facility Refinancing Loans; provided, however, that (a) the allocation of any Allowed DIP Facility Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed DIP Facility Claims, and (b) the allocation of any Allowed Prepetition Lenders’ Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed Prepetition Lenders’ Claims. If an Asset Sale Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, each Holder thereof shall receive indefeasible payment in full in Cash.

Page 47

Subject to the provisions of Article III.B Class 2 of the Plan, unless and until Holders of Allowed DIP Facility Claims receive (a) in an Equitization Restructuring, their Pro Rata share of the Exit Facility Refinancing Loans (if any) and their applicable share of the New Units, or (b) in an Asset Sale Restructuring, indefeasible payment in full in Cash (or such other treatment consented to by such Holder), then notwithstanding entry of the Confirmation Order and anything to the contrary in this Plan or the Confirmation Order, (1) none of the DIP Facility Claims shall be discharged, satisfied or released or otherwise affected in whole or in part, and each of the DIP Facility Claims shall remain outstanding, (2) none of the DIP Liens shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part, and (3) none of the DIP Facility Loan Documents shall be (or deemed to have been) terminated, discharged, satisfied or released or otherwise affected in whole or in part, and each such DIP Facility Loan Document shall remain in effect. Holders of DIP Facility Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the DIP Facility Claims. 4. Statutory Fees On or before the Effective Date, the Debtors who will be Reorganized Debtors shall have paid in full in Cash all fees due and payable pursuant to section 1930 of Title 28 of the United States Code. On and after the Effective Date, the payment of such fees shall be made in accordance with Article X.D. of the Plan. F. What happens to my recovery if the Plan is not confirmed or does not go effective? In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to reorganize their business. It is possible that any alternative may provide Holders of Claims and Interests with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 case, or of a liquidation scenario, see Article X.B of this Disclosure Statement, entitled “Best Interests of Creditors/Liquidation Analysis” and the Liquidation Analysis attached hereto as Exhibit D. G. What are the sources of Cash and other consideration required to fund the Plan? The Debtors will fund distributions under the Plan with, as applicable: (1) Cash on hand; (2) future revenue; (3) Sale Proceeds; and/or (4) the Exit Facility, as applicable. H. Are there any regulatory approvals required to consummate the Plan? No. There are no known regulatory approvals that are required to consummate the Plan. I. Are there risks to owning the New Units upon emergence from Chapter 11? Yes. See Article VIII of this Disclosure Statement, entitled “RISK FACTORS.” J. Is there potential litigation related to the Plan?

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Parties in interest may object to the approval of this Disclosure Statement and may object to Confirmation of the Plan as well, which objections potentially could give rise to litigation. See Article VIII.C.5 of this Disclosure Statement, entitled “The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases.” In the event that it becomes necessary to confirm the Plan over the objection of certain Classes, the Debtors may seek confirmation of the Plan notwithstanding the dissent of such objecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an impaired Class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See Article VIII.A.4 of this Disclosure Statement entitled “The Debtors May Not Be Able to Secure Confirmation of the Plan.” Subject to the terms of the Plan, the Reorganized Debtors, the GUC Trustee, and/or the Agent Trustee (if applicable) will have power and authority to investigate, prosecute, settle, release or otherwise liquidate, compromise, or resolve the Causes of Action. K. Will any party have significant influence over the corporate governance and operations of the Debtors following consummation of the Plan? If an Equitization Restructuring occurs, the Reorganized SMG Board shall be established as of the Effective Date. The composition of the Reorganized SMG Board and the identities of the directors and/or managers of the Reorganized SMG Board will be set forth in the Reorganized SMG A&R LLCA and disclosed in the Plan Supplement. As of the Effective Date, the terms of the current members of the boards of directors or managers, as applicable, of each of the Debtors shall expire, and the initial Reorganized SMG Board and the boards of directors or managers of each of the other Reorganized Debtors will include those directors and officers set forth in the lists of directors and officers of the Reorganized Debtors included in the Plan Supplement. After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of each person proposed to be an officer or to serve on the initial board of directors of any of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer. Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents. L. What is the Management Incentive Plan and how will it affect the distribution I receive under the Plan? The Reorganized SMG A&R LLCA will contain a Management Incentive Plan pursuant to which management and key employees will receive a percentage of equity in Reorganized SMG, comprised of Class B Common Units. The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) shall be determined by the Reorganized SMG Board. M. Will operation of the Debtors’ theaters be affected by the Plan?

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The Debtors believe the Plan provides the best alternative for the Debtors to reorganize and operate their theaters. The Plan provides for the treatment of all Claims against the Debtors’ estates and the assumption and rejection of certain Unexpired Leases and Executory Contracts. The Debtors believe the Plan will enable them to successfully restructure their financial obligations and will permit the Debtors to operate their theaters subject to Unexpired Leases identified on the Assumed Executory Contract and Unexpired Lease List in substantially the same manner as they did prior to the Petition Date, subject to applicable continuation of any COVID-19 laws and regulations. N. What will happen to Executory Contracts and Unexpired Leases under the Plan? On the Effective Date, except as otherwise provided in the Plan, (a) all Executory Contracts and Unexpired Leases of the Debtors listed on the Assumed Executory Contract and Unexpired Lease List and (b) all other Unexpired Leases of the Debtors, are deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (a) previously were assumed, assumed and assigned, or rejected by the Debtors; (b) are identified on the Rejected Executory Contract and Unexpired Lease List; or (c) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute a court order approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases, as applicable, as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, or the Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to Article V.A of the Plan or by any order of the Bankruptcy Court, and which has not been assigned to a third party before the Effective Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms (including as may be amended or modified prior to the Effective Date by agreement with the applicable counterparty and acceptable to the Agent), except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption or rejection under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right, subject to the consent of the Agent, to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List and the Assumed Executory Contract and Unexpired Lease List at any time through and including the Confirmation Date. The Reorganized Debtors may assume any Executory Contract that is not listed on the Assumed Executory Contract and Unexpired Lease List at any time up to and including the Confirmation Date, and any such Executory Contract that is not assumed by such time shall be deemed rejected. Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed within thirty (30) days after the later of: (a) the Effective Date; and (b) the date of such rejection as established by a Final Order or pursuant to the Plan if later than the Effective Date. 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 Debtors, Reorganized Debtors, the Estates, the GUC Trust, the Agent Trust (if applicable), or their property without the need for any objection by the Debtors or the Reorganized Debtors or further notice to, or action, order, or approval

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of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as GUC Claims and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. Any Cure Claims under each Assumed Executory Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such other terms as the Debtors or Reorganized Debtors (as applicable) (with the consent of the Agent) and the other parties to such Executory Contracts or Unexpired Leases, and if applicable, the Purchaser, may otherwise agree. If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. In the event of a dispute regarding (a) the amount of any Cure Claim, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (c) any other matter pertaining to assumption, payment of the Cure Claims required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. Any objection by a counterparty of an Executory Contract or Unexpired Lease to a proposed assumption (including, for purposes of the Plan, assumption and assignment) of an Executory Contract or Unexpired Lease or the related Cure Claims (including as set forth on the Assumed Executory Contract or Unexpired Lease List) must be Filed, served, and actually received by the Debtors in accordance with the Disclosure Statement Order or other applicable Final Order of the Bankruptcy Court. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure Claim will be deemed to have consented to such assumption and the proposed Cure Claim. For the avoidance of doubt, to the extent an Executory Contract or Unexpired Lease proposed to be assumed is not listed as having a related Cure Claim, any counterparty to such Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption will be deemed to have consented to such assumption and deemed to release any Claim or Cause of Action for any monetary defaults, including any Cure Claim, under such Executory Contract or Unexpired Lease. For the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may, with the consent of the Agent, add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contracts and Unexpired Lease List prior to the Effective Date for any reason, including if the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable cure notice, Assumed Executory Contract and Unexpired Lease List, or the Plan, in which case such Executory Contract or Unexpired Lease shall be deemed rejected as the Effective Date; provided, however, that for the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may not add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contract and Unexpired Lease List after the Effective Date. Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and full satisfaction of any applicable Cure Claim shall result in the

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full release and satisfaction of any Claims, Cure 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 effective date of assumption. Any Proofs of Claim Filed with respect to an Assumed Executory Contract or Unexpired Lease shall be deemed Disallowed and expunged as of the Effective Date, without further notice to or action, order, or approval of the Bankruptcy Court. Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases. Notwithstanding anything to the contrary in the Plan, Article V of the Plan shall not apply to Claims against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors. O. What will happen to Insurance Policies under the Plan? As set forth in Article V.E of the Plan, each of the Debtors’ Insurance Policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, and in the event of an Equitization Restructuring, on the Effective Date, (a) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims and (b) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors. P. Are the Debtors assuming any indemnification obligations for their current officers and directors under the Plan? No. Q. How will the preservation of the Causes of Action impact my recovery under the Plan? The Plan provides for the retention of all Causes of Action other than those that are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order. The Schedule of Retained Causes of Action shall be set forth in the Plan Supplement, in accordance with the Plan. The Schedule of Retained Causes of Action shall specify which Causes of Action shall be retained by the Reorganized Debtors. Any proceeds from the Retained Causes of Action will be retained by the Reorganized Debtors, the GUC Trust, and/or Agent Trust, as applicable. The Panterra Claims will be transferred and assigned to the GUC Trust. The GUC Trust Assets include 100% of net proceeds of the Panterra Claims recovered by the GUC Trust up to $4,000,000.00 and 50% of net proceeds of the Panterra Claims recovered by the GUC Trust in excess of $4,000,000.00. For a more detailed description of the Panterra Claims, see Article VII.G.a.3. If an Equitization Restructuring occurs:

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As set forth in Article IV.C.10 of the Plan, in accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII of the Plan, the Reorganized Debtors or the GUC Trust, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action belonging to the Debtors or their Estates that vest in the Reorganized Debtors or the GUC Trust pursuant to the Plan, as applicable, whether arising before or after the Petition Date, including, without limitation, any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ and the GUC Trust’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than Causes of Action released by the Debtors pursuant to the releases and exculpations set forth in Article VIII of the Plan or otherwise under this Plan; provided, however, that notwithstanding anything to the contrary herein, on the Effective Date (a) all Causes of Action against the Schultz Parties of Debtors that become Reorganized Debtors shall vest in the Reorganized Debtors and (b) all Causes of Action against the Schultz Parties of Debtors that become Non-Reorganized Debtors shall be transferred and assigned to the Reorganized Debtors, unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). The Reorganized Debtors and the GUC Trustee may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors and the GUC Trust Beneficiaries. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of Action against it as any indication that the Reorganized Debtors or GUC Trustee will not pursue any and all available Causes of Action of the Debtors or the Estates against it. The Reorganized Debtors and the GUC Trustee, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the Debtors or the Estates against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors and the GUC Trustee expressly reserve all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation. The Reorganized Debtors and the GUC Trust, as applicable, reserve and shall retain such Causes of Action of the Debtors and their Estates notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor or its Estate may hold against any Entity shall vest in the Reorganized Debtors or the GUC Trust pursuant to the Plan, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The Reorganized Debtors and the GUC Trust shall retain and may exclusively enforce any and all such Causes of Action, and through their authorized agents or representatives shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment, any such Causes of Action (except as otherwise expressly provided in the Plan), or to decline to do any of the foregoing, without

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the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. On the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. If an Asset Sale Restructuring occurs: Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Agent Trust all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action other than the Panterra Claims, whether arising before or after the Petition Date, which shall vest in the Agent Trust pursuant to the terms of the Plan. The Agent Trustee may enforce all rights to commence, prosecute, or settle, as appropriate, any and all such Causes of Action, whether arising before or after the Petition Date, and the Agent Trustee’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Agent Trustee may, in its reasonable business judgment, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Agent Trustee deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Agent Trustee will not pursue any and all available Causes of Action against them. The Debtors and the Agent Trustee expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Agent Trustee expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. Subject to the consent of the Agent, the Agent Trustee may initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any other third party or any further notice to, or action, order, or approval of, the Bankruptcy Court. For avoidance of doubt, on the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 1. What Causes of Action are not being preserved? Any and all claims and Causes of Action that the Debtors could assert against any Released Party are being released pursuant to the Plan and shall not be preserved for prosecution. R. What might affect the recovery to Holders of Allowed GUC Claims?

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Except to the extent that a Holder of an Allowed GUC Claim agrees to less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed GUC Claim, each such Holder of an Allowed GUC Claim in Class 5 shall receive its Pro Rata share of the GUC Trust Interests. Each Holder of GUC Claims in an aggregate Allowed amount greater than $2,500.00 may irrevocably elect on its Ballot to have such Claim irrevocably reduced to $2,500.00 and treated as a Convenience Class Claim for the purposes of the Plan rather than as a GUC Claim.12 For avoidance of doubt, Holders of Prepetition Lenders’ Claims shall not be entitled to any recovery from the GUC Trust Interests or the GUC Trust Assets (solely excepting the Agent Panterra Assets). 1. What is the estimated range of recovery for holders of Allowed GUC Claims? As stated in the summary chart above, the Debtors’ good faith estimate of the range of recovery for Allowed GUC Claims is between 0% and 14.6%. Allowed GUC Claims will share in recovery provided to the GUC Trust, which consists of (i) the GUC Trust Reserve ($1.0 million) net of GUC Trust Expenses and the Cash required to satisfy all Allowed Convenience Class Claims, and (ii) certain recoveries from the Panterra Actions, as explained in further detail below. Further, the Debtors’ good faith estimate of the likely final amount of Allowed GUC Claims, as discussed below, is between $40 million and $50 million. In a downside scenario, assuming the GUC Trustee is unsuccessful in pursuing the Panterra Actions and exhausts the GUC Trust Reserve in the administration of the GUC Trust (including such expenses incurred in paying Allowed Convenience Class Claims, pursuing the Panterra Actions, and claims administration) there will be no funds available for distribution to Holders of Allowed GUC Claims. In an upside scenario, the aggregate amount of Allowed GUC Claims would be approximately $40 million, the low end of the Debtors’ estimate. In such a scenario, the GUC Trust would prevail in its pursuit of the Panterra Claims which, assuming GUC Trust Expenses (including such expenses incurred in pursuing the Panterra Claims, payment of Allowed Convenience Class Claims, and costs associated with claims administration) total $750,000, the total amount of Cash available for distribution to Holders of Allowed GUC Claims is approximately $5.85 million. Thus, the approximate expected recovery in such a scenario to Holders of Allowed GUC Claims is approximately 14.6%. 2. How will the final amount of Allowed GUC Claims affect the recovery of Holders of Allowed GUC Claims under the Plan? The Debtors estimate the amount of Allowed GUC Claims against all Debtors will be approximately $40 million to $50 million, inclusive of Claims arising from the Debtors’ rejection of Executory Contracts and Unexpired Leases, as discussed below. The estimate of Allowed GUC Claims is the result of the Debtors’ and their advisors’ careful analysis of available information, including the Debtors’ books and records and an analysis of the validity of the GUC Claims asserted against the Debtors. As part of their analysis, the Debtors and their advisors determined that certain of the GUC Claims that have been asserted should not be Allowed GUC Claims for various reasons, including that such GUC Claims have been satisfied during these Chapter 11 Cases, are duplicative, or are not properly asserted against the applicable Debtor, among others. The Debtors’ estimate of Allowed GUC Claims, and the corresponding ranges of potential recoveries resulting therefrom, depends on a number of contingencies, including, among others: 12 For avoidance of doubt, the amount of Allowed GUC Claims for determination of whether a Holder’s Claim(s) is less than $2,500.00 such that it will be treated as a Convenience Class Claim is measured in the aggregate across all Debtors.

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(a) the determination to be made by the Debtors regarding the assumption and rejection of Executory Contracts and Unexpired Leases; (b) the amount of Claims from the rejection of such Executory Contracts and Unexpired Leases; (c) the amount of Claims Filed by Governmental Units; (d) Claims arising from litigation against the Debtors; and (e) the Claims reconciliation process. Although the estimate of Allowed GUC Claims is the result of the Debtors’ and their advisors’ careful evaluation of available information, the ultimate amount of Allowed GUC Claims may be higher or lower than the Debtors’ estimate provided herein, which difference could be material. 3. How will Claims asserted with respect to rejection damages affect the recovery of Holders of Allowed GUC Claims under the Plan? The Debtors currently estimate that Claims arising from the Debtors’ rejection of Executory Contracts and Unexpired Leases total approximately $25 to 35 million in the aggregate. This estimate takes into account large claims that are subject to potential settlement. If the settlements are not approved by the Bankruptcy Court, the actual amount of Claims arising from rejection of Executory Contracts and Unexpired Leases could be materially greater than the Debtors’ estimates. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as GUC Claims against the applicable Debtor and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. Accordingly, to the extent that the actual amount of GUC Claims on account of rejection damages Claims changes, the value of recoveries to Holders of Claims in Class 5 could change as well, and such changes could be material. Similarly, as set forth in the Liquidation Analysis, if the Plan is not confirmed and the Debtors’ estates are liquidated, the Debtors anticipate that the amount of rejection damages claims would increase significantly as all unexpired leases and executory contracts would be rejected. 4. How will the resolution of the Panterra Actions affect the recovery of Holders of Allowed GUC Claims under the Plan? As explained in further detail in section VII.G.3 below, the Panterra Actions are being transferred and assigned to the GUC Trust for the benefit of Holders of Allowed GUC Claims. In the Panterra Actions, the Debtors assert Causes of Action that may be worth up to $7.2 million. As provided in the Plan, the GUC Trust will receive the first $4.0 million of net proceeds of the Panterra Actions and 50% of any recovery above $4.0 million. Accordingly, the likely maximum amount available to Holders of Allowed GUC Claims attributable to the Panterra Claims is $5.6 million. However, as explained in further detail in section VII.G.3 below, the extent to which the GUC Trust will be able to obtain a recovery in the Panterra Actions is uncertain and dependent upon a variety of factors. Further, although vigorously disputed, a third party asserts a right to any proceeds from the Panterra Actions. Accordingly, the Panterra Actions’ value to Holders of Allowed GUC Claims is unknown. 5. How will the resolution of certain contingent, unliquidated, and disputed litigation Claims affect the recovery of Holders of Allowed GUC Claims under the Plan? The Debtors’ estimates of Allowed GUC Claims are based on reasonable estimates of certain contingent, unliquidated, and disputed litigation Claims known to the Debtors as of the date hereof, which generally are considered unsecured Claims. The actual amount of Allowed GUC Claims could range based on certain contingent, unliquidated, and disputed litigation Claims, some of which were known to the Debtors as of the date hereof, which generally are considered unsecured Claims.

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As of the Petition Date, the Debtors were parties to certain litigation matters that arose in the ordinary course of operating their business and could become parties to additional litigation in the future as a result of conduct that occurred prior to the Petition Date. Certain of these litigation matters are set forth more fully in Section VII of this Disclosure Statement. Although the Debtors have disputed, are disputing, or will dispute in the future the amounts asserted by such litigation counterparties, to the extent these parties are ultimately entitled to a higher amount than is reflected in the amounts estimated by the Debtors herein, the value of recoveries to Holders of Claims in Class 5 could change as well, and such changes could be material. S. If the Plan provides that I get a distribution, do I get it upon Confirmation, when the Plan goes effective, or on the Distribution Dates? What is meant by “Confirmation,” “Effective Date,” and “Consummation?” “Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that need to be satisfied or waived so that the Plan can go effective. See Article X of this Disclosure Statement, entitled “Confirmation of the Plan” for a discussion of the conditions precedent to consummation and effectiveness of the Plan. Unless otherwise provided in the Plan, on the Distribution Date (or if a Claim is not an Allowed Claim on the Distribution Date, on the date that such Claim or Interest becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for such Allowed Claim in accordance with its priority and Allowed amount. Other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, no interest shall accrue on any Claims from and after the Effective Date. No Holder of a Claim shall recover more than 100 percent of the Allowed amount of such Claim. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. To the extent any distributions made in accordance with the Plan are subject to disgorgement to the Reorganized Debtors or the GUC Trustee, as applicable, the Reorganized Debtors or the GUC Trustee, as applicable, shall effectuate the distribution of such disgorged distribution to the Holders of Allowed Claims entitled to such distributions in accordance with the Plan as soon as reasonably practicable. For the avoidance of doubt, to the extent disgorgement of a distribution made to a Holder of a Claim pursuant to the Plan is required, such Holder shall be required to disgorge any distribution but shall not be required to remit interest on such distribution. T. What happens to contingent, unliquidated, and disputed Claims under the Plan? As set forth in more detail in Article VII of the Plan, after the Effective Date, (a) if an Equitization Restructuring occurs, the Reorganized Debtors, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or litigate to judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) if an Asset Sale Restructuring occurs, the Agent Trust, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or

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litigate to judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims. The applicable Reorganized Debtor(s), and the GUC Trustee, shall have the authority to settle or compromise any applicable Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and the applicable Reorganized Debtor(s) and/or the GUC Trustee shall have the authority to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. Before or after the Effective Date, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C. § 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim that has been Disallowed or expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor or GUC Trustee may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. On or after the Effective Date, the Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, may establish one or more reserves for Claims that are contingent or have not yet been Allowed, in an amount or amounts as reasonably determined by the applicable Debtors, Reorganized Debtors, or, the GUC Trustee, as applicable, consistent with the Proof of Claim Filed by the applicable Holder of such Disputed Claim. U. Will there be releases and exculpation granted to parties in interest as part of the Plan? Yes, to effectuate the settlements reached with these parties, the Plan includes releases by the Debtors (the “Debtors’ Releases”) and the Third Party Release, an exculpation provision, and an injunction provision. The Plan provides for releases by the Debtors of (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan. Pursuant to the Third Party Release, the Releasing Parties provide a release in favor of the Released Parties. Importantly, each Holder of a Claim or Interest who either (a) votes in favor

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of the Plan or (b) is not entitled to vote, abstains from voting, or votes against the Plan and does not opt out of the Third Party Release on a timely submitted Ballot, will be deemed to have expressly, unconditionally, generally, individually, and collectively released and discharged all Claims and Causes of Action against the Released Parties. In addition, the Plan provides for the exculpation of: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons. The Debtors’ Releases, the Third Party Release, and the exculpation provisions included in the Plan comply with the Bankruptcy Code and prevailing law because, among other reasons, they are the product of extensive good faith, arm’s-length negotiations and were material inducements for the contributions provided by the Released Parties. These provisions were an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations among the Debtors, the Committee and creditors and an integral part of the Plan. In addition, the Released Parties and the Exculpated Parties have made substantial and valuable contributions to the Debtors’ restructuring that will maximize and preserve the going-concern value of the Debtors for the benefit of all parties in interest. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions. 1. Releases by the Debtors The Debtors’ Releases are fair and equitable, in the best interest of the Debtors’ Estates, and well within the Debtors’ business judgment. First, the Debtors undertook to investigate potential Estate claims and Causes of Action. The Debtors believe that the potential proceeds of Estate claims and Causes of Action being released under the Plan would not be significant in light of the complex and time consuming litigation that would accompany prosecution thereof and, accordingly, that the settlements embodied in the Plan and the corresponding releases are fair based on the value to the Debtors’ Estates and their creditors in light of the cost of developing and prosecuting such Causes of Action. The Debtors’ Releases appropriately offer protection to parties that meaningfully participated in the Debtors’ restructuring process, including the DIP Agent, the DIP Lenders, the Prepetition Agent, the Prepetition Lenders, and the Committee. Specifically, these parties have agreed to support the Plan and provide mutual releases to the Released Parties, paving the way to the Debtors’ exit from these Chapter 11 Cases. Second, to the extent the Released Parties have indemnification rights against the Debtors under applicable agreements for, among other things, all losses, damages, claims, liabilities, or expenses, including defense costs, for claims subject to the release provisions of the Plan, these claims could directly affect the Debtors’ Estates. Moreover, there is no question that the Debtor Related Persons have provided (and continue to provide) valuable consideration to the Debtors, as they commit substantial time and effort to the Debtors’ Estates and restructuring efforts throughout this chapter 11 process. Third, the Debtors’ Releases were vigorously negotiated at arms-length by sophisticated entities that were represented by able counsel and financial advisors and were a necessary and integral

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element of consideration that these parties required before agreeing to provide the consideration contemplated by the settlements. Accordingly, the Debtors submit that the Debtors’ Releases are consistent with applicable law, represent a valid settlement and release of claims the Debtors may have against the Released Parties pursuant to Section 1123(b)(3)(A) of the Bankruptcy Code, are a valid exercise of the Debtors’ business judgment, and are in the best interests of their Estates. Article VIII.C provides as follows with respect to the Debtors’ Releases: Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates, from any and all claims and Causes of Action whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates 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 Interest, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), the Reorganized Debtors (including the formation thereof, if applicable), the Debtors’ prepetition activities (including any intercompany transactions), the DIP Order (and any payments or transfers in connection therewith), the New Organizational Documents, the Exit Facility, any preference or avoidance claims pursuant to sections 544, 547, 548, or 549 of the Bankruptcy Code, the settlements and/or treatment of Claims and Interests contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the releases described herein are: (1) in exchange for the good and valuable consideration provided by or on behalf of the Released Parties; (2) a good faith settlement and compromise of the Claims and Interests released herein; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any claim or Cause of Action released pursuant to the releases described herein or asserting (directly or indirectly) or trading any claim or Cause of Action released pursuant to the releases described herein against any Released Party at any time.

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Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Article VIII.C: (i) do not 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; (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan; and (iii) do not release any Panterra Claims. 2. Third Party Release Similarly, the Third Party Release is integral to the Plan and is a condition of the settlements embodied therein. The provisions of the Plan were heavily negotiated by sophisticated parties, represented by competent counsel. The Third Party Release (together with the Debtors’ Releases) are key components of the Debtors’ restructuring and a key inducement to bring stakeholder groups to the bargaining table. Put simply, the Released Parties were unwilling to provide value to the Debtors’ Estates without assurances that they would not be subject to post-emergence litigation or other disputes related to the restructuring. The Third Party Release therefore not only benefits the non-Debtor Released Parties, but also the Debtors’ post-emergence enterprise as a whole. Importantly, the Third Party Release is consensual because it provides Holders of Claims and Interests (other than those Holders who vote to accept the Plan) with the option to opt out of the Third Party Release by checking a box on the Ballot or Opt Out Form provided by the Debtors. Each of the Disclosure Statement, Ballots, and notices of non-voting status state in bold-faced, conspicuous text that Holders of Claims and Interests that do not opt out of the Third Party Release will be bound thereby. Accordingly, upon electing to opt out, such Holders of Claims or Interests do not grant the Third Party Release and no longer have a basis to argue their rights are affected thereby. At the same time, by electing to opt out, such Holders of Claims are excluded from being a Released Party, and also do not receive the benefits of being a Released Party. The Third Party Release complies with applicable law: First, the Third Party Release is sufficiently specific to put the Releasing Parties on notice of the released claims. Second, the Third Party Release is integral to the Plan and the settlement and compromise therein. The provisions of the Plan were heavily negotiated by sophisticated parties, represented by competent counsel, for which the Third Party Release was a material inducement. Third, as described more fully above, each of the Released Parties under the Third Party Release provided consideration (and are also Releasing Parties themselves, thereby making the release mutual). Ultimately, the restructuring contemplated by the Plan operates to maximize the Debtors’ fresh start by minimizing the possibility of distracting post-emergence litigation or costs associated with the continuation of disputes related to the Debtors’ restructuring, and would not be possible absent the support of the Released Parties. Article VIII.D provides as follows with respect to the Third Party Release: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party is deemed to have released and discharged each Released Party from any and all claims and 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

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or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement

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(including those set forth in the Plan Supplement) executed to implement the Plan and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. 3. Mutual Releases by Agent Released Parties and Schultz Parties The Plan also contains a mutual release between the Agent Released Parties and the Schultz Parties. Article VIII.E provides as follows with respect to such release: Notwithstanding anything to the contrary herein, it shall be a condition to the effectiveness of this Article VIII.E that each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent), and this Article VIII.E shall have no force or effect unless such condition is satisfied or waived by the Agent prior to the Effective Date. Subject to the satisfaction or waiver of the conditions set forth above, as of the Effective Date, except to enforce distributions under the Plan, (a) each Agent Released Party is deemed to have released and discharged each Schultz Party, and (b) each Schultz Party is deemed to have released and discharged each Agent Released Party, from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Agent Released Party or Schultz Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates.

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Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Agent Released Parties and the Schultz Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Agent Released Parties or the Schultz Parties asserting any claim or Cause of Action released pursuant to the releases described herein. 4. Release of Liens. Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date, and except with regard to Secured Claims that the Debtors, with the Agent’s consent, elect to Reinstate in accordance with Article III.B of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns (including Reorganized SMG if applicable), in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or the Reorganized Debtors, as applicable. The Reorganized Debtors are authorized to execute any document or make any filing necessary to further document the release of any lien, security interest or similar encumbrance. 5. Exculpation. Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents).

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6. Injunction. Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold Claims, Interests, Liens or Causes of Action that have been released pursuant to Article VIII.B, Article VIII.C, Article VIII.D, or Article VIII.E of the Plan (if applicable), or are discharged pursuant to Article VIII.A of the Plan, or are subject to exculpation pursuant to Article VIII.F of the Plan, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the GUC Trust, the Agent Trust (if applicable), the GUC Trust Assets, the Agent Trust Assets (if applicable), the GUC Trustee, the Agent Trustee (if applicable), or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (3) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; (5) asserting any claim relating to or arising from the Asset Sale Restructuring; and (6) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action released or settled pursuant to the Plan. V. What impact does the Bar Date have on my Claim? On or about November 13, 2020, the Debtors Filed their Schedules with the Bankruptcy Court pursuant to Section 521 of the Bankruptcy Code. The Bankruptcy Code allows a bankruptcy court to fix the time within which proofs of claim must be Filed in a chapter 11 case. The Bar Date by which Proofs of Claims and Interests must be Filed in these Chapter 11 Cases, established pursuant to the 341 Notice, is February 21, 2021, except with respect to Proofs of Claims filed by Governmental Units and certain other exceptions set forth in the 341 Notice, the Administrative Claims Bar Date Order, the DIP Order, and/or other orders of the Court. The deadline for filing claims by Governmental Units (the “Governmental Bar Date”) is May 22, 2021. Except as otherwise provided in the Administrative Claims Bar Date Order or such other order of the Court, the Interim Administrative Claims Bar Date is February 15, 2021 for Administrative Claims arising or incurred on or before January 31, 2021. In accordance with Bankruptcy Rule 3003(c)(2), if any person or Entity that is required, but fails, to File a Proof of Claim on or before the Bar Date, except in the case of certain exceptions explicitly set forth in the 341 Notice or by further order of the Bankruptcy Court, such person or Entity will be: (1) barred from asserting such Claims against the Debtors in these Chapter 11 Cases; (2) precluded from voting on any plans of reorganization Filed in these Chapter 11 Cases; and (3) precluded from receiving distributions from the Debtors on account of such Claims in these

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Chapter 11 Cases. Notwithstanding the foregoing, a Holder of a Claim shall be able to assert, vote upon, and receive distributions under the Plan, or any other plan of reorganization or liquidation in the Chapter 11 Cases, to the extent, and in such amount, as any undisputed, non-contingent, and liquidated Claims identified in the Schedules on behalf of such Claim Holder. As described in this Disclosure Statement, the distribution you receive on account of your Claim (if any) may depend, in part, on the amount of Claims for which Proofs of Claim were Filed on or before the Claims Bar Date. W. What is the effect of the Plan on the Debtors’ ongoing business? If an Equitization Restructuring occurs, the Debtors will reorganize under chapter 11 of the Bankruptcy Code. Following Confirmation, the Plan will be consummated on the Effective Date, which is a date selected by the Debtors that is the first business day after which all conditions to Consummation have been satisfied or waived. See Article IX of the Plan. On or after the Effective Date and unless otherwise provided in the Plan, the Reorganized Debtors may operate their business and, except as otherwise provided by the Plan, may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. On and after the Effective Date, the Reorganized Debtors may maintain or dispose of documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. Additionally, upon the Effective Date, all actions contemplated by the Plan will be deemed authorized and approved. X. Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan? If you have any questions regarding this Disclosure Statement or the Plan, please contact: By regular mail, hand delivery, or overnight mail: Law Offices of Frank J. Wright 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 By electronic mail: frank@fjwright.law and jeff@fjwright.law with a reference to “SMG Plan Voting” in the subject line By telephone: (214) 935-9100 Copies of the Plan, this Disclosure Statement, and any other publicly Filed documents in the Chapter 11 Cases are available upon written request to the Noticing Agent at the address above or by downloading the documents from the website of the Debtors’ Noticing Agent at https://www.donlinrecano.org/Clients/smgh/Index (free of charge) or the Bankruptcy Court’s website at https://www.txnb.uscourts.gov/ (for a fee). Y. What is the deadline to vote on the Plan?

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The deadline by which Holders of Claims may vote to accept or reject the Plan (the “Voting Deadline”) is March 10, 2021 at 4:00 p.m. (prevailing Central Time). Z. How do I vote for or against the Plan? Holders of Claims that are entitled to vote on the Plan can vote in one of two ways, either by mailing in the Ballot provided with a Solicitation Package or online, through a web portal maintained by the Debtors’ claims agent. Detailed instructions regarding how to vote on the Plan are contained on the Ballots distributed to Holders of Claims that are entitled to vote on the Plan. For a vote to be counted, Ballots must be completed, signed, returned as directed, and actually received by March 10, 2021 at 4:00 p.m. (prevailing Central Time), the Voting Deadline. See Article IX of this Disclosure Statement, entitled “SOLICITATION AND VOTING PROCEDURES.” AA. Why is the Bankruptcy Court holding a Confirmation Hearing? Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on Confirmation of the Plan and recognizes that any party in interest may object to Confirmation of the Plan. BB. When is the Confirmation Hearing set to occur? The Bankruptcy Court has scheduled the Confirmation Hearing for March 16, 2021 at 9:30 a.m. (prevailing Central Time). The Confirmation Hearing may be adjourned from time to time without further notice. Objections to Confirmation of the Plan must be Filed and served on the Debtors, and certain other parties, by no later than March 10, 2021 at 4:00 p.m. (prevailing Central Time) in accordance with the notice of the Disclosure Statement Order attached hereto as Exhibit B and incorporated herein by reference. CC. What is the purpose of the Confirmation Hearing? The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under a plan of reorganization, any person acquiring property under a plan of reorganization, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of such plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization. DD. Do the Debtors recommend voting in favor of the Plan? Yes. The Debtors believe the Plan provides for a larger distribution to the Debtors’ creditors than would otherwise result from any other available alternative. The Debtors believe the Plan will result in meaningful recoveries for creditors and enables them to emerge from chapter 11 expeditiously, is in the best interest of all Holders of Claims, and that any other alternatives (to the extent they exist) fail to realize or recognize the value inherent under the Plan. EE. Who supports the Plan? The Debtors and the Committee support the Plan.

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V. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW A. The Debtors’ Business The Debtors are engaged in the dine-in movie theater business. In addition to its movie offerings, SMG’s theaters include a bar and lounge area, with direct to seat service for guests before and during their movies. Specifically, on the Petition Date, SMG leased 33 movie theaters in 10 states, including Arizona, California, Florida, Georgia, Illinois, Indiana, North Carolina, Pennsylvania, Texas, and Virginia. All theaters operate under the brand name “Studio Movie Grill.” SMG was conceived in 1993 to modernize the traditional movie-going experience through its combination of first-run movies, alternate, and family programming together with full-service, in theater dining from an extensive American grill menu and full-service bar. SMG strives for an immersive movie-going experience with its custom luxury recliners, laser projection, studio extreme large format auditoriums, and advanced sound system. Service buttons are located at every seat, enabling servers to know instantly when guests need to place an order or request assistance. Servers then deliver food and drinks to guests’ seats anytime during the show. In 2018, SMG was the fastest growing company-owned theater chain and had built the largest hospitality-centric platform in the exhibition industry. SMG swiftly grew from a single location to 353 screens across 10 states. SMG was named to Inc. Magazine’s List of “Fastest Growing Private Companies” three years in a row, placed 11th in Box Office Magazine’s Giants of the Industry and, in 2019, 50 films put SMG in the Top 10 at the Box Office with key titles grossing as high as #5 in box office receipts. In June 2018, SMG introduced its unique loyalty program, SMG Access, which allows loyal guests to earn rewards, and allows them to join SMG in offering movies and meals to underserved community members. To date, this program has earned over 40,000 movies and meals. Prior to the rapid national spread of the novel coronavirus commonly known as COVID-19, SMG had over twenty-five (25) years of year-to-year growth. As a result of the national pandemic, state, and local governments imposed restrictions on the social, dining, and theater operations regular and necessary to the SMG business. Following the Center for Disease Control COVID-19 guidelines and in compliance with the localized restrictions, SMG shut down all of its theaters for a period of 3 months. During the shutdown, SMG sought out creative ways to attempt to generate revenue, including an attempt to provide carry-out dining services. Beginning on June 19, 2020, SMG, again operating in accordance with CDC guidelines and lifted restrictions, began reopening locations with limited capacity. That being said, demand and supply of films remains limited. Again, SMG has sought creative ways to generate additional revenue within the confines of the CDC guidelines, including open sales to individuals and group to rent out an entire auditorium for a screening or special event. Since mid-March 2020, COVID-19 has resulted in significant adverse business effects on SMG, its operations, and the entire movie industry. Through its Chapter 11 Cases, SMG is but the next in a line of movie theater chains and other in-person entertainment businesses seeking bankruptcy relief. At present, 18 theaters are open at a limited capacity. It remains unknown how long the COVID-19 pandemic will persist and how long the market effects will continue thereafter. SMG anticipates that demand for its services will remain very tenuous until theaters are able to return to full capacity and major motion pictures resume being released for first-run theater showings.

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SMG has made, and continues to make, necessary adjustments to its operations in light of the resulting declines in revenue. SMG has sought to reduce operating expenses, lease expenses, and sought a variety of creative solutions to provide interim cash flow, including offering private theater rentals to the public. SMG files these Chapter 11 Cases as part of its ongoing efforts, in order to preserve the value of its assets for the benefit of all stakeholders, including employees, creditors, and equity. Through the Chapter 11 process, SMG seeks to (i) further increase the profitability of each theater; and (ii) renegotiate lease with landlord and certain business contracts. SMG seeks to use these mechanisms, in conjunction with a restructuring of other debt, to overcome this temporary downturn in the film industry and maximize future profitability. Through the Chapter 11 proceeding, SMG has been (i) identifying which theaters are not profitable, which ones are profitable and which ones can be profitable; and (ii) seeking to renegotiate leases with landlords and business contracts with vendors and, in turn, rebalance what has become economically untenable for companies in the movie theater industry. B. Corporate Structure, Assets and Operations The Debtors’ holding company is OHAM Holdings, LLC (“OHAM”), a Texas limited liability company that was incorporated in March 2019. The membership equity of OHAM is owned as of the Petition Date as follows:
Table 1 on page 68. Back to List of Tables
MEMBER OWNED PERCENTAGE
Brian Schultz 77.5%
Virginia Schultz 1.0%
Theodore Croft 1.0%
SMG Team Equity Holdings, LLC 7.0%
TSO SMG Warrant Investment Aggregator 13.185%
Michael Lambert Trust 0.0315%
Studio Movie Grill Holdings, LLC, a Texas limited liability company, was incorporated in 2011. The membership equity of Studio Movie Holdings, LLC, is owned in totality (100%) by OHAM. All other Debtors are owned in totality either directly or indirectly by Studio Movie Grill Holdings, LLC. Accordingly, Brian Schultz and TSO SMG Warrant Investment Aggregator are the only persons that directly or indirectly own 10% or more of any class of OHAM’s equity interests. As detailed above, OHAM owns 100% of Studio Movie Grill Holdings, LLC’s equity interests and Studio Movie Grill Holdings, LLC owns 100% of all the other Debtors’ equity interests. Movie Grill Concepts Trademark Holdings, LLC, a Texas limited liability company, is the Debtor entity that employs home office, salaried field, and management personnel and is responsible for payroll, benefits (such as insurance) and employee-related obligations (such as payroll tax). Theater level personnel are employed by the theater legal entity. MGC Management I, LLC, a Texas limited liability company, owns the 1% general partner stake in Movie Grill Concepts I, Ltd., a Texas limited partnership and Plano Theater location, which owns 100% of Studio Club, LLC. Studio Club, LLC was originally setup to hold the liquor license of Movie Grill Concepts I, Ltd.

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Movie Grill Partners 3, LLC , a Texas limited liability company, owns the 1% general partner stake in Movie Grill Concepts III, Ltd., a Texas limited partnership and Arlington theater location. Movie Grill Partners 4, LLC , a Texas limited liability company, owns the 1% general partner stake in Movie Grill Concepts IV, Ltd., a Texas limited partnership and Copperfield theater location, which owns 100% of Studio Club 4, LLC. Studio Club 4, LLC was originally setup to hold the liquor license of Movie Grill Concepts IV, Ltd. Movie Grill Partners 6, LLC , a Texas limited liability company, owns the 1% general partner stake in Movie Grill Concepts VI, Ltd., a Texas limited partnership and City Centre theater location. All other theater level entities are owned 100% by Studio Movie Grill Holdings, LLC. The Debtor’s assets primarily consist of real property leases, FF&E, intangible property and other assets compromising the Debtors’ business operations all as further detailed on Schedules 1 and 12. Figure 1 below depicts the corporate structure of OHAM Holdings and its subsidiaries. C. Prepetition Capital Structure The following table depicts the Debtors’ prepetition capital structure:

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Table 1 on page 70. Back to List of Tables
Debt Approx. Principal and
Accrued Interest Outstanding
as of Petition Date (USD)
Prepetition Lenders’ Claims $104.1 million (excluding interest)
TowerBrook Subordinated Debt $83.5 million
General Unsecured Claims (GUC) $65 to $80 million
Intercompany Claims $63.5 million
Total Debt $318.2 to 333.2 million
The Debtors’ Claims are set forth in more detail below and on Schedules 2-11 attached hereto. 1. Prepetition Credit Facility The Debtors are party to a Credit and Guaranty Agreement, dated March 29, 2019 with Goldman Sachs Specialty Lending Group, L.P. as the administrative agent and collateral agent, Goldman Sachs Bank USA, as a lender, Crestline Specialty Lending II, L.P., as a lender, and American National Insurance Company, as a lender (collectively, the “Prepetition Lenders”) (as amended prior to giving effect to the DIP Facility, the “Prepetition Credit Agreement,” and such facility, the “Prepetition Credit Facility”). The Prepetition Credit Facility includes all OHAM subsidiaries (other than Studio Club, LLC and Studio Club 4, LLC) as Borrowers and OHAM as a Guarantor (each as defined in the Prepetition Credit Agreement) for the entirety of the Obligations (as defined in the Prepetition Credit Agreement). The amount of principal owed by OHAM and such subsidiaries in respect of the Prepetition Lenders’ Claim, as of the Petition Date, was not less than $104,123,984.28 plus accrued and unpaid interest on such principal amount through the Petition Date and any other amounts due and owing pursuant to, arising under or, relating to the Prepetition Loan Documents through and including the Effective Date. The Prepetition Lenders’ Claims are deemed allowed in this aggregate amount under the Plan. The treatment of the Prepetition Lenders’ Claims under the Plan represents a good faith, arm’s length compromise and settlement between such Holders and the Debtors of all potential Claims and Causes of Action, in order to facilitate consummation of the Plan. 2. TowerBrook Subordinated Debt OHAM is party to a Securities Purchase Agreement, dated March 29, 2019 with TSO SMG Note Investment Aggregator L.P. and Michael Lambert Trust u/d/t 3/1/93 as the Note Purchaser totaling USD $75.0 million. As of the Petition Date, including accrued paid-in-kind interest, the outstanding balance was $83,481,999.21. 3. GUC Claims As of the Petition Date, the Debtors estimated they had approximately $42 million in principal and accrued interest outstanding in respect of GUC Claims. The Debtors anticipate additional amounts of GUC Claims may result from the rejection of various leases and executory contracts in these Chapter 11 Cases, with such additional GUC Claims estimated to be not less than $25-35 million. The sum of these two estimates is $67-77 million inclusive of “Litigation Claims” relating to the

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employment, construction, vendors, and intellectual property. The Debtors currently estimate that the range of possible GUC Claims, including lease and executory contract rejection damages claims, will total $40 to 80 million. The treatment of the Claims of the Holders of the GUC Claims under the Plan represents a good faith, arm’s length compromise and settlement between such Holders and the Debtors of all potential claims and causes of action, in order to facilitate consummation of the Plan. 4. Intercompany Claims As of the Petition Date, Intercompany Claims totaled approximately $563 million. Intercompany Claims consist of accounting transfers between the Debtors. At the consolidating level, the intercompany assets and liabilities net to $0. Under the Plan, Holders of Intercompany Claims will receive no distribution. The treatment of the Claims of the Holders of the Intercompany Claims under the Plan represents a good faith, arm’s length compromise and settlement between such Holders and the Debtors of all potential claims and causes of action, in order to facilitate consummation of the Plan. 5. Interests in OHAM Holdings, LLC As of the Petition Date, the Interests in OHAM were held by Brian Shultz (77.5%), Virginia Schultz (1.0%), Theodore Croft (1.0%), SMG Team Equity Holding, LLC (7.0%), TSO SMG Warrant Investment Aggregator (13.185%), and Michael Lambert Trust (0.315%). The Interests in OHAM are not publicly traded. Under the Plan, Holders of Interests will receive no distribution. The treatment of the Claims of the Holders of the Interests under the Plan represents a good faith, arm’s length compromise and settlement between such Holders and the Debtors of all potential claims and causes of action, in order to facilitate consummation of the Plan. 6. Interests in Studio Movie Grill Holdings, LLC As of the Petition Date, the interests in Studio Movie Grill Holdings, LLC were wholly owned by OHAM. These Interests are not publicly traded. VI. EVENTS LEADING TO THE CHAPTER 11 FILINGS A. Adverse Market Conditions and Liquidity Constraints The difficulties faced by the Debtors are consistent with those faced industry-wide. As described herein, government stay at home orders related to the COVID-19 pandemic forced the Debtors – and all movie theater operators – to close their theaters in March 2020. While the Debtors have now opened a portion of their theaters, due to COVID-19, the Debtors have generally had access to limited new, first-run movies to show in their theaters, as the movie studios have released few new first-run movies. B. Proactive Approach to Addressing Liquidity Constraints Since the Petition Date, the Debtors have been evaluating and re-evaluating all aspects of their business to improve efficiency and reduce costs. Most notably, the greatest impact (other than the rent reductions from the lease renegotiations) include optimizing the man-hours needed to operate each theater, and reducing the supplies and service expenses at each location. As a result of this ongoing analysis, the Debtors have implemented a number of initiatives designed to further this

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strategy. In addition, the Debtors are implementing the following initiatives: • Key Employee Incentive Plan targeted to, among other things, provide bonuses dependent on the success of this bankruptcy case. • Consolidating vendors – Several small providers of supplies and services are being consolidated, in order to reduce expenses in these categories • Offering To Go Food – SMG implemented takeout food options including curbside pickup and partnered with GrubHub to offer food delivery. • Private screening and alternative events – In order to generate additional revenue, SMG offers consumers the option to rent theater space for private screenings of first run and classic movies. Additionally, they have offered live sports and E-Sports watch parties, Zoom business meetings, and other group meetings. The Debtors believe these efforts will improve efficiency and increase profits. VII. MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES A. First Day Relief On the Petition Date, the Debtors Filed several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations following the commencement of the Chapter 11 Cases. On October 27, 2020, the Bankruptcy Court entered orders approving the Debtors’ motion for joint administration (ECF No. 48) and motion to pay pre-petition wages & benefits (ECF No. 50). On October 29, 2020, the Bankruptcy Court entered orders approving (i) a motion seeking approval of proposed adequate assurance of payment for future utility services and procedures for resolving adequate assurance requests (ECF No. 81), (ii) a motion to honor customer programs (ECF No. 84), (iii) a motion to continue all insurance policies and agreements (ECF No. 85), (iv) a motion to grant complex chapter 11 treatment (ECF No. 94), and (v) a motion authorizing Debtor's to pay all or a portion of the prepetition claims of certain critical vendors (ECF No. 97). On October 30, 2020, the Bankruptcy Court entered an order approving the Debtors’ motion seeking authorization to pay pre-petition sales taxes, franchise taxes and similar taxes and fees (ECF No. 103). On November 5, 2020, the Bankruptcy Court entered an order approving a motion for extension of time for the Debtors to file their schedules of assets and liabilities and statements of financial affairs (ECF No. 130). The First Day Motions, and all orders for relief granted in the Chapter 11 Cases, can be viewed free of charge at the website maintained by the Noticing Agent at https://www.donlinrecano.com/Clients/smgh/Index B. Additional Chapter 11 Relief During the initial stage of the Chapter 11 Cases, the Debtors also filed the following motions:

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1. DIP Motions On October 26, 2020, the Debtors filed the Debtors’ Emergency Motion for Entry of Interim and Final Orders Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, and 364 (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief (ECF No. 15), requesting authority to borrow, inter alia, up to $22,800,000 in new money commitments from the DIP Lenders. This motion was approved on an interim basis by order dated October 27, 2020 (ECF No. 52) and on a final basis by order dated December 1, 2020 (ECF No. 280). 2. Cash Management Motion On October 23, 2020, the Debtors Filed the Debtors’ Motion to maintain bank accounts. / Debtors Emergency Motion Pursuant to Sections 105, 345, 364, 363, 503, 1107 and 1108, Authorizing (i) Maintenance of Existing Bank Accounts; (ii) Continuance of Existing Cash Management System, Bank Accounts and Checks and Related Forms; (iii) Continued Performance of Intercompany Transactions; (iv) Limited Waiver of Section 345(b) Deposit and Investment Requirements; and (v) Granting Related Relief (ECF No. 5) (the “Cash Management Motion”). On October 29, 2020, the Court entered an order approving the Cash Management Motion (ECF. No 96). (a) Lease Rejection Motions The Debtors also Filed several other motions on the Petition Date seeking relief to facilitate their operation in the ordinary course, including: • First Lease Rejection Motion: On October 23, 2020, the Debtors filed a motion seeking to reject seven unexpired leases of real property (ECF No. 33). On October 30, 2020, the Bankruptcy Court entered an order approving the motion (ECF No. 101). • Second Lease Rejection Motion: On October 23, 2020, the Debtors filed a second motion seeking to reject unexpired leases of real property as to fifteen locations (ECF No. 17). On December 11, 2020, the Bankruptcy Court entered an order approving two of the unexpired leases of real property (ECF No. 333). On January 22, 2021, the Bankruptcy Court entered an order approving rejection of one more unexpired lease of real property (ECF No. 537). On January 27, 2021, the Bankruptcy Court entered an order approving rejection of four more unexpired leases of real property, covering six locations (ECF No. 552). • Third Lease Rejection Motion: On February 5, 2021, the Debtors filed a third motion seeking to reject one more unexpired lease of real property (ECF No. 602). (b) Motion to Defer Rent

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On October 23, 2020, the Debtors filed the Motion for Entry of an Order (I) Suspending and Extending Time for Performance of Obligations Arising Under Unexpired Real Property Leases; (II) Establishing Temporary Case Administration Procedures; and (III) Granting Related Relief (ECF No. 11) (the “Rent Deferral Motion”). In the Rent Deferral Motion, the Debtors’ posited that their obligation to pay rent under seventeen unexpired leases of real property during the first sixty days of the Chapter 11 Cases should be deferred for “cause” due to the COVID-19 restrictions implemented by various state issued stay at home orders. The Debtors further asserted that the stay at home orders effected a taking of their property, and therefore needed additional liquidity by deferring the payments until the 61st day. The Rent Deferral Motion was opposed by a number of landlords. The Debtors have negotiated agreements with numerous landlords to resolve these disputes, and remain in discussions with several landlords. On November 30, 2020, the Bankruptcy Court entered an order approving the deferral of rent payment until December 22, 2020 (See ECF No. 249). C. Other Procedural and Administrative Motions The Debtors also Filed several other motions to further facilitate the smooth and efficient administration of the Chapter 11 Cases and reduce the administrative burdens associated therewith, including: • Claims Agent Application. The Amended Application to Employ Donlin, Recano & Company, Inc. to Serve as Noticing, Balloting and Administrative Agent / Claims Agent (ECF No. 90) (the “Claims Agent Application”), Filed on October 29, 2020, seeking authorization to employ Donlin, Recano & Company to act as the Noticing, Balloting and Administrative Agent for the Debtors. On December 10, 2020, the Bankruptcy Court entered an order approving the Claims Agent Application on a final basis (ECF No. 330). • Utilities Motion. The Debtors’ Emergency Motion for Interim and Final Orders Providing Adequate Assurance of Utility Payments (the “Utilities Motion”) (ECF No. 8) was filed on October 23, 2020. On November 24, 2020, 2020, the Bankruptcy Court entered an order approving the Utilities Motion (ECF No. 235). • Key Employee Incentive Plan. The Debtors’ Motion Pursuant to 11 U.S.C. §§ 363 and 503 (I) Authorizing the Debtors to Implement a Key Employee Incentive Plan and (II) Granting Related Relief .(the “KEIP Motion”) was filed on November 17, 2020 (ECF No. 194). On December 11, 2020, the Bankruptcy Court entered an order approving the KEIP Motion (ECF No. 331). D. Retention of Professionals The Debtors Filed applications for, and the Bankruptcy Court entered orders approving, the retention of various professionals to assist the Debtors in carrying out their duties as debtors in possession and to represent their interests in the Chapter 11 Cases: • Law Offices of Frank J Wright, as counsel to the Debtors (ECF No. 327);

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• CR3 Partners, LLC, as Chief Restructuring Officer and additional personnel (ECF No. 328); • Donlin, Recano & Company, as notice and balloting agent (ECF No.330); • Keen-Summit Capital Partners, as lease restructuring advisors; • EFA Partners, LLC, as financial advisor to the Debtors (ECF No.326); and • Blackbox Management Group, LLC, as Management Consultant to the debtors (ECF No. 325). E. Appointment of Official Creditors’ Committee; Retention of Committee Professionals On November 16, 2020, the U.S. Trustee Filed the Appointment of the Official Unsecured Creditors Committee (ECF No. 173), notifying parties in interest that the U.S. Trustee had appointed the Committee in the Chapter 11 Cases. The following creditors were appointed as Committee members: 1. Michael Esqueda 4212 Lightning Court Bakersfield, CA 93312 661-496-4151 Michaelesqueda94@gmail.com 2. Segars Group LLC Attn: Barry D. Segars, President 14355 Providence Road Milton, GA 30004 770-757-7279 678-624-7708-fax bsegars@segarsgroup.com 3. Bwana Theater Partners, LLC Attn: Lauren Goldstein, Co-Managing Member 6632 Telegraph Road, #193 Bloomfield Hills, MI 48301 248-885-8480 248-630-2637-fax laurenfgoldstein@me.com 4. Spirit Realty, L.P. Attn: Daniel Rosenberg, Sr. Vice President 2727 North Harwood Street, Ste. 300 Dallas, TX 75201 972-476-1958 drosenberg@spiritrealty.com 5. Performance Food Group, Inc. d/b/a Vistar Corporation

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Attn: Bradley Boe, Director of Credit 188 Inverness Drive West, 7th Floor Englewood, CO 80112 303-662-7121 303-898-8137-cell Brad.boe@pfgc.com The Committee has retained Pachulski Stang Ziehl & Jones LLP (“Pachulski”) and Norton Rose Fulbright US LLP (“Norton”) as its legal counsel, and Dundon Advisers LLC. (“Dundon”) as its financial advisor. Applications to retain Pachulski (ECF No. 336), Norton (ECF No. 337), and Dundon were filed on December 11, 2020, and orders approving their retention were filed on January 11, 2021 (ECF Nos. 425, 426, 427). F. Rejection and Assumption of Executory Contracts and Unexpired Leases Prior to the Petition Date and in the ordinary course of business, the Debtors entered into certain Executory Contracts and Unexpired Leases. The Debtors, with the assistance of their advisors, reviewed the Executory Contracts and Unexpired Leases to identify contracts and leases to either assume or reject pursuant to sections 365 or 1123 of the Bankruptcy Code. As set forth above in Section II.B.3, the Debtors have concluded that certain Unexpired Leases were uneconomic, and have rejected or moved to reject such Unexpired Leases. The Debtors filed on December 14, 2020, the Notice of Executory Contracts and Unexpired Leases That May Be Assumed and Assigned in Connection with the Sale of the Debtors' Assets and the Proposed Cure Cost with Respect Thereto (ECF No. 347), filed on December 21, 2020 the Amended Notice of Executory Contracts and Unexpired Leases That May Be Assumed and Assigned in Connection with the Sale of the Debtors' Assets and the Proposed Cure Cost with Respect Thereto (ECF No. 364), and filed on January 26, 2021 the Supplement to Amended Notice of Executory Contracts and Unexpired Leases That May Be Assumed and Assigned in Connection with the Sale of the Debtors' Assets and the Proposed Cure Cost with Respect Thereto (ECF No. 545) (collectively, the “Assumption Notices”), respectively, putting creditors on notice of the executory contracts and unexpired leases that might be assumed and assigned in a sale or plan process, the proposed cure amount for each such contract or lease, and the steps a counterparty may take to protect its interests in respect of such contract or lease, including in respect of the proposed cure amount. Pursuant to the Plan, the Debtors will be filing a Plan Supplement containing the Assumed Executory Contract and Unexpired Lease List and Rejected Executory Contract and Unexpired Lease List. Any objection to such lists will be subject to the Confirmation Objection Deadline. Any Executory Contracts or Unexpired Leases not addressed during the Chapter 11 Cases will be treated in accordance with Article V of the Plan, as summarized in Article IV.N of this Disclosure Statement. G. Other Litigation Matters 1. Prepetition Litigation In the ordinary course of business, the Debtors are parties to a number of lawsuits, legal proceedings, collection proceedings, and claims arising out of their business operations, including the

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personal injury litigation listed in Schedule 13 and: • Michael Esqueda Employment Litigation. Scheduled to combine actions with Burns and mediate, now postponed to March 2021. • Latoya Burns Employment Litigation. Scheduled to combine actions with Esqueda and mediate, now postponed to March 2021. • Ricky Cabral Employment Litigation. • Kevin Patrick Employment Litigation. • Dashawna Tate Employment Litigation. • Abigail Putman Employment Litigation. • Kamat Damani Employment Litigation. • Rachel Artman Employment Litigation. • Craig Cheesman Employment Litigation. • Omar Oliver Employment Litigation. • Panterra Construction Litigation and Disgorgement. Failure to pay for certain change orders submitted after the construction of the job was completed and counter claim for disgorgement. See subsection (a) below titled “Description of Panterra Construction Litigation and Disgorgement” for a more detailed description. • CM Corp and Sub Contractor Construction Litigation. General contractor and certain sub-contractors filed lawsuits based on unpaid construction work at the Citrus Heights development. • EMJ Construction and Sub Contractor Construction Litigation. General contractor and certain sub-contractors filed lawsuits based on unpaid construction work at the Prosperity Village development. • Graycor Construction Company, Inc. and Sub Contractor Construction Litigation. General contractor and certain sub-contractors filed lawsuits based on unpaid construction work at the Willow Grove development location. • Segars Group, LLC and Sub Contractor Construction Litigation. General contractor and certain sub-contractors filed lawsuits based on unpaid construction work at the Northpoint development location.

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• Spirit (Spirit Master Funding X, LLC (CA lease) and Spirit Realty, L.P. (Marietta lease) Litigation. Filed lawsuits based on breach of contract for on unpaid rent at three southern California locations and Marietta, GA locations. • WG Park-Anchor B Limited Partnership (PREIT) Litigation. Filed lawsuits based on breach of contract for unpaid rent at Willow Grove development location. • Veritex Community Bank Litigation. Filed lawsuits based on breach of contract for unpaid lease on equipment. • AT&T Litigation. AT&T and SMG entered into a contract for certain network services (MPLS). AT&T never provided the services. (a) Description of Panterra Construction Litigation and Disgorgement Movie Grill Concepts XX, LLC (“Movie Grill”), a Debtor and an affiliate of SMG Holdings, is a party to a lease in Bakersfield, California. Movie Grill got into a dispute with its contractor Panterra Development Ltd, LLP (“Panterra Ltd.”) over a guaranteed maximum price construction contract (“Agreement”) for the improvement of real property at 2733 Calloway Drive, in Bakersfield, California owned by Movie Grill’s landlord, Rosedale Bakersfield Retail VI, LLC (“Rosedale”), and leased to Movie Grill for a dine-in movie theatre for a fifteen year term. Three months after the theatre opened, in mid-July 2018, with no warning and without prior approval, and after the guaranteed maximum contract price of $6.5 million dollars had already been far exceeded, Panterra, Ltd hit Movie Grill with change orders totaling more than $2,208,997.16. Movie Grill determined that all the excessive charges were due to gross mismanagement by Panterra Ltd., –and in one case outright fraud—and exercised its contractual right to reject them. Panterra Ltd. was accordingly required to absorb these cost overages under the Agreement. In response, despite extensive efforts by Movie Grill to reach a compromise, Panterra Ltd. recorded a mechanic’s lien in the sum of $3.3 million dollars. On top of not being entitled contractually to any further payments, Panterra Ltd. is fatally unlicensed as a California building contractor. Instead, the Panterra group erroneously got a license in the name of its General Partner, Panterra, GP, Inc. License sharing between related or even controlled entities is prohibited under California law. Without a license, Panterra Ltd. is barred from contracting, recording a mechanic’s lien, foreclosing on the lien, and further must disgorge all payments made to it. The amount to be disgorged is $7.2 million dollars. Even if Panterra Ltd. had a license, Panterra Ltd. recorded its mechanic’s lien too late, and admittedly failed to give preliminary notice to the construction lender. These defects were also fatal. On October 18, 2018, Panterra, GP, Inc. filed suit against Movie Grill and Rosedale to foreclose on its defective lien and for breach of contract. The case as originally styled is Panterra Development Ltd, LLP v Movie Grill Concepts XX, LLC et al, Kern County Superior Court, Case No. BCV-18-102668 (the “Panterra Litigation”).

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Movie Grill cross-complained for disgorgement of the $7.2 million dollars. On February 11, 2019, the court heard Movie Grill’s demurrer (motion to dismiss) based on Panterra, GP, Inc.’s lack of standing to sue in place of Panterra Ltd. The court ruled in favor of Movie Grill by sustaining the demurrer. Consistent with the law, the court gave Panterra GP, Inc. a chance to amend. Panterra GP, Inc. tried to do so by filing a Second Amended Complaint. On May 15, 2019, the Court heard Movie Grill’s demurrer to the Second Amended Complaint. Again, the court sustained the demurrer in Movie Grill’s favor. In July 2019, upon Movie Grill’s demand, Panterra Ltd. released the mechanic’s lien and waived any right to appeal. The court gave Panterra GP, Inc. a third and final chance allowed under California law to amend to try and state a claim. It filed a Third Amended Complaint. Movie Grill demurred again. On October 11, 2019, the Court sustained the demurrer without leave to amend. Panterra GP, Inc.’s suit for $2.6 million dollars against Movie Grill was thrown out. This left only Movie Grill’s complaint for disgorgement of $7.2 million dollars against Panterra, Ltd. On December 9, 2019, Panterra GP, Inc. filed a writ petition with the court of appeals asking it to reinstate the Third Amended Complaint. The Court of Appeal asked for briefing in April 2020. All briefs have been filed. Under the law and facts, Movie Grill believes the court of appeals should deny the writ. Meanwhile, Movie Grill filed a separate summary judgment on its disgorgement claims. A hearing was held on June 15, 2020, but the court continued the hearing to allow the court of appeals to rule. A trial was set for October 13, 2020 but that date was taken off -calendar for the same reason. The consolidated Movie Grill bankruptcy proceeding on October 16, 2020 stayed the case further. Relief from stay allowing Movie Grill to proceed with all components of the case is expected in February 2021. Rosedale has asserted informally that if Panterra, Ltd. is required to disgorge funds as a result of its failure to be licensed, that it would be entitled to a portion of the recovery since Rosedale funded much of the improvements pursuant to and as required by the tenant allowance substantial obligation contained in the lease with Movie Grill. Movie Grill bargained for that tenant allowance and the funding by Rosedale for its account was required under the lease, and Movie Grill believes that any recovery in the Panterra Litigation is entirely the property of Movie Grill. Rosedale has never asserted a claim against Panterra Ltd. even though Rosedale was named as a defendant in Panterra. Ltd.’s lawsuit; only Movie Grill asserted a counterclaimed for disgorgement. The extent to which the GUC Trust will be able to obtain a recovery in the Panterra Lawsuit is uncertain and dependent upon a variety of factors. Moreover, there is a risk that Rosedale may be determined to be entitled to participate in the recovery although this is vigorously disputed. Accordingly, the value of the Debtors’ claims in the Panterra Litigation is unknown. 2. Automatic Stay Motions With certain exceptions, the Filing of the Chapter 11 Cases operates as a stay with respect to the commencement or continuation of litigation against the Debtors that was or could have been commenced before the commencement of the Chapter 11 Cases. In addition, the Debtors’ liability with respect to litigation stayed by the commencement of the Chapter 11 Cases generally is subject to

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discharge, settlement, and release upon confirmation of a plan under chapter 11, with certain exceptions. Therefore, certain litigation Claims against the Debtors may be subject to discharge in connection with the Chapter 11 Cases. Following commencement of the Chapter 11 Cases, certain litigation counterparties and other parties have Filed, or may File in the future, requests to modify or lift the automatic stay to continue pursuing prepetition litigation against the Debtors or the Debtors’ counterparties or to effectuate certain contractual rights. The Debtors will evaluate all requests for relief from the automatic stay on a case-by-case basis and object or resolve on a consensual basis, as appropriate. As of the filing of this Disclosure Statement, the following automatic stay motions have been filed: • RPT Realty, LP (ECF No. 351) – resolved by agreed order (ECF No. 536). • Vicki L. Uloth (ECF No. 381) – relief granted per court order (ECF No. 599). • INORCA SAS (ECF No. 491) – withdrawn by movant (ECF No. 574). • Craig Cheesman (ECF No. 549) – pending. • Amanda Digby (ECF No. 585) – pending. In addition, certain parties may attempt to take actions in violation of the automatic stay. The Debtors will evaluate all such actions on a case-by-case basis and object or resolve on a consensual basis, as appropriate. H. Postpetition Restructuring and Sale Process Following the Petition Date, the Debtors continued to engage with their stakeholders, including the Committee, the DIP Lenders, the Prepetition Lenders, their landlords, and their other prepetition unsecured creditors, to develop a go-forward path based on a reorganization of their business under a chapter 11 plan. (a) Marketing Process The Debtors engaged in a dual-track restructuring, pursuant to which they conducted a robust marketing process for some or all of their assets while engaging in negotiations with creditors to reorganize their business under a chapter 11 plan. In early November 2020, EFA Partners, the Debtors’ financial advisor, sent compiled an initial list of potential buyers. EFA Partners sent teasers to potential strategic buyers in the theater industry, strategic, non-theater buyers, and potential financial buyers. Via email and during phone calls, EFA Partners described the opportunity including renegotiated leases significantly lowering operating expense profile, the key selling points of the Debtors’ food and beverage program, and the relatively low upfront capital outlay for buyers as a Stalking Horse Bidder (as defined below). EFA Partners prepared and populated an online data room with relevant materials on the Debtors’ business. The data room provides potential purchasers with information regarding the Debtors’ business, operations and assets. Each of the bidders that has executed an NDA has entered the data room and accessed the Debtors’

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company information. EFA Partners had calls with additional potential buyers and sent each of them a teaser and NDA. Each week in November and December, EFA Partners solicited responses by email and by phone from bidders that did not respond to initial emails and phone calls. In furtherance of the sale process, on November 5, 2020, the Debtors Filed the DEBTORS’ MOTION FOR (I) ENTRY OF AN ORDER APPROVING (A) BID PROCEDURES; (B) THE FORM AND MANNER OF NOTICE; (C) THE PROCEDURES FOR DETERMINING CURE AMOUNTS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (II) ENTRY OF AN ORDER APPROVING (A) THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS; AND (B) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS AND UNEXPIRED LEASES (the “Bid Procedures Motion”) (ECF No. 133). The Bid Procedures Motion sought (i) entry of an order in the form of Exhibit A thereto (the “Bidding Procedures Order”) (a) approving the proposed bidding procedures attached as Annex 1 to the Bidding Procedures Order (the “Bidding Procedures”) by which the Debtors would solicit and select the highest or otherwise best offer for the sale of substantially all or any portion or combination of their assets, including new equity in Holdings issued pursuant to a plan of reorganization (the “Assets”) through one or more sales of the Assets (each, a “Transaction”); (b) establishing procedures for the assumption and assignment of executory contracts and unexpired leases, including notice of proposed cure amounts (the “Assumption and Assignment Procedures”); (c) approving the form and manner of notice of the Auction (defined below) and sale hearing (the “Sale Notice”) and Assumption and Assignment Procedures (the “Assumption Notice”), (d) approving the procedures governing the Debtors’ selection of one or more stalking horse bidders (each, a “Stalking Horse Bidder”), if any, and the provision of Bid Protections (defined therein) to such Stalking Horse Bidder(s), if necessary; and (e) scheduling (1) a date for an auction if the Debtors receive one or more timely and acceptable Qualified Bids (defined below) (the “Auction”) and (2) a final hearing (the “Sale Hearing”) to approve one or more Transactions, as necessary, and (f) granting related relief. The Bid Procedures Motion was approved at a hearing on December 8, 2020, and the Bid Procedures Order was entered on December 11, 2020 (ECF No. 335). On December 29, 2020, the Debtors filed the Notice of Extension of (I) Milestones Pursuant to Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granting Related Relief and (II) Certain Deadlines Under Bid Procedures and Bid Procedures Order (ECF No. 383), extending deadlines for the sale procedures and plan. On January 22, 2021, the Debtors filed the Notice of Second Extension of (I) Certain Milestones Pursuant to Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granting Related Relief and (II) Certain Deadlines Under Bid Procedures and Bid Procedures Order (ECF No. 535), extending the deadline for bids. On January 28, 2021, the Debtors filed the Notice of Agent’s Exercise of Plan Toggle Right and Adjournment of Sale Hearing Pursuant to Bid Procedures Order (ECF No. 557), therein announcing that the Debtors did not receive any qualifying bids by the deadline and that the Agent had exercised the Plan Toggle Right, thereby adjourning the sale hearing. (b) Negotiations with Creditors

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In parallel with their marketing process, the Debtors continued to engage with all key stakeholders regarding the terms of a consensual plan of reorganization in the event the Debtors were unable or elect not to sell substantially all of their assets, or pursue the Plan as proposed. To that end, the Debtors facilitated extensive formal and informal discussions with their landlords and certain trade creditors. The Debtors continue to engage in negotiations and discussions with their creditors. I. Expected Timetable of the Chapter 11 Cases The Debtors expect they will emerge from chapter 11 under the Plan by the end of March 2021. No assurances can be made, however, that the Bankruptcy Court will enter various orders on the timetable anticipated by the Debtors. VIII. RISK FACTORS Holders of Claims should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors discussed below, these factors should not be regarded as constituting the only risks present in connection with the Debtors’ business or the Plan and its implementation. A. Bankruptcy Law Considerations The occurrence or non-occurrence of any or all of the following contingencies, and any others, could affect distributions available to Holders of Allowed Claims under the Plan but will not necessarily affect the validity of the vote of the Impaired Classes to accept or reject the Plan or necessarily require a re-solicitation of the votes of Holders of Claims in such Impaired Classes. (a) Parties in Interest May Object to the Plan’s Classification of Claims and Interests Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity interest in a particular class only if such claim or equity interest is substantially similar to the other claims or equity interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion. (b) The Conditions Precedent to the Effective Date of the Plan May Not Occur As more fully set forth in Article IX of the Plan, the Confirmation Date and the Effective Date of the Plan are subject to a number of conditions precedent. If such conditions precedent are not met or waived, the Confirmation Date or the Effective Date will not take place. (c) The Debtors May Fail to Satisfy Vote Requirements If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of

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the Plan. In the event that sufficient votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan or proceed with a sale of all or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code. There can be no assurance that the terms of any such alternative chapter 11 plan or sale pursuant to section 363 of the Bankruptcy Code would be similar or as favorable to the Holders of Allowed Claims as those proposed in the Plan. (d) The Debtors May Not Be Able to Secure Confirmation of the Plan There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting Holder of an Allowed Claim might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines that this Disclosure Statement, the balloting procedures, and the voting results are appropriate, the Bankruptcy Court could still decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation are not met. If a chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors will be able to reorganize their business and what, if anything, Holders of Allowed Claims against them would ultimately receive on account of such Allowed Claims. Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a) such plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting Holders of claims and equity interests within a particular class under such plan will not be less than the value of distributions such Holders would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. Confirmation of the Plan is also subject to certain conditions as described in Article IX of the Plan. If the Plan is not confirmed, it is unclear what distributions, if any, Holders of Allowed Claims will receive on account of such Allowed Claims. Subject to the limitations contained in the Plan, and on prior notice to and with the consent of the Agent, the Debtors reserve the right to modify the terms and conditions of the Plan as necessary for Confirmation. Any such modifications could result in less favorable treatment of any non- accepting Class, as well as any Class junior to such non-accepting Class, than the treatment currently provided in the Plan. Such a less favorable treatment could include a distribution of property with a lesser value than currently provided in the Plan or no distribution whatsoever under the Plan. (e) Nonconsensual Confirmation In the event that any impaired class of claims or interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm a plan at the proponents’ request if at least one impaired class (as defined under section 1124 of the Bankruptcy Code) has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and, as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired class(es). The

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Debtors believe that the Plan satisfies these requirements, and the Debtors may request such nonconsensual Confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan may result in, among other things, increased expenses relating to professional compensation. (f) The Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code If the Bankruptcy Court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the Bankruptcy Court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the debtor’s assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time rather than reorganizing or selling in a controlled manner affecting the business as a going concern, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and Executory Contracts. (g) The Debtors May Object to the Amount or Classification of a Claim Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim under the Plan. The estimates set forth in this Disclosure Statement cannot be relied upon by any Holder of a Claim, as the Debtors may seek to investigate, File, and prosecute Claims and may object to Claims after the Confirmation or Effective Date of the Plan irrespective of whether this Disclosure Statement identifies any such Claims or objections to Claims such Claim is subject to an objection. Any Holder of a Claim thus may not receive its expected share of the estimated distributions described in this Disclosure Statement. (h) Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan The distributions available to Holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. The occurrence of any and all such contingencies, which could affect distributions available to Holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes. The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that ultimately will be Allowed. Such differences may materially and adversely affect,

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among other things, the percentage recoveries to Holders of Allowed Claims under the Plan. (i) Releases, Injunctions, and Exculpations Provisions May Not Be Approved Article VIII of the Plan provides for certain releases, injunctions, and exculpations, including a release of liens and third party releases that may otherwise be asserted against the Debtors, the Reorganized Debtors, or the Released Parties. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. (j) Risk of Non-Occurrence of the Effective Date Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur. If the Effective Date does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or this Disclosure Statement shall: (a) constitute a waiver or release of any Claims by or Claims against or Interests in the Debtors; (b) prejudice in any manner the rights of the Debtors, any Holder of a Claim or Interest, or any other Entity; (c) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or any other Entity in any respect; or (d) be used by the Debtors or any Entity as evidence (or otherwise) in any litigation, including with regard to the strengths or weaknesses of any of the parties’ positions, arguments, or claims. (k) Risk of Loss of Exclusive Right to Propose a Plan At the outset of the Chapter 11 Cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose a plan and prohibits creditors and others from proposing a plan. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a material adverse effect on the Debtors’ ability to achieve confirmation of the Plan in order to achieve the Debtors’ stated goals. (l) Continued Risk upon Confirmation Even if the Plan is consummated, the Reorganized Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as further deterioration or other changes in economic conditions, changes in the movie theater industry, potential revaluing of their assets due to chapter 11 proceedings, changes in consumer demand for in-theater movie viewing, and increasing expenses. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals. Further, even if the Debtors’ debts are reduced and/or discharged through the Plan, the Reorganized Debtors may need to raise additional funds through public or private debt or equity financing or other various means to fund the Debtors’ business after the completion of the proceedings related to the Chapter 11 Cases. Adequate funds may not be available when needed or may not be available on favorable terms.

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B. Risks Related to the Debtors’ Operations During and After These Chapter 11 Cases The Debtors face substantial risks for the duration of the Chapter 11 Cases, which may impact their business while in Chapter 11 and afterwards. The Debtors, with the assistance of their advisors, have considered these risks in formulating the Plan. 1. The Debtors Will Be Subject to the Risks and Uncertainties Associated with the Chapter 11 Cases During the duration of the Chapter 11 Cases, the Debtors’ ability to operate, develop, and execute a business plan, and continue as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following: (a) ability to develop, confirm, and consummate the Restructuring Transactions (including the corporate transactions necessary or desirable to implement the Plan); (b) ability to obtain Bankruptcy Court approval with respect to motions Filed in the Chapter 11 Cases from time to time; (c) ability to maintain relationships with suppliers, service providers, customers, employees, and certain other third parties; (d) ability to maintain contracts that are critical to the Debtors’ operations and potential for a loss of, or a disruption in the materials or services received from suppliers, contractors or service providers with whom the Debtors have commercial relationships; (e) ability of third parties to seek and obtain Court approval to terminate contracts and other agreements with the Debtors; (f) ability of third parties to seek and obtain Court approval to terminate or shorten the exclusive period for the Debtors to propose and confirm a chapter 11 plan, to appoint a chapter 11 trustee, or to convert the Chapter 11 Cases to chapter 7 proceedings; and (g) the actions and decisions of the Debtors’ creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with the Debtors’ business plan. These risks and uncertainties could affect the Debtors’ business and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ relationships with suppliers, service providers, customers, employees, and other third parties, which in turn could adversely affect the Debtors’ operations and financial condition. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the Debtors cannot accurately predict or quantify the ultimate impact of events that occur during the Chapter 11 Cases that may be inconsistent with the Debtors’ business plan. 2. Operating in Bankruptcy for a Long Period of Time May Harm the Debtors’ Business A long period of operations under Bankruptcy Court protection could have a material adverse effect on the Debtors’ business, financial condition, results of operations, and liquidity. So long as the proceedings related to the Chapter 11 Cases continue, senior management will be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on business operations. A prolonged period of operating under Bankruptcy Court protection also may make it more difficult to retain management and other key personnel necessary to the success and growth of the Debtors’ business. In addition, the longer the proceedings related to the Chapter 11 Cases continue, the more likely it is that suppliers will lose confidence in the Debtors’ ability to

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reorganize their business successfully and will seek to limit their relationship with the Debtors. So long as the proceedings related to the Chapter 11 Cases continue, the Debtors will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases. Further, the Debtors may experience significant costs and delays due to litigation during the Chapter 11 Cases. The DIP Loan may not be sufficient to support day-to-day operations in the event of a prolonged restructuring process and the Debtors may be required to seek additional debtor in possession financing to fund operations. It is uncertain whether the Debtors will be unable to secure additional funding. If the Debtors are unable to obtain such financing on favorable terms or at all, chances of successfully reorganizing the Debtors’ business may be seriously jeopardized, the likelihood that the Debtors instead will be required to liquidate their assets may be enhanced, and, as a result, any claims and securities in the Debtors could become further devalued or become worthless. Further, the Debtors cannot predict the ultimate settlement terms for the liabilities that will be subject to a plan of reorganization. Even after a plan of reorganization is approved and implemented, the Reorganized Debtors’ operating results may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that recently emerged from bankruptcy protection. 3. Financial Results May Be Volatile and May Not Reflect Historical Trends, Which May Reduce Amounts Payable to Unsecured Creditors During the Chapter 11 Cases, the Debtors expect that their financial results will continue to be volatile as operation of their theaters will be subject to ongoing changes in government regulations, including stay at home orders. As a result, the Debtors’ historical financial performance likely will not be indicative of their financial performance after the Petition Date. As a result, the estimates are inherently imprecise evaluations of theater attendance and future net revenues. In addition, if the Debtors emerge from chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements, including as a result of revisions to the Debtors’ operating plans pursuant to a plan of reorganization. The Debtors also may be required to adopt fresh start accounting, in which case their assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on the Debtors’ consolidated balance sheets. The Debtors’ financial results after the application of fresh start accounting also may be different from historical trends. 4. The Debtors’ Operations May Be Restricted By the Availability of DIP Financing The Debtors’ principal sources of liquidity historically have been internally generated Cash flows from operations, borrowings under certain credit agreements, dispositions of non-strategic assets, and intercompany loans. During the pendency of the Chapter 11 Cases, the Debtors’ liquidity depends mainly on Cash generated from operating activities and available funds under the DIP Loan. The Debtors’ future ability to operate their theaters is uncertain and will be affected by the levels of Cash flow from operations, development activities, and other events or circumstances beyond

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the Debtors’ control. If market or other economic conditions deteriorate, the Debtors’ ability to continue to operate may be impaired. 5. Uncertainty Concerning the Debtors’ Ability to Re-Open Their Theaters Profitably, Due to Stay at Home Orders and the Unavailability of New Films The Debtors’ post-confirmation operations are subject to uncertainty, due to various state issued stay at home orders and the potential unavailability of new films to show in their theaters. The stay at home orders may preclude the Debtors from operating their theaters at a capacity sufficient to generate profits, and the unavailability of new, first-run films may similarly impact attendance and revenues. C. Risks Related to Recoveries Provided Under the Plan Certain risks may affect the recoveries provided under the Plan. 1. Timing and Amount of Distributions Various factors will impact the amount of recoveries that Holders of Allowed Claims receive, including, without limitation, the degree to which objections to Claims are successful. Further, due to the nature of litigation, it may take years to fully adjudicate, decide, or resolve objections to Claims. As a result, Holders of Allowed Claims may not receive final distributions in accordance to the Plan for a prolonged period of time following the Effective Date. 2. The Debtors May Not Be Able to Achieve their Projected Financial Results The Debtors may not be able to achieve their projected financial results. The Financial Projections set forth in this Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Debtors’ operations, as well as the United States and world economies in general, and the industry segments in which the Debtors operate in particular. While the Debtors believe that the financial projections contained in this Disclosure Statement are reasonable, there can be no assurance that they will be realized. If the Debtors do not achieve their projected financial results, the value of the New Units will be negatively affected. The Reorganized Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements. 3. Certain Tax Implications of the Plan Consummation of the Plan may result in significant tax implications for the Debtors and Holders of Claims. Holders of Allowed Claims should carefully review Article XII of this Disclosure Statement, entitled “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN,” to determine how the tax implications of the Plan and the Chapter 11 Cases may adversely affect the Reorganized Debtors and Holders of Claims.

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4. The Reorganized Debtors May Not Be Able to Operate Profitably The Reorganized Debtors’ ability to operate profitably and generate sufficient cash flow to sustain their business remain subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond the Reorganized Debtors’ control. 5. The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases or by the Resolution of Pending Litigation Unrelated to the Chapter 11 Proceedings The Reorganized Debtors may become parties to litigation or litigation in which the Debtors are already a party may not be resolved in the Reorganized Debtors’ favor. In general, litigation can be expensive and time consuming to bring or defend against. Such litigation could result in settlements or damages that could significantly affect the Reorganized Debtors’ financial results. It is also possible that certain parties will commence litigation with respect to the treatment of their Claims under the Plan. It is not possible to predict the potential litigation that the Reorganized Debtors may become party to, nor the final resolution of any litigation. The impact of any such litigation on the Reorganized Debtors’ business and financial stability, however, could be material. 6. Certain Claims May Not Be Discharged and Could Have a Material Adverse Effect on the Reorganized Debtors’ Financial Condition and Results of Operations The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all Claims that arise prior to the Debtors’ Filing of their Petitions or before confirmation of the Plan (a) would be subject to compromise and/or treatment under the Plan and/or (b) would be discharged in accordance with the terms of the Plan. However, the Debtors may assume certain prepetition agreements that include certain indemnification obligations. As such, the Reorganized Debtors may retain liabilities under such agreements that may be material. Further, any Claims not ultimately discharged through the Plan could be asserted against the Reorganized Debtors and may have an adverse effect on the Reorganized Debtors’ financial condition and results of operations on a post-reorganization basis. 7. The Result of the Panterra Actions are Uncertain As discussed in section VII.G.3, the Panterra Actions are being transferred and assigned to the GUC Trust for the benefit of Holders of Allowed GUC Claims. In the Panterra Actions, the Debtors assert Causes of Action that may be worth up to $7.2 million. As provided in the Plan, the GUC Trust will receive the first $4.0 million of net proceeds of the Panterra Actions and 50% of any recovery above $4.0 million. Accordingly, the likely maximum amount available to Holders of Allowed GUC Claims attributable to the Panterra Claims is $5.6 million. However, as explained in further detail in section VII.G.3, the extent to which the GUC Trust will be able to obtain a recovery in the Panterra Actions is uncertain and dependent upon a variety of factors. Further, although vigorously disputed, a third party asserts a right to any proceeds from the Panterra Actions. Accordingly, the Panterra Actions’ value to Holders of Allowed GUC Claims is unknown.

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IX. SOLICITATION AND VOTING PROCEDURES This Disclosure Statement, which is accompanied by a Ballot or Ballots to be used for voting on the Plan, is being distributed to the Holders of Claims in those Classes that are entitled to vote to accept or reject the Plan. The procedures and instructions for voting and related deadlines will be set forth in the Disclosure Statement Order, form of which is attached hereto as Exhibit B. The Disclosure Statement Order is incorporated herein by reference and should be read in conjunction with this Disclosure Statement and in formulating a decision to vote to accept or reject the Plan. THE DISCUSSION OF THE SOLICITATION AND VOTING PROCESS SET FORTH IN THIS DISCLOSURE STATEMENT IS ONLY A SUMMARY. PLEASE REFER TO THE DISCLOSURE STATEMENT ORDER ATTACHED HERETO FOR A MORE COMPREHENSIVE DESCRIPTION OF THE SOLICITATION AND VOTING PROCESS. A. Holders of Claims Entitled to Vote on the Plan Under the provisions of the Bankruptcy Code, not all Holders of Claims against a debtor are entitled to vote on a chapter 11 plan. The table in Article IV.C of this Disclosure Statement, entitled “Am I entitled to vote on the Plan?,” provides a summary of the status and voting rights of each Class (and, therefore, of each Holder within such Class absent an objection to the Holder’s Claim) under the Plan. As shown in the table, the Debtors are soliciting votes to accept or reject the Plan only from Holders of Claims in Classes 2, 3, 4, 5 and 6 (collectively, the “Voting Classes”). The Holders of Claims in the Voting Classes are Impaired under the Plan and may, in certain circumstances, receive a distribution under the Plan. Accordingly, Holders of Claims in the Voting Classes have the right to vote to accept or reject the Plan. The Debtors are not soliciting votes from Holders of Claims and Interests in Classes 1, 7, 8, 9 and 10. Additionally, the Disclosure Statement Order provides that certain Holders of Claims in the Voting Classes, such as those Holders whose Claims have been disallowed, are not entitled to vote to accept or reject the Plan. B. Voting Record Date The Voting Record Date is February 21, 2021. The Voting Record Date is the date on which it will be determined which Holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the Holder of a Claim. C. Voting on the Plan

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The Voting Deadline is March 10, 2021, at 4:00 p.m. (prevailing Central Time). In order to be counted as votes to accept or reject the Plan, Ballots must be returned as directed and received by the Voting Deadline. Ballots can be returned in one of two ways. First, a Ballot can be completed and sent to the Debtors’ claims agent, Donlin Recano & Co. (“DRC”) at: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 Ballots can also be submitted electronically through DRC’s website at https://www.donlinrecano.com/Clients/smgh/Index. Please carefully review the Disclosure Statement Order (and attachments) for more information on how to cast a Ballot. D. Ballots Not Counted No Ballot will be counted toward Confirmation if, among other things: (1) it is illegible or contains insufficient information to permit the identification of the Holder of the Claim; (2) it was transmitted by facsimile, email, or other electronic means other than as specifically set forth in the ballots; (3) it was cast by an Entity that is not entitled to vote on the Plan; (4) it was cast for a Claim listed in the Debtors’ Schedules as contingent, unliquidated, or disputed for which the applicable Claims Bar Date has passed and no Proof of Claim was timely Filed; (5) it was cast for a Claim that is subject to an objection pending as of the date that is fourteen (14) days before the Voting Deadline (unless temporarily allowed in accordance with the Disclosure Statement Order); (6) it was sent to the Debtors, the Debtors’ agents/representatives (other than the Noticing Agent), an administrative agent, an indenture trustee, or the Debtors’ financial or legal advisors instead of the Noticing Agent; (7) it is unsigned; or (8) it is not clearly marked to either accept or reject the Plan or it is marked both to accept and reject the Plan. Please refer to the Disclosure Statement Order (and attachments) for additional requirements with respect to voting to accept or reject the Plan. IF YOU HAVE ANY QUESTIONS ABOUT THE SOLICITATION OR VOTING PROCESS, PLEASE EMAIL FRANK J. WRIGHT (FRANK@FJWRIGHT.LAW) AND JEFFERY M. VETETO (JEFF@FJWRIGHT.LAW) AND REFERENCE “Studio Movie Grill” IN THE SUBJECT LINE OR CALL THE PHONE NUMBER LISTED ON YOUR BALLOT. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE OR OTHERWISE NOT IN COMPLIANCE WITH THE DISCLOSURE STATEMENT ORDER WILL NOT BE COUNTED. X. CONFIRMATION OF THE PLAN A. Requirements for Confirmation of the Plan Among the requirements for Confirmation of the Plan pursuant to section 1129 of the

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Bankruptcy Code are: (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of Holders of Claims and Interests. At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (1) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11; (2) the Debtors have complied, or will have complied, with all of the necessary requirements of chapter 11; and (3) the Plan has been proposed in good faith. If any Parties intend to seek discovery in connection with Confirmation of the Plan, such Parties are encouraged to seek such discovery as soon as possible, because there is no guarantee that there will be sufficient funds to finance the Chapter 11 Cases if the Confirmation Hearing is delayed due to protracted Plan discovery. B. Best Interests of Creditors/Liquidation Analysis Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each Holder of a claim or an equity interest in such impaired class either (1) has accepted the plan or (2) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting Holder would receive or retain if the Debtors liquidated under chapter 7. Attached hereto as Exhibit D and incorporated herein by reference is a liquidation analysis (the “Liquidation Analysis”) prepared by the Debtors. As reflected in the Liquidation Analysis, the Debtors believe that liquidation of the Debtors’ business under chapter 7 of the Bankruptcy Code would result in substantial diminution in the value to be realized by Holders of Claims as compared to distributions contemplated under the Plan. Consequently, the Debtors and their management believe that Confirmation of the Plan will provide a substantially greater return to Holders of Claims than would a liquidation under chapter 7 of the Bankruptcy Code. If the Plan is not confirmed, and the Debtors fail to propose and confirm an alternative plan of reorganization, the Debtors’ business may be liquidated pursuant to the provisions of a chapter 11 liquidating plan. In liquidations under chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7. Thus, a chapter 11 liquidation may result in larger recoveries than a chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Any distribution to Holders of Claims under a chapter 11 liquidation plan would most likely be substantially delayed. Most importantly, the Debtors believe that any distributions to creditors in a chapter 11 liquidation scenario would fail to capture the significant going concern value of their business, which is reflected in the New Units to be distributed under the Plan. Accordingly, the Debtors believe that a chapter 11 liquidation would not result in distributions as favorable as those under the Plan. C. Feasibility Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of

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reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in such plan of reorganization). To determine whether the Plan meets this feasibility requirement, the Debtors, with the assistance of William Snyder, its Chief Restructuring Officer, have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors prepared forecasted, post reorganized financial projections (the “Financial Projections”) for the annual periods ending December 31, 2021 (fiscal year 2021) through December 31, 2023 (fiscal year 2023) (the “Projection Period”). The Financial Projections were prepared based on a number of assumptions made by the Debtors’ management team as to the future performance of the Reorganized Debtors, and reflect management’s judgement and expectations regarding its future operations and financial position. The Financial Projections are based on an assumption that the Plan is consummated on or around March 19, 2021; to the extent that the Effective Date occurs before or after such date, recoveries on account of Allowed Claims could be impacted. Creditors and other interested parties should review Article VIII of this Disclosure Statement, entitled “RISK FACTORS” for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors. The Financial Projections are attached hereto as Exhibit C and incorporated herein by reference. Based upon the Financial Projections, the Debtors believe that they will be a viable operation following the Chapter 11 Cases and that the Plan will meet the feasibility requirements of the Bankruptcy Code. D. Acceptance by Impaired Classes The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or equity interests impaired under a plan, accepts the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of votes with respect to such a class is not required. Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by Holders of at least two-thirds in a dollar amount and more than one-half in a number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a class of claims will have voted to accept the plan only if two-thirds in amount and a majority in number actually cast their ballots in favor of acceptance. E. Confirmation without Acceptance by All Impaired Classes Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan. If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent

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that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors will request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. Subject to the limitations contained in the Plan, and on prior notice to and with the consent of the Agent, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code. 1. No Unfair Discrimination The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class. 2. Fair and Equitable Test The “fair and equitable” test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in the class. As to the dissenting class, the test sets different standards depending upon the type of claims or equity interests in the class. The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100 percent of the amount of Allowed Claims in that Class. The Debtors believe that the Plan and the treatment of all Classes of Claims and Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan. F. The Plan Supplement The Debtors will File certain documents that provide additional details regarding implementation of the Plan in the Plan Supplement, which will be Filed with the Bankruptcy Court. The Plan Supplement will include documents in accordance with the Disclosure Statement Order. The Debtors may amend the documents contained in, and exhibits to, the Plan Supplement through the Effective Date. Copies of the Plan Supplement documents will be available on the website of the Debtors’ Notice and Claims Agent at https://www.donlinrecano.com/Clients/smgh/Index or the Bankruptcy Court’s website at https://ecf.txnb.uscourts.gov/ (for a fee). XI. CERTAIN SECURITIES LAW MATTERS A. New Units

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As discussed herein, the Plan provides for the Reorganized Debtors to distribute the New Units to the DIP Lenders and/or the Prepetition Lenders. The New Units may be “securities,” as defined in Section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws. The Class B Common Units issued pursuant to the Management Incentive Plan, if applicable, will be issued pursuant to a registration statement or another available exemption from registration under the Securities Act and other applicable law. B. Issuance and Resale of New Units under the Plan 1. Private Placement Exemptions The offering, issuance, and distribution of the New Units shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Units will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. RECIPIENTS OF NEW UNITS ARE ADVISED TO CONSULT WITH THEIR OWN LEGAL ADVISORS AS TO THE AVAILABILITY OF ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE BLUE SKY LAW. 2. Resale of New Units; Definition of Underwriter Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an Entity that is not an “issuer”: (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such claim or interest; (b) offers to sell securities offered or sold under a plan for the Holders of such securities; (c) offers to buy securities offered or sold under a plan from the Holders of such securities, if such offer to buy is (i) with a view to distribution of such securities and (ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (d) is an issuer of the securities within the meaning of section 2(a)(11) of the Securities Act. In addition, a Person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of section 2(a)(11) of the Securities Act. The definition of an “issuer” for purposes of whether a Person is an underwriter under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover “Controlling Persons” of the issuer of the securities. “Control,”

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as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “Controlling Person” of the debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. While there is no precise definition of a “controlling” stockholder, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns ten percent or more of a class of securities of a reorganized debtor may be presumed to be a “Controlling Person” and, therefore, an underwriter. Resales of New Units by Entities deemed to be “underwriters” (which definition includes “Controlling Persons”) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Under certain circumstances, Holders of New Units who are deemed to be “underwriters” may be entitled to resell their New Units pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act. Generally, Rule 144 of the Securities Act would permit the public sale of securities received by such Person if the required holding period has been met and, under certain circumstances, current information regarding the issuer is publicly available and volume limitations, manner of sale requirements and certain other conditions are met. Whether any particular Person would be deemed to be an “underwriter” (including whether the Person is a “Controlling Person”) with respect to the New Units would depend upon various facts and circumstances applicable to that Person. Given the complex nature of the question of whether a particular person may be an underwriter and other issues arising under applicable securities laws, accordingly, the Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to the New Units and, in turn, whether any Person may freely resell New Units. The Debtors recommend that potential recipients of New Units consult their own counsel concerning their ability to freely trade such securities without compliance with the federal law and any applicable state Blue Sky Law. 3. New Units / Management Incentive Plan The Reorganized SMG A&R LLCA shall provide for a Management Incentive Plan for the issuance of Class B Common Units to management and other service providers. The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) shall be set forth in the Reorganized SMG A&R LLCA and award agreements with participants, to the extent applicable. XII. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN A. Introduction The following discussion summarizes certain U.S. federal income tax consequences of the implementation of the Plan to the Debtors, the Reorganized Debtors, and U.S. Holders (as defined below) of Claims entitled to vote on the Plan (i.e., U.S. Holders of Allowed Class 2, Class 3, Class 4, Class 5 Claims, and Class 6 Claims). This summary is provided for informational purposes only and is based on the Internal Revenue Code of 1986, as amended (the “Tax Code”), the U.S. Treasury

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Regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions and published administrative rulings, and pronouncements of the Internal Revenue Service (the “IRS”), all as in effect on the date hereof (collectively, “Applicable Tax Law”). Changes in the rules or new interpretations of the rules may have retroactive effect and could significantly affect the U.S. federal income tax consequences described below. The Debtors have not requested, and will not request, any ruling or determination from the IRS or any other taxing authority with respect to the tax consequences discussed herein, and the discussion below is not binding upon the IRS or the courts. No assurance can be given that the IRS would not assert, or that a court would not sustain, a different position than any position discussed herein. This discussion only addresses U.S. federal income tax consequences to U.S. Holders and does not address any other U.S. federal tax consequences (such as estate and gift tax consequences) of the Plan, any foreign, state, or local tax consequences of the Plan, nor does it purport to address all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of its individual circumstances or to a U.S. Holder that may be subject to special tax rules (such as persons who are related to the Debtors within the meaning of the Tax Code, persons liable for alternative minimum tax, foreign taxpayers, broker-dealers, banks, mutual funds, insurance companies, financial institutions, regulated investment companies, tax exempt organizations, pass-through entities, beneficial owners of pass-through entities, subchapter S corporations, persons who hold Claims or who will hold the New Units as part of a straddle, hedge, conversion transaction, or other integrated investment and persons using a mark-to-market method of accounting). Further, this summary assumes that a U.S. Holder of a Claim holds only Claims in a single Class and holds a Claim only as a “capital asset” (within the meaning of section 1221 of the Tax Code) and this summary does not address the tax consequences of any U.S. Holder of a Claim owning the Agent Panterra Assets acquired pursuant to the Equitization Restructuring or any assets acquired pursuant to the exercise of a Credit Bid Right. This summary assumes that the various debt and other arrangements to which any of the Debtors or Reorganized Debtors are or will be party will be respected for U.S. federal income tax purposes in accordance with their form. This summary also assumes that the Agent Trust and GUC Trust will qualify as liquidating trusts for U.S. federal income tax purposes. For purposes of this discussion, a “U.S. Holder” is a Holder of a Claim that is: (1) an individual citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (A) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons have authority to control all substantial decisions of the trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Holder of a Claim, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of such partner (or other beneficial owner) and the activities of the partnership (or other pass-through entity). Partners (or other beneficial owners) of partnerships (or other pass-through entities) that are Holders of Claims should consult their respective tax advisors regarding the U.S. federal income tax consequences of the Plan.

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ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO EACH U.S. HOLDER OF AN ALLOWED CLAIM. ALL U.S. HOLDERS OF ALLOWED CLAIMS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME, ESTATE, AND OTHER TAX CONSEQUENCES OF THE PLAN. B. Certain U.S. Federal Income Tax Consequences to the Debtors and the Reorganized Debtors Each Debtor is treated as a partnership or disregarded entity for U.S. federal income tax purposes. Because the Debtors (other than OHAM) are treated as disregarded entities of OHAM, and OHAM is treated as a partnership for U.S. federal income tax purposes, the Debtors are not generally themselves subject to U.S. federal income taxation. Instead, each Holder of Interests in OHAM is generally required to report on its U.S. federal income tax return, and pay tax in respect of, its distributive share of each item of income, gain, loss, deduction and credit of the Debtors. Accordingly, the U.S. federal income tax consequences of consummating the Plan will generally not be borne by the Debtors, but instead borne by the Holders of Interests in OHAM. The tax consequences of the implementation of the Plan to the Debtors, Reorganized Debtors, and U.S. Holders of certain Allowed Claims differ depending on whether the Debtors pursue (a) an Equitization Restructuring structured as an exchange of certain Allowed Class 2 Claims for (1) all or a portion of the Exit Facility and New Units and (2) the Agent Panterra Assets or (b) an Asset Sale Restructuring. It has not yet been determined whether the parties will pursue the Equitization Restructuring or the Asset Sale Restructuring. i. Taxable Exchange If the Equitization Restructuring occurs, the Debtors plan to take the position that for U.S. federal income tax purposes, (1) the Debtors will be treated as transferring the assets of Reorganized SMG (including the Agent Panterra Assets), subject to liabilities of Reorganized SMG that survive the Restructuring Transactions, to the Holders of Allowed Class 2 Claims in a fully taxable sale or exchange for full satisfaction of the Allowed Class 2 Claims, (2) such Holders will be deemed to have acquired the assets of Reorganized SMG, subject to such liabilities, and (3) such Holders will then be treated as contributing such assets (which may include the Agent Panterra Assets) to Reorganized SMG in exchange for New Units and the Exit Facility. If the Asset Sale Restructuring occurs, the Debtors would transfer all or substantially all of their assets (including the Agent Trust Assets) in a transaction that would generally be treated as a fully taxable sale or exchange of assets for U.S. federal income tax purposes. For purposes of the Allowed Class 3, Class 4, Class 5, and Class 6 Claims (except to the extent that there is a Reinstatement of such Allowed Claim pursuant to the Plan), the Debtors plan to take the position that for U.S. federal income tax purposes, such U.S. Holders, in exchange for full and final satisfaction, settlement, release and discharge of such Claim, shall receive the distribution set forth in the Plan, in a fully taxable sale or exchange (including the applicable portion of the GUC Trust Assets for the Allowed Class 5 Claims).

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With respect to the taxable exchanges referenced above, OHAM is expected to recognize gain or loss with respect to the Debtors’ assets transferred in an amount equal to the difference between the value of the consideration OHAM would receive in an arm’s length transaction (which generally is equal to the fair market value of the assets deemed transferred by OHAM) and the aggregate adjusted tax basis in such assets. Any such gain or loss would be allocated to the Holders of Interests in OHAM. There is no assurance that the IRS would not take a position contrary to those described above. Accordingly, Holders of Interests in OHAM and Holders of Allowed Claims should consult their own tax advisors regarding the possible tax treatment of the transactions contemplated by the Plan (including any limitations that may be imposed by the tax law based on a Holder’s individual circumstances). ii. Cancellation of Debt and Reduction of Tax Attributes The Debtors generally will realize and recognize cancellation of indebtedness income (“CODI”), for U.S. federal income tax purposes, upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of CODI, in general, is the excess of (1) the adjusted issue price of the indebtedness satisfied, over (2) the sum of (i) the amount of Cash paid, and (ii) the fair market value of any other consideration given in satisfaction of such indebtedness at the time of the exchange (including any assets of the Debtors transferred to the Holders of Claims pursuant to the exercise of a Credit Bid Right). As described above, because the Debtors are all treated as either partnerships or disregarded entities for U.S. federal income tax purposes, such CODI, if any, and any other income recognized by the Debtors upon implementation of the Plan are expected to be allocated to Holders of Interests in OHAM. Certain statutory or judicial exceptions potentially can apply to limit the amount of CODI required to be included in income by the Holders of Interests in OHAM, depending on their circumstances. In particular, exceptions are available that would allow CODI to be excluded from gross income if the CODI is taken into account by a taxpayer that is insolvent (but only to the extent of insolvency) or in bankruptcy. These exceptions apply at the “partner” level and thus depend on whether the partner, i.e., the Holder of Interests in OHAM to whom the CODI is allocated, is itself insolvent or in bankruptcy. Whether the Debtors are insolvent or in bankruptcy is not relevant for this purpose. To the extent any amount of CODI is excludable by a Holder of Interests in OHAM by reason of the insolvency or bankruptcy exception, the Holder of Interests in OHAM generally would be required to reduce certain tax attributes (such as net operating losses, tax credits, adjusted tax basis in assets and passive losses) after the determination of its tax liability for the taxable year (including, as described above, the amount of gain or loss recognized by OHAM and allocated to the Holders of Interests in OHAM with respect to a transaction treated as sale of assets). Alternatively, a Holder of Interests in OHAM could elect first to reduce the adjusted tax basis of its depreciable assets pursuant to section 108(b)(5) of the Tax Code. As a result of the Restructuring Transactions, the Debtors expect to realize CODI. The exact amount of any CODI that will be realized by the Debtors will not be determinable until, at the earliest,

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the consummation of the Plan. Because the Plan provides that certain Claim Holders will receive non-Cash consideration, the amount of CODI, and accordingly the amount of tax attributes required to be reduced, will depend, in part, on the fair market value of the non-Cash consideration received, which is not known at this time. C. Certain U.S. Federal Income Tax Consequences to Certain U.S. Holders of Allowed Claims The following discussion assumes that the Debtors will undertake the Restructuring Transactions currently contemplated by the Plan. There is substantial uncertainty regarding the consideration that a U.S. Holder will receive in respect of its Allowed Claim. Pursuant to the Plan, such consideration will depend upon, among other things, the resolution of Claim objections, which resolution cannot be predicted. U.S. Holders should consult their own tax advisors regarding the potential tax consequences of the Plan. As a result of the foregoing, the following discussion is general in nature. i. U.S. Federal Income Tax Consequences to U.S. Holders of Allowed Class 2 Claims (a) Equitization Restructuring As discussed above, if the Equitization Restructuring occurs, the Debtors expect to take the position that, for U.S. federal income tax purposes, (a) the Holders of Allowed Class 2 Claims exchanged such Allowed Class 2 Claims for the assets of the Reorganized SMG (including the Agent Panterra Assets), subject to the liabilities of Reorganized SMG that survive the Restructuring Transactions, and (b) the Holders of the Allowed Class 2 Claims contributed such assets (which may include the Agent Panterra Assets), subject to such liabilities, to Reorganized SMG in exchange for New Units and the Exit Facility. Subject to the rules regarding accrued but unpaid interest, each U.S. Holder of such Claim should recognize gain or loss equal to the difference between (i) the sum of (a) the amount of Cash received, and (b) the fair market value of the assets of the Debtors (including the Agent Panterra Assets), subject to the Debtors’ liabilities that survive the Restructuring Transactions, received pursuant to the Equitization Restructuring and (ii) such U.S. Holder’s adjusted tax basis, if any, in such Class 2 Claim. The character of such gain or loss as capital or ordinary will be determined by a number of factors, including the tax status of the U.S. Holder, the rules regarding accrued but unpaid interest and market discount (as discussed below in XII.C.iv – “Accrued Interest” and Section XII.C.v – “Market Discount”), whether the Allowed Class 2 Claim constitutes a capital asset in the hands of the U.S. Holder, and whether and to what extent the U.S. Holder has previously claimed a bad debt deduction with respect to its Class 2 Claim. If recognized gain or loss is capital in nature, it generally will be long-term capital gain or loss if the U.S. Holder held its Allowed Class 2 Claim for more than one year at the time of the exchange. Subject to the rules regarding accrued but unpaid interest, a U.S. Holder’s tax basis in (i) the New Units received should equal the fair market value of such consideration as of the date such assets are deemed distributed to the U.S. Holder and (ii) the Exit Facility should equal the issue price of such Exit Facility (as discussed below in Section XII.C.ii – “Issue Price”). A U.S. Holder’s holding period for the New Units and the Exit Facility received should begin on the day following the Effective Date.

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(b) Asset Sale Restructuring If the Asset Sale Restructuring occurs, the Debtors expect to take the position that, for U.S. federal income tax purposes, the Holders of Allowed Class 2 Claims exchanged their Allowed Class 2 Claims for Cash, Sale Proceeds, Agent Trust Assets, and if applicable, assets of the Debtors acquired pursuant to the exercise of a Credit Bid Right, in a fully taxable sale or exchange. Such a U.S. Holder is expected to recognize gain or loss equal to the difference between (i) the sum of (a) any Cash (including Sales Proceeds) received in the Asset Sale Restructuring, (b) if applicable, the fair market value of any assets of the Debtors acquired pursuant to the exercise of a Credit Bid Right in the Asset Sale Restructuring and (c) the fair market value of any Agent Trust Assets received pursuant to the Asset Sale Restructuring and (ii) such U.S. Holder’s adjusted tax basis in its Allowed Class 2 Claims (other than any adjusted tax basis attributable to accrued but unpaid interest). Whether such gain or loss is capital or ordinary in character will be determined by a number of factors, including the tax status of the U.S. Holder, the nature of the Allowed Class 2 Claim in such U.S. Holder’s hands, whether such Claim was purchased at a discount (as discussed below in Section XII.C.v – “Market Discount”), whether there is any accrued but unpaid interest on such Claim and whether and to what extent the U.S. Holder previously has claimed a bad debt deduction with respect to such Claim. A U.S. Holder of Allowed Class 2 Claims is expected to recognize interest income to the extent of any consideration allocable to accrued but unpaid interest not previously included in income. See Section XII.C.iv – “Accrued Interest,” below. A U.S. Holder’s initial tax basis in the non-Cash consideration received pursuant to the Asset Sale Restructuring is expected to be equal to its fair market value. A U.S. Holder’s holding period for the non-Cash consideration received pursuant to the Asset Sale Restructuring generally begins on the day following the Effective Date. As described in Section III.B.D.8, the Holders of the Allowed Class 2 Claims are treated for U.S. federal income tax purposes as receiving the Agent Trust Assets from the Debtors in exchange for a portion of their Allowed Class 2 Claims, and simultaneously transferring such Agent Trust Assets to the Agent Trust in exchange for the Agent Trust Interests. A U.S. Holder’s tax basis of such Agent Trust Interests should equal the fair market value of the Agent Trusts Interests (the “Agent Trust Interest Asset Value”). The Agent Trust Interest Asset Value will be determined by the Agent Trustee as the trustee of the Agent Trust, and all parties must utilize and report consistently with the Agent Trust Interest Asset Value for U.S. federal and applicable state and local income tax purposes. A U.S. Holder’s holding period for the Agent Trust Interests should begin on the day following the date it receives such Agent Trust Interests. As described below in Section XII.E.i, the Holders of the Agent Trust Interests should generally recognize their allocable share of income, gain, loss, deductions and credits recognized by the Agent Trust on an annual basis. ii. Issue Price The issue price of the Exit Facility Loan would be determined based on whether the Exit Facility Loan is considered to be publicly traded under the applicable provisions of the Tax Code and Treasury Regulations. A debt instrument is not treated as publicly traded if the stated principal amount of the issue that includes the debt instrument does not exceed $100 million (the “Small Issue Exception”). The Exit Facility Loan will have a stated principal amount of less than $100 million and, therefore, the Debtors believe that the Exit Facility Loan should not be considered to be publicly traded based on the Small Issue Exception. The Debtors expect that the issue price of the Exit Facility Loan generally should equal their stated principal amount (because the interest rate on the debt

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instrument is expected to exceed the applicable federal rate published by the IRS). iii. U.S. Federal Income Tax Consequences to U.S. Holders of Allowed Class 3, Class 4, Class 5, and Class 6 Claims Pursuant to the Plan, except to the extent that a U.S. Holder of an Allowed Class 3, Class 4, Class 5, or Class 6 Claim agrees to a less favorable treatment in exchange for full and final satisfaction, settlement, release and discharge of such Allowed Claim, the U.S. Holder of such Allowed Claim shall receive the distribution set forth in the Plan. (a) Taxable Sale or Exchange To the extent that such U.S. Holder receives in respect of its Allowed Claim only Cash, GUC Trust Interests (in the case of Allowed Class 5 Claims) and/or “other property,” such U.S. Holder of such Claim will be treated as exchanging such Allowed Claim for the consideration received by such U.S. Holder pursuant to the Plan in a taxable exchange for U.S. federal income tax purposes. Accordingly, subject to the rules regarding accrued but unpaid interest, each Holder of such Allowed Claim should recognize gain or loss equal to the difference between (1) the sum of (x) the amount of Cash received (y) the fair market value of any GUC Trust Assets received and (z) the fair market value of the non-Cash consideration received and (2) such U.S. Holder’s adjusted basis, if any, in such Claim. Whether such gain or loss is capital or ordinary in character will be determined by a number of factors, including the tax status of the U.S. Holder, the nature of the Allowed Claim in such U.S. Holder’s hands, whether such Claim was purchased at a discount (as discussed below in Section XII.C.v – “Market Discount”), whether there is any accrued but unpaid interest on such Claim and whether and to what extent the U.S. Holder previously has claimed a bad debt deduction with respect to such Claim. A U.S. Holder of Allowed Claims is expected to recognize interest income to the extent of any consideration allocable to accrued but unpaid interest not previously included in income. See Section XII.C.iv – “Accrued Interest,” below. A U.S. Holder’s initial tax basis in the non-Cash consideration received is generally expected to be equal to its fair market value. A U.S. Holder’s holding period for the non-Cash consideration received is generally expected to begin on the day following the receipt of such consideration. The above discussion assumes that the distribution under the Plan is treated, for U.S. federal income tax purposes, as a direct distribution from the Debtors to the relevant U.S. Holders of Claims. It is possible that the IRS could apply a different characterization, in which case the treatment described above could vary. As described in Section III.B.B.3, the Holders of the Allowed Class 5 Claims are treated for U.S. federal income tax purposes as receiving the GUC Trust Assets from the Debtors in exchange for a portion of their Allowed Class 5 Claims, and simultaneously transferring such GUC Trust Assets to the GUC Trust in exchange for the GUC Trust Interests. A U.S. Holder’s tax basis of such GUC Trust Interests should equal the fair market value of the GUC Trust Assets as of the date such GUC Trust Assets are deemed distributed to the U.S. Holder (the “GUC Trust Interest Asset Value”). The GUC Trust Interest Asset Value will be determined by the GUC Trustee as the trustee of the GUC Trust, and all parties must utilize and report consistently with the GUC Trust Interest Asset Value for U.S. federal and applicable state and local income tax purposes. A U.S. Holder’s holding period for the GUC Trust Interests should begin on the day following the date it receives such GUC Trust

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Interests. As described below in Section XII.E.i, the Holders of the GUC Trust Interests should generally recognize their allocable share of income, gain, loss, deductions and credits recognized by the GUC Trust on an annual basis. To the extent a U.S. Holder receives a Reinstatement of its Claim pursuant to the Plan, the tax treatment of such Reinstatement will depend on a number of factors, including the specific circumstances regarding such Reinstatement. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE RECOGNITION OF GAIN OR LOSS, FOR FEDERAL INCOME TAX PURPOSES, ON THE SATISFACTION OF THEIR CLAIMS, INCLUDING WITH RESPECT TO THE RESTATEMENT OF THEIR CLAIMS. iv. Accrued Interest To the extent that any amount received by a U.S. Holder of an Allowed Claim is attributable to accrued but unpaid interest on the debt instruments constituting the surrendered Claim, the receipt of such amount should be taxable to the U.S. Holder as ordinary interest income (to the extent not already taken into income by the U.S. Holder). Conversely, a U.S. Holder of a Claim may be able to recognize a deductible loss (or, possibly, a write off against a reserve for worthless debts) to the extent that any accrued interest previously was included in the U.S. Holder’s gross income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point. If the fair market value of the consideration is not sufficient to fully satisfy all principal and interest on Allowed Claims, the extent to which such consideration will be attributable to accrued but unpaid interest is unclear. Under the Plan, the aggregate consideration to be distributed to Holders of Allowed Claims in each Class will be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that accrued on these Claims, if any. Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes, and certain case law generally indicates that a final payment on a distressed debt instrument that is insufficient to repay outstanding principal and interest will be allocated to principal, rather than interest, while certain Treasury Regulations treat payments as allocated first to any accrued but unpaid interest. The IRS could take the position that the consideration received by the Holder should be allocated in some way other than as provided in the Plan. U.S. Holders of Claims should consult their own tax advisors regarding the proper allocation of the consideration received by them under the Plan. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE ALLOCATION OF CONSIDERATION RECEIVED IN SATISFACTION OF THEIR CLAIMS AND THE U.S. FEDERAL INCOME TAX TREATMENT OF ACCRUED BUT UNPAID INTEREST. v. Market Discount Under the “market discount” provisions of the Tax Code, some or all of any gain realized by a U.S. Holder of an Allowed Claim who exchanges such Claim for an amount on the Effective Date may be treated as ordinary income (instead of capital gain), to the extent of the amount of “market

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discount” on the debt instruments constituting the exchanged Claim. In general, a debt instrument is considered to have been acquired with “market discount” if it is acquired other than on original issue and if its Holder’s adjusted tax basis in the debt instrument is less than (a) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or (b) in the case of a debt instrument issued with original issue discount, its adjusted issue price, by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity). Any gain recognized by a U.S. Holder on the taxable disposition of an Allowed Claim (determined as described above) that was acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while such Claim was considered to be held by the U.S. Holder (unless the U.S. Holder elected to include market discount in income as it accrued). To the extent that the Allowed Claims that were acquired with market discount are exchanged in a tax-free transaction for other property, any market discount that accrued on the Allowed Claims (i.e., up to the time of the exchange) but was not recognized by the U.S. Holder is carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption, or other disposition of the property is treated as ordinary income to the extent of the accrued, but not recognized, market discount. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF THE MARKET DISCOUNT RULES TO THEIR CLAIMS. vi. Distributions, Sales, Exchanges or Other Taxable Dispositions of New Units in Reorganized SMG that constitute partnership interests for U.S. federal income tax purposes If Reorganized SMG is treated as a partnership for U.S. federal income tax purposes, Holders of New Units in Reorganized SMG will be treated as partners in a partnership. In general, a partner in a partnership is not taxed on distributions of cash or property, but rather, on allocations of taxable income or gain earned by the partnership each year, whether or not cash is distributed. A partner in Reorganized SMG could receive allocations of taxable income without any cash distributions to pay the tax. However, distributions are taxable if such distributions exceed the partner’s outside tax basis in his, her or its partnership interest. Upon a sale, exchange or other disposition of a partnership interest, special rules apply that may recharacterize all or a portion of the gain as ordinary income rather than capital gain. Deductions and losses may be subject to special limitations, including the “at-risk” rules, “passive activity loss” disallowance rules, which apply at the partner level, and business interest expense deduction limitations that apply at the partnership level. The deduction of capital losses may be subject to further limitations. U.S. HOLDERS OF NEW UNITS IN REORGANIZED SMG SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF HOLDING AND DISPOSING OF THEIR NEW UNITS IN REORGANIZED SMG. D. Information Reporting and Backup Withholding Under the Tax Code, interest and other reportable payments may, under certain circumstances,

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be subject to backup withholding. Backup withholding may apply to payments made pursuant to the Plan, unless the Holder provides to the applicable withholding agent its taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a Holder’s U.S. federal income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS. In addition, from an information reporting perspective, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders should consult their own tax advisors regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns. E. Certain U.S. Federal Income Tax Consequences Relating to the Trusts i. Allocation of Income and Loss and Disposition of Trust Assets Except as described in Section XII.E.iii with respect to Disputed Claims, each U.S. Holder of an Agent Trust Interest or a GUC Trust Interest (each, a “Trust Interest”) must report on its U.S. federal income tax return its allocable share of income, gain, loss, deduction and credit recognized by the Agent Trust or the GUC Trust (each, a “Trust”). Deductions attributable to activities and administrative expenses of the applicable Trust may be subject to limitation in the hands of the U.S. Holders of the applicable Trust Interests. Except as described in Section XII.E.iii with respect to Disputed Claims, upon the sale or other disposition of an Agent Trust Asset or a GUC Trust Asset (each, a “Trust Asset”), each U.S. Holder of an applicable Trust Interest must report on its U.S. federal income tax return its share of any income, gain, loss, deduction and credit. The character of any such income, gain, loss or deduction to any such U.S. Holder will be determined as if such U.S. Holder itself had directly sold or otherwise disposed of such Trust Asset. The character of items of income, gain, loss or deduction to any holder of a Trust Interest, and the ability of such U.S. Holder to benefit from any deductions, losses or credits, will depend on the particular circumstances and/or status of any such U.S. Holder. As noted above, except as described in Section XII.E.iii with respect to Disputed Claims, each U.S. Holder of a Trust Interest has an obligation to report its share of the Trust’s tax items (including gain on the sale or other disposition of a Trust Asset). Accordingly, U.S. Holders of a Trust Interest may incur a tax liability as a result of owning a beneficial interest in a Trust, regardless of whether a Trust distributes Cash or other Trust Assets. Although each of the Agent Trust Agreement and GUC Trust Agreement provide that it will make Cash distributions of net income and net proceeds at least annually, due to each Trust’s requirements to satisfy certain liabilities, and due to possible differences in the timing of income on, and the receipt of Cash from, applicable Trust Assets, a U.S. Holder of an applicable Trust Interest may, in certain years, be required to report and pay tax on a greater amount of income than the amount of Cash received from the applicable Trust by such U.S. Holder in such year.

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ii. Tax Compliance of Trust Except as described in Section XII.E.iii with respect to Disputed Claims, a Trust will file annual information tax returns with the IRS as a grantor trust pursuant to Treasury Regulations section 1.671-4(a) that will include information concerning certain items relating to the holding or disposition (or deemed disposition) of the applicable Trust Assets (e.g., income, gain, loss, deduction and credit). Each U.S. Holder of a Trust Interest will receive a copy of the information returns and must report on its U.S. federal income tax return its share of all such items. The information provided by a Trust will pertain to the U.S. Holders of Trust Interests who received such Trust Interests in connection with the Plan. iii. Disputed Claims Reserves Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary, or the receipt of a determination by the IRS, the applicable Trustee intends to (i) treat Trust Assets reserved for Holders of Disputed Claims as one or more Disputed Claims reserves held in a “disputed ownership fund” governed by Treasury regulation section 1.468B-9 (which will be taxable as a “qualified settlement fund” if all assets of the disputed reserve are passive assets for tax purposes), and (ii) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. All parties (including, without limitation, the Debtors, the Reorganized Debtors (if applicable), the Agent Trustee or the GUC Trustee, as applicable (each, a “Trustee”), and the Holders of Disputed Claims) will be required to report for tax purposes consistently with such treatment. Accordingly, each Disputed Claims reserve will be a separate taxable entity for U.S. federal income tax purposes, and all interest and earnings of a Disputed Claims reserve will be taxable to such entity. Under such treatment, a separate U.S. federal income tax return will be filed with the IRS for each Disputed Claims reserve, and each Disputed Claims reserve will be subject to tax annually on a separate entity basis. A Trustee will be responsible for payment of any taxes imposed on each Disputed Claims reserve. Accordingly, distributions from each Disputed Claims reserve will be net of any taxes relating to the retention, disposition and distribution of assets in such Disputed Claims reserve. In the event, and to the extent, any Cash of each Disputed Claims reserve is insufficient to pay the portion of any such taxes attributable to the taxable income arising from the assets of such Disputed Claims reserve (including any income that may arise upon the distribution of the assets in such Disputed Claims reserve), assets of each Disputed Claims reserve may be sold to pay such taxes. THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR U.S. HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL U.S. HOLDERS OF CLAIMS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS. XIII. RECOMMENDATION

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In the opinion of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other scenario. Accordingly, the Debtors recommend that Holders of Claims entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan. Submitted on this 11th day of February, 2021. STUDIO MOVIE GRILL HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXV, LLC OHAM HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXVI, LLC MOVIE GRILL CONCEPTS VII, LLC MOVIE GRILL CONCEPTS XXXVII, LLC MOVIE GRILL CONCEPTS IX, LLC MOVIE GRILL CONCEPTS XXXVIII, LLC MOVIE GRILL CONCEPTS X, LLC MOVIE GRILL CONCEPTS XXXIX, LLC MOVIE GRILL CONCEPTS XI, LLC MOVIE GRILL CONCEPTS XL, LLC MOVIE GRILL CONCEPTS XII, LLC MOVIE GRILL CONCEPTS XLI, LLC MOVIE GRILL CONCEPTS XIII, LLC MOVIE GRILL CONCEPTS XLII, LLC MOVIE GRILL CONCEPTS XIV, LLC MOVIE GRILL CONCEPTS XLIII, LLC MOVIE GRILL CONCEPTS XV, LLC MOVIE GRILL CONCEPTS XLIV, LLC MOVIE GRILL CONCEPTS XVI, LLC MOVIE GRILL CONCEPTS XLV, LLC MOVIE GRILL CONCEPTS XVII, LLC MOVIE GRILL CONCEPTS XLVI, LLC MOVIE GRILL CONCEPTS XVIII, LLC MOVIE GRILL CONCEPTS XLVII, LLC MOVIE GRILL CONCEPTS XIX, LLC MOVIE GRILL CONCEPTS XLVIII, LLC MOVIE GRILL CONCEPTS XX, LLC MOVIE GRILL CONCEPTS XLIX, LLC MOVIE GRILL CONCEPTS XXI, LLC MOVIE GRILL CONCEPTS L, LLC MOVIE GRILL CONCEPTS XXII, LLC MOVIE GRILL CONCEPTS LI, LLC MOVIE GRILL CONCEPTS XXIII, LLC MOVIE GRILL CONCEPTS LII, LLC MOVIE GRILL CONCEPTS XXIV, LLC MOVIE GRILL CONCEPTS LIII, LLC MOVIE GRILL CONCEPTS XXV, LLC MOVIE GRILL CONCEPTS LIV, LLC MOVIE GRILL CONCEPTS XXVI, LLC MOVIE GRILL CONCEPTS LV, LLC MOVIE GRILL CONCEPTS XXVII, LLC MOVIE GRILL CONCEPTS TRADEMARK MOVIE GRILL CONCEPTS XXVIII, LLC HOLDINGS, LLC MOVIE GRILL CONCEPTS XXIX, LLC MOVIE GRILL PARTNERS 3, LLC MOVIE GRILL CONCEPTS XXX, LLC MOVIE GRILL PARTNERS 4, LLC MOVIE GRILL CONCEPTS XXXI, LLC MOVIE GRILL PARTNERS 6, LLC MOVIE GRILL CONCEPTS XXXII, LLC MGC MANAGEMENT I, LLC MOVIE GRILL CONCEPTS XXXIII, LLC MOVIE GRILL CONCEPTS XXXIV, LLC By: /s/ William Snyder____________________ By: /s/ William Snyder____________________ Name: William Snyder Name: William Snyder Title: CRO Title: CRO

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MOVIE GRILL CONCEPTS I, LTD. By: MGC MANAGEMENT I, LLC, its general partner By: /s/ William Snyder____________________ Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS III, LTD. By: Movie Grill Partners 3, LLC, its general partner By: /s/ William Snyder____________________ Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS IV, LTD. By: Movie Grill Partners 4, LLC, its general partner By: /s/ William Snyder____________________ Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS VI, LTD. By: Movie Grill Partners 6, LLC, its general partner By: /s/ William Snyder____________________ Name: William Snyder Title: CRO

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STUDIO CLUB, LLC By: /s/ William Snyder____________________ Name: William Snyder Title: CRO STUDIO CLUB 4, LLC By: /s/ William Snyder____________________ Name: William Snyder Title: CRO LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Avenue Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTOR. § Jointly Administered AMENDED JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS Dated: February 11, 2021 FRANK J. WRIGHT JEFFERY M. VETETO JAY A. FERGUSON LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Ave. | Suite 730 Dallas, Texas 75201 Telephone: (214) 935.9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC

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TABLE OF CONTENTS Page INTRODUCTION ................................................................................................................... 1 ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW ...................................................... 1 A. Defined Terms. ....................................................................................................................... 1 B. Rules of Interpretation. ........................................................................................................ 23 C. Computation of Time .......................................................................................................... 23 D. Governing Law. .................................................................................................................... 24 E. Reference to Monetary Figures .......................................................................................... 24 F. Conflicts ................................................................................................................................. 24 G. Reference to Debtors or Reorganized Debtors ..................................................... 24 ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS ............................................................................................................... 24 A. Administrative Claims. ......................................................................................................... 24 B. Priority Tax Claims ............................................................................................................... 27 C. DIP Facility Claims. ............................................................................................................. 27 D. Statutory Fees. ....................................................................................................................... 28 ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS .................................................................................................................. 28 A. Classification of Claims and Interests ................................................................................ 28 B. Treatment of Claims and Interests. .................................................................................... 28 C. Special Provision Governing Unimpaired Claims. .......................................................... 33 D. Elimination of Vacant Classes. ........................................................................................... 33 E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. ...................................................................................................... 34 F. Voting Classes; Presumed Acceptance by Non-Voting Classes .................................... 34 G. Presumed Acceptance and Rejection of the Plan ............................................................ 34 H. Interests .................................................................................................................................. 34 I. Controversy Concerning Impairment. .............................................................................. 34 J. Subordinated Claims and Interests .................................................................................... 34

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ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN ............................... 35 A. Restructuring Transactions.................................................................................................. 35 B. GUC Trust ............................................................................................................................. 35 C. The Equitization Restructuring. ......................................................................................... 39 D. The Asset Sale Restructuring .............................................................................................. 45 E. Settlement and Compromise ............................................................................................... 50 F. Settlement of Claims After the Effective Date ................................................................ 51 G. Cancellation of Certain Existing Securities. ...................................................................... 52 H. Section 1146 Exemption ..................................................................................................... 52 I. Corporate Existence ............................................................................................................. 52 J. Restructuring Expenses ....................................................................................................... 53 K. Document Retention ............................................................................................................ 53 L. Closing of Chapter 11 Case ................................................................................................. 53 ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES .......................................................................................................... 54 A. Assumption and Rejection of Executory Contracts and Unexpired Leases............... 54 B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. ................ 54 C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. ............ 55 D. Effect of Rejection of Executory Contracts and Unexpired Leases ............................ 56 E. Insurance Policies. ............................................................................................................... 56 F. Modifications, Amendments, Supplements, Restatements, or Other Agreements. .. 56 G. Reservation of Rights .......................................................................................................... 57 H. Nonoccurrence of Effective Date .................................................................................... 57 I. Contracts and Leases Entered Into After the Petition Date. ....................................... 57 J. Non-Reorganized Debtors ................................................................................................ 57 ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ....................................... 57 A. Timing and Calculation of Amounts to Be Distributed. ............................................... 57 B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. ................ 58 C. Special Rules for Distributions to Holders of Disputed Claims. ................................. 59 D. Manner of Payment............................................................................................................. 59 E. Exemption from Securities Act Registration Requirements. ........................................ 59 F. Compliance with Tax Requirements ................................................................................ 60

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G. No Postpetition or Default Interest on Claims. ............................................................. 60 H. Setoffs and Recoupment. ................................................................................................... 61 I. No Double Payment of Claims. ........................................................................................ 61 J. Claims Paid or Payable by Third Parties. ......................................................................... 61 K. Allocation of Distributions Between Principal and Interest. ........................................ 62 ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS .................................................................. 62 A. Allowance of Claims. .......................................................................................................... 62 B. Claims Administration Responsibilities. .......................................................................... 62 C. Adjustment to Claims Without Objection ...................................................................... 63 D. Time to File Objections to Claims or Interests. ............................................................. 63 E. Estimation of Claims. ......................................................................................................... 63 F. Disputed and Contingent Claims Reserve. ...................................................................... 64 G. Disallowance of Claims. ..................................................................................................... 64 H. Amendments to Proofs of Claim ...................................................................................... 64 I. Reimbursement or Contribution. ...................................................................................... 64 J. No Distributions Pending Allowance. ............................................................................. 64 K. Distributions After Allowance .......................................................................................... 65 ARTICLE VIII. RELEASE, INJUNCTION, EXCULPATION, AND RELATED PROVISIONS.......................................................................................................................... 65 A. Discharge of Claims and Termination of Interests. ....................................................... 65 B. Release of Liens ................................................................................................................... 65 C. Releases by the Debtors. .................................................................................................... 66 D. Releases by Holders of Claims and Interests. ................................................................. 67 E. Mutual Releases by Agent Released Parties and Schultz Parties .................................. 68 F. Exculpation. ......................................................................................................................... 69 G. Injunction. ............................................................................................................................ 70 H. Protections Against Discriminatory Treatment .............................................................. 70 I. Recoupment ......................................................................................................................... 70 J. Binding Effect ...................................................................................................................... 71 ARTICLE IX. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .................. 71 A. Conditions Precedent to the Effective Date ................................................................... 71

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B. Waiver of Conditions. ......................................................................................................... 72 C. Substantial Consummation ................................................................................................ 72 D. Effect of Failure Conditions ............................................................................................. 72 ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN ............................................................................................................................. 72 A. Modification and Amendments ........................................................................................ 72 B. Effect of Confirmation on Modifications. ...................................................................... 72 C. Revocation or Withdrawal of Plan ................................................................................... 73 ARTICLE XI. RETENTION OF JURISDICTION ............................................................. 73 ARTICLE XII. MISCELLANEOUS PROVISIONS ............................................................. 75 A. Immediate Binding Effect .................................................................................................. 75 B. Additional Documents. ...................................................................................................... 75 C. Dissolution of the Committee. .......................................................................................... 75 D. Payment of Statutory Fees. ................................................................................................ 76 E. Reservation of Rights .......................................................................................................... 76 F. Successors and Assigns. ...................................................................................................... 76 G. Notices. ................................................................................................................................. 77 H. Term of Injunctions or Stays ............................................................................................. 77 I. Entire Agreement ................................................................................................................ 78 J. Exhibits. ................................................................................................................................ 78 K. Nonseverability of Plan Provisions .................................................................................. 78 L. Votes Solicited in Good Faith ........................................................................................... 78

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INTRODUCTION Studio Movie Grill Holdings, LLC and its jointly administered Debtors, as debtors and debtors in possession propose this Amended Joint Plan of Reorganization for the resolution of the outstanding Claims against, and Interests in, certain of the Debtors as set forth herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, business, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. ALL HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW A. Defined Terms. As used in the Plan, capitalized terms have the meanings set forth in the Introduction above or in the definitions below. 1. “341 Notice” means the notice of chapter 11 bankruptcy case filed in the Chapter 11 Cases at ECF No. 89, which, inter alia, specified the Bar Date. 2. “503(b)(9) Claim” means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 3. “Administrative Claim” means a Claim for costs and expenses of administration of the Estates or the Chapter 11 Cases of a Reorganized Debtor under sections 503(b) (including 503(b)(9) Claims), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims; (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911–1930, and (d) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code. 4. “Administrative Claims Bar Date” means the applicable deadline for Filing requests for allowance and payment of Administrative Claims, which: (a) if subject to the Administrative Claims Bar Date Order, was February 15, 2021, (b) if subject to a separate order of the Court, is as set forth in such order, and (c) if not subject to the Administrative Claims Bar Date Order or another order of the Court, (i) with respect to General Administrative Claims other than those that were accrued in the ordinary course of business, shall be 30 days after the Effective Date unless an earlier date was set by

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the Bankruptcy Court with respect to such General Administrative Claim; and (ii) with respect to Professional Fee Claims, shall be 60 days after the Effective Date. 5. “Administrative Claims Bar Date Order” means the order of the Bankruptcy Court, dated January 21, 2021 (ECF No. 532), setting forth the final date for Filing requests for allowance and payment of Administrative Claims arising or incurred on or before January 31, 2021, subject to certain exceptions as set forth therein. 6. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code when used in reference to a Debtor, and when used in reference to an Entity other than a Debtor, means another Entity that directly or indirectly owns, controls, or holds Securities of such Entity other than a Debtor. 7. “Agent” means, collectively, the DIP Agent and the Prepetition Agent; provided that any reference to the Agent on a post-Effective Date basis shall, if an Equitization Restructuring occurs, mean the Exit Agent.2 8. “Agent Credit Bid” means a credit bid submitted by Agent pursuant to the Credit Bid Right. 9. “Agent Panterra Assets” means 50% of net proceeds of the Panterra Claims recovered by the GUC Trust in excess of $4,000,000.00. 10. “Agent Purchaser” means, in the event an Asset Sale Restructuring occurs where the prevailing purchaser of all or substantially all of the Debtors’ assets is the Agent or its designated Entity, the Agent or its designated Entity in the capacity of such prevailing purchaser. 11. “Agent Released Parties” means (a) the Prepetition Lenders; (b) the Prepetition Agent; (c) the DIP Agent; (d) the DIP Lenders; (e) the Exit Agent; (f) the Exit Facility Lenders; (g) the Agent Purchaser, if any; (h) Goldman Sachs & Co. LLC; (i) Crestline; (j) with respect to each of the foregoing (a) through (i), each of such Entity and its current and former Affiliates, and (k) with respect to each of the foregoing (a) through (j), each of such Entity and its Related Persons. 12. “Agent Trust” means, in the event an Asset Sale Restructuring occurs, the trust to be established on the Effective Date pursuant to this Plan pursuant to the Agent Trust Agreement, or such other Entity designated by the Agent to receive the Agent Trust Assets and established in the Agent’s discretion. 13. “Agent Trust Agreement” means, in the event an Asset Sale Restructuring occurs, the trust agreement substantially in the form included in the Plan Supplement to be entered into on 2 Except as otherwise expressly provided herein, no determination, agreement, decision, consent, election, approval, acceptance, waiver, designation, authorization, or other similar circumstance or matter of or by the Agent hereunder or related hereto (including any determination as to whether any particular document is acceptable to the Agent) (the “Agent Consent”) or requested of the Agent by the Debtors shall be inferred from any action, inaction, or acquiescence of the Agent, and shall not be given other than by a writing acceptable to the Agent that is signed by the Agent or its authorized representative or attorney and expressly states such Agent Consent, without limitation. Any act committed or action taken by the Agent hereunder shall be deemed to be made for itself and for and on behalf of the Prepetition Lenders and/or the DIP Lenders, as applicable. Any authority or other right, benefit, or interest granted to the Agent hereunder is deemed to be granted to the Agent for itself and for and on behalf of the DIP Lenders and/or the Prepetition Lenders, as applicable. Any Agent Consent hereunder or in any Plan Document shall require the approval of the Requisite Lenders (as defined in the DIP Credit Agreement).

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or before the Effective Date between the Debtors and the Agent Trustee, in form and substance acceptable to the Agent. 14. “Agent Trust Beneficiary” means a Holder of an Allowed Claim entitled to receive a distribution from the Agent Trust pursuant to the Plan, in its capacity as such. 15. “Agent Trust Interest” means, in the event an Asset Sale Restructuring occurs, a non-certificated beneficial interest in the Agent Trust that, subject to the terms of the Plan and the Agent Trust Agreement, shall be granted to each Holder of an Allowed Class 2 Claim, which shall entitle such holder to a Pro Rata share in the Agent Trust Assets. 16. “Agent Trustee” means, in the event an Asset Sale Restructuring occurs, the Person selected by the Agent to serve as the trustee of the Agent Trust, and any successor thereto, in accordance with the Plan and the Agent Trust Agreement. 17. “Agent Trust Assets” means in the event an Asset Sale Restructuring occurs, all property and assets of the Debtors (including the Agent Panterra Assets) other than (a) the GUC Trust Assets and (b) any property and assets of the Debtors listed on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors to be transferred to the Agent Trust. The Agent Trust Assets shall be subject to the Liens of the Agent as they exist on the Effective Date. 18. “Allowed” means, with respect to any Claim or Interest, except as otherwise provided herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed prior to the applicable Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest that is scheduled by the Debtors as neither Disputed, contingent, nor unliquidated, and for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) a Claim or Interest that is upheld or otherwise Allowed: (i) pursuant to the Plan, including but not limited to the Prepetition Lenders’ Claims; (ii) in any stipulation that is approved by the Bankruptcy Court by a Final Order; (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith; (iv) by Final Order (including any such Claim to which the Debtors or GUC Trust had objected or which the Bankruptcy Court had Disallowed prior to such Final Order); or (v) in the judgment of the Debtors or the GUC Trustee, as applicable, prior to the expiration of the Claims Objection Deadline; provided that with respect to a Claim or Interest described in clauses (a) through (c) above, such Claim or Interest shall be considered Allowed only if and to the extent that with respect to such Claim or Interest no objection to the allowance thereof has been or, in the Debtors’, Reorganized Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim or Interest, as applicable, shall have been Allowed by a Final Order; provided, further, that no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or Disputed, and for which no Proof of Claim or Interest is or has been timely Filed, is not considered Allowed and shall be deemed expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court.

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For the avoidance of doubt, a Proof of Claim or Interest Filed after the Bar Date shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow,” “Allowing,” and “Allowance” shall have correlative meanings. Any Claim against a Debtor that is not a Reorganized Debtor shall not be “Allowed.” 19. “Asset Purchase Agreement” means one or more asset purchase agreements from a third-party purchaser acceptable to the Agent pursuant to which an Asset Sale is consummated. 20. “Asset Sale” means the sale or sales of substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code or under this Plan pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, the terms of which shall be acceptable to the Agent. 21. “Asset Sale Restructuring” means a restructuring pursuant to which the Asset Sale is consummated, which shall occur if (a) an Asset Sale is consummated with (i) a Third Party Purchaser or (ii) an Agent Purchaser following the Agent’s election via the Plan Toggle Right to implement an Asset Sale pursuant to section 363 of the Bankruptcy Code, or (b) the Agent elects via the Plan Toggle Right to implement an Asset Sale pursuant to section 1123(a)(5)(D) of the Bankruptcy Code rather than to implement an Equitization Restructuring. For the avoidance of doubt, an Asset Sale Restructuring may, subject to the consent of the Agent, be consummated with a Third Party Purchaser after the Agent’s exercise of the Plan Toggle Right pursuant to terms and sale procedures acceptable to the Agent, including through the Plan. 22. “Assumed Executory Contract and Unexpired Lease List” means the list of Executory Contracts and Unexpired Leases (with proposed Cure Claims) which shall be (a) in the event an Equitization Restructuring occurs, assumed by the Reorganized Debtors under section 365 of the Bankruptcy Code or (b) in the event the Asset Sale Restructuring occurs, assumed and assigned to the Purchaser under section 365 of the Bankruptcy Code, which list shall be in form and substance acceptable to the Agent (and, in the event an Asset Sale Restructuring to a Third-Party Purchaser occurs, reasonably acceptable to such Third-Party Purchaser) and included in the Plan Supplement. 23. “Assumed Executory Contracts and Unexpired Leases” means those Executory Contracts and Unexpired Leases to be assumed by the applicable Reorganized Debtors under section 365 of the Bankruptcy Code or to be assumed by the Debtors and assigned to the Purchaser under section 365 of the Bankruptcy Code, including as set forth on the Assumed Executory Contract and Unexpired Lease List. 24. “Avoidance Actions” means any and all actual or potential avoidance, recovery, subordination, or other related Cause of Action that may be asserted by or on behalf of the Debtors or their Estates that may arise under Chapter 5 of the Bankruptcy Code, including but not limited to sections 544, 545, 547, 548, 549, 550, 551, 553(b), and 724(a) of the Bankruptcy Code, or applicable non-bankruptcy law. 25. “Ballot” means the ballot applicable to the relevant Holder of a Claim, substantially in the form approved by the Disclosure Statement Order. 26. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended from time to time.

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27. “Bankruptcy Court” means the United States Bankruptcy Court for the Northern District of Texas, Dallas Division or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Northern District of Texas. 28. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and Official Bankruptcy Forms promulgated under section 2075 of the Judicial Code, as amended, the Federal Rules of Civil Procedure, as amended, as made applicable to the Chapter 11 Cases or proceedings therein, and the general, local, and chambers rules of the Bankruptcy Court, as amended, including the Local Bankruptcy Rules. 29. “Bar Date” means the applicable date established by which Proofs of Claims and Interests must be Filed in these Chapter 11 Cases pursuant to the 341 Notice, which date is February 21, 2020, except with respect to Proofs of Claims filed by Governmental Units, which is May 22, 2021, and certain other exceptions including as set forth in the 341 Notice, the Administrative Claims Bar Date Order, and/or the DIP Order. 30. “Bid Procedures” means those certain bid procedures approved by the Bankruptcy Court pursuant to the Bid Procedures Order, as may be amended from time to time. 31. “Bid Procedures Order” means the order of the Bankruptcy Court, dated December 11, 2020 (ECF No. 335), setting forth the procedures for competitive bidding for the sale of the Debtors’ assets, as may be amended from time to time. 32. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)), on which commercial banks are open for business in Dallas, Texas. 33. “Cash” means the legal tender of the U.S. and equivalents thereof, including bank deposits, checks, and other similar items. 34. “Cash Management Order” means the Final Order dated October 29, 2020, authorizing the Debtors to, inter alia, continue to use their existing cash management system and maintain existing bank accounts (ECF No. 96), as may be further amended. 35. “Causes of Action” means all actions, including Avoidance Actions, Claims, interests, damages, judgments, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, contribution claims, third-party claims, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, choate or inchoate, suspected or unsuspected, in contract, tort, law, equity, or otherwise based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the Chapter 11 Cases, including through the Effective Date. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 551, or 553 of the Bankruptcy Code;

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and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code. 36. “Chapter 11 Cases” means, collectively: (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court; and (b) when used with reference to multiple or all of the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for such Debtors in the Bankruptcy Court. 37. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors, whether or not asserted or Allowed. 38. “Claims Objection Deadline” means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of such deadline. 39. “Claims Register” means the official register of Claims maintained by the Bankruptcy Court. 40. “Class” means a category of Claims or Interests as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code. 41. “Class A Common Units” means, if an Equitization Restructuring occurs, the new voting Class A-1 Common Units and the new Class A-2 Common Units. 42. “Class A-1 Common Units” means, if an Equitization Restructuring occurs, new voting Class A-1 Common Units in Reorganized SMG and distributed to the Crestline Designees on the Effective Date pursuant to the terms of the Plan. 43. “Class A-2 Common Units” means, if an Equitization Restructuring occurs, new Class A-2 Common Units in Reorganized SMG authorized and reserved for issuance upon exercise of the GS Warrant. 44. “Class B Common Units” means, if an Equitization Restructuring occurs, new Class B Common Units in Reorganized SMG in an aggregate amount of 10% of the Common Units outstanding as of the Effective Date (including the Class A-2 Common Units to be issued upon exercise of the GS Warrant), which will be authorized and reserved on the Effective Date for issuance as profits interests to management and other service providers pursuant to the terms of the Management Incentive Plan set forth in the Reorganized SMG A&R LLCA. 45. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing system. 46. “Committee” means the statutory committee of unsecured creditors of the Debtors, appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee on November 16, 2020, the membership of which may be reconstituted from time to time.

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47. “Common Units” means, collectively, the Class A Common Units and the Class B Common Units. 48. “Confirmation” means the occurrence of the Confirmation Date. 49. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021 and the Plan is confirmed. 50. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from time to time. 51. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance acceptable to the Agent. 52. “Confirmation Objection Deadline” means the date established in the Disclosure Statement Order for parties in interest to object to Confirmation of the Plan. 53. “Consummation” means the occurrence of the Effective Date. 54. “Convenience Class” means Class 6 under the Plan consisting of Convenience Class Claims. 55. “Convenience Class Claim” means a GUC Claim where (a) each such Holder’s GUC Claims against all Debtors are in an Allowed aggregate amount of $2,500.00 or less, or (b) such Holder has elected on its Ballot to opt in to the Convenience Class. 56. “Credit Bid Allocation” means, in the event of an Asset Sale Restructuring with an Agent Purchaser, the document to be included in the Plan Supplement in form and substance acceptable to the Agent specifying the allocation of the amount of DIP Facility Claims and/or Prepetition Lenders’ Claims comprising the Agent Credit Bid and the allocation of assets with respect thereto. 57. “Credit Bid Right” has the meaning set forth in the Bid Procedures. 58. “Crestline” means Crestline Specialty Lending II, L.P. 59. “Crestline Designees” means Crestline or one or more of such Person’s designees. 60. “Cure Claim” means a monetary Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults on an Executory Contract or Unexpired Lease at the time such Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code, other than with respect to a default that is not required to be cured under section 365(b)(2) of the Bankruptcy Code.

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61. “Debtors” means, collectively, each debtor and debtor-in-possession whose cases are being jointly administered under the Chapter 11 Case of SMG Holdings, including: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224.) 62. “Debtor Related Persons” means each Debtor’s (including any Non-Reorganized Debtor’s) officers, directors, advisory board members, employees, managers, financial advisors, attorneys, accountants, investment bankers, consultants, and professionals acting in such capacity after the Petition Date, each solely in its capacity as such. 63. “DIP Agent” means Goldman Sachs Specialty Lending Group, L.P. in its capacity as administrative agent and collateral agent under the DIP Facility Loan Agreement. 64. “DIP Facility Claim” means a Claim held by the DIP Lenders for the DIP Loans and all other debts, indebtedness, obligations, covenants, and duties of payment and performance arising under or relating to the DIP Facility Loan Documents or the DIP Orders, including any and all accrued but unpaid interest and any unpaid fees or charges arising under the DIP Facility Loan Documents or the DIP Orders. 65. “DIP Facility Loan Agreement” means the Prepetition Credit Agreement, as amended by that certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment to Second Amended and Restated Credit and Guaranty Agreement dated as of October 27, 2020 by and among the DIP Agent (in its capacity as administrative agent and collateral agent thereunder), the DIP Lenders,

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OHAM, SMG Holdings, and the other parties signatory thereto as DIP Borrowers (as defined therein), as may be amended in accordance with its terms. 66. “DIP Facility Loan Documents” means the DIP Facility Loan Agreement and the other DIP Facility Documents (as defined in the DIP Facility Loan Agreement). 67. “DIP Lenders” means Goldman Sachs Bank USA, Crestline, American National Insurance Company, and their successors and assigns, in each case only in its capacity as a secured party to the DIP Facility Loan Agreement. 68. “DIP Loan” has the meaning set forth in the DIP Orders. 69. “DIP Liens” has the meaning set forth in the DIP Orders. 70. “DIP Order(s)” means, collectively, the Interim DIP Order and the Final DIP Order, and individually, the Interim DIP Order or the Final DIP Order then in effect or as the context requires, together with any amendments, modifications, or supplements thereto. 71. “Disallowed” means, with respect to any Claim, a Claim or any portion thereof that (a) has been disallowed by a Final Order, (b) is listed in the Schedules as zero or as contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law or the Plan, (c) is not scheduled and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law or the Plan, (d) has been waived or withdrawn by agreement of the applicable Debtor or Reorganized Debtor, as applicable, and the Holder thereof, or (e) has been waived or withdrawn by the Holder thereof. 72. “Disclosure Statement” means the Disclosure Statement for the Amended Joint Plan of Reorganization of Studio Movie Grill Holdings, LLC and the jointly administered Debtors dated as of February 11, 2021, as may be amended, including all exhibits and schedules thereto, as approved pursuant to the Disclosure Statement Order. 73. “Disclosure Statement Order” means the Order (I) Approving the Disclosure Statement, (II) Establishing the Voting Record Date, Voting Deadline, and Other Dates, (III) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on the Plan and for Filing Objections to the Plan, and (IV) Approving the Manner and Forms of Notice and Other Related Documents (ECF No. 630). 74. “Disputed” means with regard to any Claim or Interest, a Claim or Interest that is not yet Disallowed or Allowed. 75. “Distribution” means the payment or distribution under the Plan of Cash, assets, securities, or instruments evidencing an obligation under the Plan or other consideration or property of any nature to any Holder of an Allowed Claim or Allowed Interest.

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76. “Distribution Date” means the date or dates upon which Distributions are made pursuant to the terms of the Plan to Holders of Allowed Administrative Claims and other Allowed Claims, which shall be on or as soon as reasonably practicable following the Effective Date, and, in the case of the DIP Facility Claims and the Prepetition Lenders’ Claims, on the Effective Date. 77. “Distribution Record Date” means the record date for purposes of making Distributions under the Plan on account of Allowed Claims and Allowed Interests, which shall be the Effective Date. 78. “Effective Date” means, with respect to the Plan and any such applicable Debtor(s), the date that is the first Business Day upon which all conditions precedent specified in Article IX.A and Article IX.B have been satisfied or waived (in accordance with Article IX.C). 79. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 80. “Equitization” means the issuance of New Units in exchange for all or any portion of any Claims. 81. “Equitization Restructuring” means the transactions and reorganization contemplated by and pursuant to the Plan under which, among other things, the New Units are distributed, which shall occur if the Agent exercises the Plan Toggle Right in accordance with the Bid Procedures and elects to implement an Equitization rather than an Asset Sale Restructuring and, subsequent to the Agent’s exercise of the Plan Toggle Right the Agent does not elect for the Debtors to pursue an alternative bid. 82. “Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code. 83. “Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a, et seq., as now in effect or hereafter amended, any rules and regulations promulgated thereunder, and any similar federal, state or local law. 84. “Exculpated Parties” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons. 85. “Executory Contract” means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 86. “Exit Agent” means Goldman Sachs Specialty Lending Group, L.P. in its capacity as administrative agent and collateral agent under the Exit Facility Credit Agreement and its successors, assigns, or any replacement agent appointed pursuant to the terms of the Exit Facility Credit Agreement.

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87. “Exit Facility” means, in the event of an Equitization Restructuring, a new $50,000,000.00 first priority senior secured term loan credit facility as set forth in and consistent with and subject to the terms and conditions of the Plan, the Exit Facility Credit Agreement, and the other Exit Facility Documents and acceptable to the Agent. The Exit Facility will be comprised of (a) the Exit Facility Refinancing Loans in an aggregate principal amount equal to $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline) on or prior to the Effective Date), which will be deemed funded by the Exit Facility Lenders on the Effective Date, and (b) multiple draw term loans to be funded on a delayed-draw basis in accordance with an agreed upon budget and funding conditions acceptable to the Agent and in an aggregate principal amount not to exceed $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline) on or prior to the Effective Date). 88. “Exit Facility Credit Agreement” means that certain loan agreement memorializing the Exit Facility, which shall be entered into on the Effective Date among one or more of the Reorganized Debtors, the Exit Agent, and the Exit Facility Lenders, which shall be in form and substance acceptable to the Agent. 89. “Exit Facility Lenders” means those lenders party to the Exit Facility Credit Agreement. 90. “Exit Facility Loan Documents” means the Exit Facility Credit Agreement and all other agreements or documents memorializing the Exit Facility, including any amendments, modifications, and supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, security agreements, mortgages, deeds of trust, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the Exit Facility, each in form and substance acceptable to the Agent. 91. “Exit Facility Refinancing Loans” means loans deemed funded by the Exit Facility Lenders under the Exit Facility on the Effective Date, the proceeds of which shall be deemed to refinance Allowed DIP Claims and/or Allowed Prepetition Lenders’ Claims of the Exit Facility Lenders in an aggregate principal amount equal to $25,000,000.00 (or such other amount as may be determined by the Agent (with, for the avoidance of doubt, the consent of Crestline). 92. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually, as set forth in 28 U.S.C. § 1961. 93. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 94. “Final DIP Order” means the Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Post-Petition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granting Related Relief (ECF No. 280), as may be amended. 95. “Final Order” means an order or judgment of any court having jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment entered by the

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Bankruptcy Court (or any other court of competent jurisdiction, including in an appeal taken) in the Chapter 11 Case (or in any related adversary proceeding or contested matter), in each case that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy Rules of the Bankruptcy Court, may be filed relating to such order shall not prevent such order from being a Final Order. 96. “General Administrative Claim” means any Administrative Claim, other than a Professional Fee Claim. 97. “Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code. 98. “GS Designees” means Goldman Sachs Bank USA or one or more of such Person’s designees. 99. “GS Warrant” means the warrant issued to the GS Designees and exercisable into a number of Class A-2 Common Units equal to 63.94% of the total number of Class A Common Units outstanding as of the time of exercise (assuming exercise of the GS Warrant) for an aggregate exercise price equal to $0.01, which shall have a maturity of ten (10) years and will be immediately exercisable upon the Effective Date. 100. “GUC Claim” means any Claim as of the Petition Date that is neither secured by a Lien nor entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court; provided that a GUC Claim does not include any Intercompany Claims, Subordinated Claims, TowerBrook Claims, Prepetition Lenders’ Claims, or DIP Facility Claims; provided further that Convenience Class Claims shall not be classified as Class 5 GUC Claims, and each GUC Claim whose Holder irrevocably elects on its Ballot to have such Claim irrevocably treated as a Convenience Class Claim shall be treated as a Convenience Class Claim for purposes of the Plan rather than a GUC Claim. 101. “GUC Trust” means the trust established pursuant to this Plan in favor of the GUC Trust Beneficiaries pursuant to the GUC Trust Agreement. 102. “GUC Trust Agreement” means the trust agreement substantially in the form included in the Plan Supplement to be entered into on or before the Effective Date between the Debtors and the GUC Trustee consistent with the terms of the Plan and in form and substance acceptable to the Committee. 103. “GUC Trust Assets” means (a) the Trust Reserve; (b) the Panterra Claims; (c) 100% of net proceeds of the Panterra Claims recovered by the GUC Trust up to $4,000,000.00; and (d) 50% of net proceeds of the Panterra Claims recovered by the GUC Trust in excess of $4,000,000.00.

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104. “GUC Trust Beneficiary” means a Holder of an Allowed Claim entitled to receive a distribution from the GUC Trust pursuant to the Plan, in its capacity as such. 105. “GUC Trust Expenses” means the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC Trust and any professionals retained by the GUC Trust (including any costs associated with the Panterra Claims) and any additional amount determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust, which shall be satisfied from the GUC Trust Assets. 106. “GUC Trust Interest” means a non-certificated beneficial interest in the GUC Trust that, subject to the Terms of the Plan and the GUC Trust Agreement, may be granted to each Holder of an Allowed Class 5 GUC Claim, which shall entitle such holder to a Pro Rata share in the GUC Trust Assets. 107. “GUC Trust Reserve” means an amount of Cash equal to $1,000,000.00 which shall be transferred to the GUC Trust on the Effective Date to fund the GUC Trustee’s pursuit of the Panterra Claims, the Claims reconciliation process, payment of the Convenience Class Claims, and other expenses of the GUC Trust. 108. “GUC Trustee” means the person or Entity selected by the Committee to serve as the trustee of the GUC Trust, and any successor thereto, in accordance with the Plan and the GUC Trust Agreement. 109. “Holder” means an Entity that is the beneficial holder of a Claim or an Interest, as applicable. “Hold” and “Held” shall have the correlative meanings. 110. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 111. “Insurance Policies” means the policies of insurance listed in the Plan Supplement. 112. “Insurers” means the insurance companies providing insurance coverage under the Insurance Policies. 113. “Intercompany Claim” means any Claim held by any Debtor against any other Debtor. 114. “Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Entity, including any Debtor, and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Entity. 115. “Interim DIP Order” means the Interim Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief (ECF No. 52).

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116. “Interim Compensation Order” means the various orders employing Chapter 11 Professionals that contain provision for interim compensation. 117. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. 118. “IRS” means the Internal Revenue Service. 119. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001. 120. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code and, with respect to any asset, includes any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind. 121. “Liquor License” means a license for the on-premise sale and/or consumption of beer, wine, distilled spirits, or other alcoholic beverage. 122. “Local Bankruptcy Rules” means the local rules of bankruptcy procedure promulgated in this district in accordance with Bankruptcy Rule 9029 that are applicable to all cases and proceedings arising in, under, or related to cases pending under the Bankruptcy Code in the Bankruptcy Court. 123. “Management Incentive Plan” means, in the event an Equitization Restructuring occurs, a post-Effective Date management incentive plan acceptable to the Agent for the issuance of Class B Common Units to management and other service providers to be set forth in the Reorganized SMG A&R LLCA, with a portion of such authorized Class B Common Units reserved for issuance after the Effective Date. 124. “New Units” means, in the event an Equitization Restructuring occurs, the new equity interests in Reorganized SMG whether issued or unissued on the Effective Date to be distributed under and in accordance with the Plan, including the Preferred Units, the Common Units, and the GS Warrant. 125. “New Organizational Documents” means, in the event an Equitization Restructuring occurs, such certificates or articles of incorporation, by-laws, limited liability company operating agreements (including the Reorganized SMG A&R LLCA), stockholders’ agreements, or other applicable formation and governance documents of each of the Reorganized Debtors, as applicable, the form of which shall be included in the Plan Supplement and in form and substance acceptable to the Agent. 126. “Non-Reorganized Debtor” means any Debtor that is identified (or whose Chapter 11 Case is identified) on any Schedule of Non-Reorganized Debtors, including OHAM, which shall be identified on the Schedule of Abandoned Debtors or the Schedule of Converted Cases. 127. “Non-Vesting Asset” means, in the event an Equitization Restructuring occurs, (a) property of any Debtor’s Estate that is abandoned under section 554 of the Bankruptcy Code prior to the Effective Date with the consent of the Agent, (b) all of the Interests in the Debtors identified on the Schedule of Abandoned Debtors, which shall be abandoned under section 554 of the Bankruptcy Code on the Effective Date, (c) all property of any Debtor identified on the Schedule

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of Abandoned Debtors, and (d) any other asset, right, arrangement, non-executory contract, or other property that is listed in the Plan Supplement as a Non-Vesting Asset (including amendments to clauses (a) through (c) of this definition) with the consent of the Agent. 128. “Noticing Agent” means Donlin Recano, the noticing, balloting and administrative agent employed by the Debtors by Order entered December 10, 2020 (ECF No. 330). 129. “OHAM” means OHAM Holdings, LLC, the pre-petition Holder of the Interests in SMG Holdings. 130. “Opt Out Election” means the election of a Holder of a Claim or Interest properly and timely made on a form approved by the Bankruptcy Court (including as set forth in a Ballot or an Opt Out Form, as applicable), to opt out of the Third Party Release. 131. “Opt Out Form” means a form, substantially in the form approved by the Disclosure Statement Order, by which a Holder of a Claim or Interest who is not entitled to vote on a Ballot to accept or reject the Plan may indicate its intent to opt out of the releases contained in Article VIII.D of the Plan by submitting such form in accordance with the Disclosure Statement Order. 132. “Other Debtors” means all Debtors other than SMG Holdings. 133. “Other Debtor Interest” means an Interest in an Other Debtor. 134. “Other Priority Claim” means any Claim against a Debtor, other than an Administrative Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code including Priority Tax Claims and Priority Wage Claims. 135. “Panterra” means Panterra Development Ltd., LLC, Panterra GP, Inc., and each of their Affiliates, subsidiaries, equity owners, officers, directors, advisory board members, employees, managers, financial advisors, attorneys, accountants, investment bankers, consultants, and professionals. 136. “Panterra Actions” means (a) Movie Grill Concepts XX, LLC v. Panterra Development Ltd., LLC, Case No. BCV-18-102668 pending in the Kern County, California Superior Court and (b) Panterra GP, Inc. v. Rosedale Bakersfield Retail VI, LLC, Case No. BCV-18-102528 pending in the Kern County, California Superior Court. 137. “Panterra Claims” means any claims or Causes of Action of or asserted by the Debtors against Panterra, including all claims asserted by the Debtors against Panterra in the Panterra Actions. 138. “Petition Date” means October 23, 2020, the date on which the Debtors commenced the Chapter 11 Cases. 139. “Plan” means this Amended Joint Plan of Reorganization collectively with all other Plan Documents. 140. “Plan Documents” means all documents, forms, lists, schedules, addendums, and agreements contemplated under this Plan (including, but not limited to the Plan and the Plan

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Supplement), each in form and substance acceptable to the Agent, to effectuate the terms and conditions hereof. 141. “Plan Rate” means the rate of interest determined at Confirmation based on the Wall Street Journal prime rate plus one percent. 142. “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, in each case in form and substance acceptable to the Agent, to be Filed by the Debtors at least ten (10) days prior to the Confirmation Hearing or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents Filed with the Bankruptcy Court before the Effective Date as amendments to the Plan Supplement, as each of the foregoing may be altered, amended, modified, or supplemented from time to time prior to the Confirmation Hearing and through the Effective Date, in each case in form and substance acceptable to the Agent. In the event of an Equitization Restructuring, the Plan Supplement shall be comprised of, among other documents, the following: (a) the New Organizational Documents; (b) the Assumed Executory Contract and Unexpired Lease List; (c) the Rejected Executory Contract and Unexpired Lease List; (d) the Schedule of Retained Causes of Action; (e) the identity of the members of the Reorganized SMG Holding’s Board and management for the Reorganized Debtors; (f) the GUC Trust Agreement; (g) the Exit Facility Credit Agreement, (h) the Schedules of Non-Reorganized Debtors, and (i) the Restructuring Transactions Exhibit, all of which shall be in form and substance acceptable to the Agent. In the event of an Asset Sale Restructuring, the Plan Supplement shall be comprised of, among other documents, the following: (a) the Assumed Executory Contract and Unexpired Lease List; (b) the Rejected Executory Contract and Unexpired Lease List; (c) the Schedule of Retained Causes of Action; (d) the GUC Trust Agreement; (e) the Agent Trust Agreement (if applicable), and (f) the Credit Bid Allocation, all of which shall be in form and substance acceptable to the Agent. Any reference to the Plan Supplement in the Plan shall include each of the documents identified above and all exhibits thereto. Notwithstanding the foregoing, the Debtors may amend the Plan Supplement with the consent of the Agent prior to the Confirmation Hearing and through the Effective Date or as otherwise provided herein. 143. “Plan Toggle Right” has the meaning set forth in the Bid Procedures and includes the Agent’s exercise of the same on January 27, 2021 as set forth in the Notice of Agent’s Exercise of Plan Toggle Right and Adjournment of Sale Hearing Pursuant to Bid Procedures Order (ECF No. 557). 144. “Preferred Units” means, if an Equitization Restructuring occurs, the new preferred units in Reorganized SMG with a face value of $45 million in the aggregate and which will be issued at a face value of $1.00 per unit and distributed pursuant to the terms of the Plan. The Preferred Units shall rank senior in all respects to the Common Units. 145. “Prepetition Agent” means Goldman Sachs Specialty Lending Group, L.P., in its capacity as administrative agent and collateral agent under the Prepetition Credit Agreement. 146. “Prepetition Credit Agreement” means that certain Second Amended and Restated Credit and Guaranty Agreement dated as of March 29, 2019, among the Prepetition Agent, the Prepetition Lenders, and certain of the Debtors, as borrowers, as amended prior to the Petition Date.

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147. “Prepetition Credit Facility” means the Debtors’ prepetition credit facility memorialized by the Prepetition Loan Documents. 148. “Prepetition Lenders” means Goldman Sachs Bank USA, Crestline, American National Insurance Company, and their successors and assigns, each in its capacity as a lender under the Prepetition Credit Facility. 149. “Prepetition Lenders’ Claim” means the Claims held by any of the Prepetition Lenders arising under or relating to the Prepetition Loan Documents, including any and all fees, interest (both pre and post-Petition Date), and reimbursement of expenses, and any other amounts owed or arising under the Prepetition Loan Documents. 150. “Prepetition Loan Documents” means Prepetition Credit Agreement and all other agreements or documents memorializing the Prepetition Credit Facility, including any amendments, modifications, and supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, security agreements, mortgages, deeds of trust, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the Prepetition Credit Facility. 151. “Priority Claims” means, collectively, the (a) Administrative Claims, (b) Priority Tax Claims, (c) Priority Wage Claims, and (d) Other Priority Claims. 152. “Priority Tax Claim” means the Claims of Governmental Units of the type specified in section 507(a)(8) of the Bankruptcy Code and shall include interest solely to the extent that the Holder of such Claim is entitled to such interest under section 507(a)(8) of the Bankruptcy Code. 153. “Priority Wage Claim” means the Claims of employees of the Debtors of the type specified in section 507(a)(4) of the Bankruptcy Code. 154. “Pro Rata” means, unless indicated otherwise, (a) the proportion that the amount of an Allowed Claim or Allowed Interest bears (i) to the aggregate amount of the Allowed Claims or Allowed Interests in that Class or (ii) to the aggregate amount of the Allowed Claims or Allowed Interests otherwise specified, as the context requires, or (b) the proportion of the Allowed Claims or Allowed Interests in a particular Class and other Classes, respectively, entitled to share in the same recovery as such Claim or Interest under the Plan. 155. “Professional” means an Entity, excluding those Entities entitled to compensation pursuant to the Ordinary Course Professional Order: (a) retained pursuant to a Final Order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered through and including the Effective Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code. 156. “Professional Fee Claims” means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court. To the extent the

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Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim. 157. “Professional Fee Escrow Account” means an account in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors on the Effective Date, pursuant to Article II.A.2(b) of the Plan. 158. “Professional Fee Reserve Amount” means the total amount of Professional Fee Claims estimated in accordance with Article II.A.2(c) of the Plan. 159. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases. 160. “Proof of Interest” means a proof of Interest Filed against any of the Debtors in the Chapter 11 Cases. 161. “Purchase Price” means, in the event an Asset Sale Restructuring occurs with a Third Party Purchaser, the amount of Cash set forth in an Asset Purchase Agreement. 162. “Purchaser” means, in the event an Asset Sale Restructuring occurs, the prevailing purchaser of all or substantially all of the Debtors’ assets, which may be a Third Party Purchaser or an Agent Purchaser. 163. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, (a) leaving unaltered the legal, equitable, and contractual rights to which a Claim or Interest entitles the Holder thereof so as to leave such Claim or Interest Unimpaired or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; and (iv) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim. 164. “Rejected Executory Contract and Unexpired Lease List” means the list in form and substance acceptable to the Agent, compiled by the Debtors, of Executory Contracts and Unexpired Leases that will be rejected by the Debtors pursuant to the Plan, which list shall be included in the Plan Supplement. 165. “Related Person” means, with respect to any Entity, such Entity’s (only in its capacity as such): predecessors, successors, participants, assigns (whether by operation of law or otherwise) and present and former Affiliates and subsidiaries, and each of their respective current and former officers, directors, principals, employees, direct and indirect shareholders, direct and indirect members (including ex officio members), managers, managed accounts or funds, management companies, fund advisors, portfolio companies, advisory board members, partners, agents, financial advisors, attorneys, accountants, investment bankers, investment advisors, consultants, independent contractors,

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representatives, and other professionals, including such Related Persons’ respective heirs, executors, estates, servants, and nominees; provided, however, that no insurer of any Debtor shall constitute a Related Person. 166. “Released Avoidance Actions” means all Avoidance Actions except any Avoidance Actions against Panterra. 167. “Released Parties” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan. 168. “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 169. “Reorganized” means, as to any Debtor or Debtors, such Debtor(s) as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, taxable disposition, or otherwise, on or after the Effective Date. 170. “Reorganized Debtors” means, collectively, and each in its capacity as such, the Debtors, as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, and from and after the Effective Date, and shall include (without limitation) Reorganized SMG, but shall exclude the Debtors listed on any Schedule of Non-Reorganized Debtors.

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171. “Reorganized SMG” means SMG Holdings, as reorganized pursuant to and under the Plan or any successor thereto, as set forth in the Plan and the New Organizational Documents, and the issuer of the New Units under the Plan pursuant to the Equitization Restructuring. 172. “Reorganized SMG A&R LLCA” means, if an Equitization Restructuring occurs, the amended and restated limited liability company agreement for Reorganized SMG, which shall include, among other terms, (a) the terms of the Management Incentive Plan, (b) the composition and terms of the Reorganized SMG Board, and (c) the distribution waterfall for distributions on account of the New Units, the form of which shall be included in the Plan Supplement and which shall be in form and substance acceptable to the Agent. 173. “Reorganized SMG Board” means, if an Equitization Restructuring occurs, the board of managers of Reorganized SMG on and after the Effective Date. 174. “Restructuring Transactions” means those mergers, amalgamations, consolidations, arrangements, continuances, restructurings, transfers, sales, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that are necessary or desirable to implement the Plan with respect to the Debtors, including, without limitation, the transactions contemplated by the Asset Sale Restructuring or the Equitization Restructuring (including the transactions set forth on the Restructuring Transactions Exhibit), as applicable, and the execution, delivery and funding of the GUC Trust Agreement and, if applicable, the Agent Trust Agreement. 175. “Restructuring Transactions Exhibit” means the exhibit setting forth certain Restructuring Transactions to be taken in the event of an Equitization Restructuring by certain Debtors and Reorganized Debtors, as applicable, which shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 176. “Restructuring Expenses” means the fees and expenses accrued since the inception of their respective engagements related to the implementation of the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors of (a) (i) Vinson & Elkins LLP, as counsel to the Agent, (ii) FTI Consulting, Inc., as financial advisor to Vinson & Elkins LLP in connection with its representation of the Agent, and (iii) any consultants, advisors, or other professionals retained by Vinson & Elkins LLP or the Agent in connection with the Debtors or the Restructuring Transactions, and (b) Jones Day, as counsel to Crestline in its capacity as a DIP Lender and a Prepetition Lender, in each case of (a) and (b), without further order of, or application to, the Bankruptcy Court by such consultant or professionals, including to the extent provided in the DIP Orders. 177. “Retained Causes of Action” means any Causes of Action that are set forth on the Schedule of Retained Causes of Action to be retained by the Reorganized Debtors or transferred to the GUC Trust or the Agent Trust, as applicable, and prosecuted on behalf of the Debtors or the Reorganized Debtors, as applicable, and which shall not be released pursuant to the Plan; provided that notwithstanding the foregoing, any Cause of Action that is released pursuant to Article VIII of the Plan shall not be a Retained Cause of Action; provided, further, that any and all Causes of Action against the Schultz Parties shall constitute Retained Causes of Action unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent).

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178. “Sale Proceeds Account” means, in the event an Asset Sale Restructuring to a Third Party Purchaser occurs, a bank account established by the Debtors on or before the Effective Date into which the Third Party Purchaser shall deposit the Sale Proceeds. 179. “Sale Proceeds” means the Cash and non-Cash consideration provided by a Third-Party Purchaser in connection with an Asset Sale, net of expenses arising from the Asset Sale. 180. “Schedule of Abandoned Debtors” means the schedule of certain Debtors, if any, that will not become Reorganized Debtors and (a) whose Chapter 11 Cases will be dismissed on the Effective Date or (b) whose Interests will, with the consent of the Agent, be abandoned on the Effective Date pursuant to section 554 of the Bankruptcy Code, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 181. “Schedule of Converted Cases” means the schedule of certain Debtors’ Chapter 11 Cases, if any, that will be converted to cases under chapter 7 of the Bankruptcy Code on the Effective Date, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 182. “Schedule of Non-Applicable Debtors” means the schedule of certain Debtors, if any, that will not become Reorganized Debtors and whose treatment will be subject to a separate plan of reorganization or liquidation acceptable to the Agent, which schedule shall be in form and substance acceptable to the Agent and included in the Plan Supplement. 183. “Schedule of Retained Causes of Action” means the schedule of the Retained Causes of Action, as the same may be amended, modified, or supplemented from time to time by the Debtors through the Effective Date with the consent of the Agent, which shall be included in the Plan Supplement, provided that such schedule shall not include any Causes of Action against any Released Party, and any such inclusion will be deemed void ab initio. 184. “Schedules” means the schedules of assets and liabilities, schedules of Executory Contracts or Unexpired Leases, and statement of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy Rules, as they may be altered, amended, modified, or supplemented from time to time. 185. “Schedules of Non-Reorganized Debtors” means, collectively, the Schedule of Abandoned Debtors, the Schedule of Converted Cases, and the Schedule of Non-Applicable Debtors. 186. “Schultz Parties” means (a) Brian Schultz, both individually and in his capacity as a current or former (i) member of any Debtor’s board of managers or directors, (ii) officer of any Debtor, (iii) manager of any Debtor, (iv) employee of any Debtor, (v) consultant of any Debtor, or (vi) Interest Holder of any Debtor, (b) TNTF, LLC, SMG Team Equity Holdings, LLC, and Blackbox Management Group, LLC, and (c) with respect to each of the foregoing (a) through (b), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons. 187. “SEC” means the Securities and Exchange Commission. 188. “Section 510(b) Claim” means any Claim against a Debtor arising from (a) rescission of a purchase or sale of a security of any Debtor or an Affiliate of any Debtor, (b) purchase or sale

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of such a security, or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim. 189. “Secured” means, when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a Secured Claim. 190. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77–77a, as amended, together with the rules and regulations promulgated thereunder, or any similar federal, state or local law. 191. “Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities Act. 192. “SMG Holdings” means Studio Movie Grill Holdings, LLC. 193. “SMG Holdings Interest” means an Interest in SMG Holdings. 194. “Subclass” means a separate Class of Claims for each respective Debtor underneath a major classification. 195. “Subordinated Claim” means a Claim that is subordinated to GUC Claims pursuant to (a) a contract or agreement, (b) a Final Order declaring that such Claim is subordinated in right or payment, or (c) any applicable provision of the Bankruptcy Code, including Bankruptcy Code section 510, or other applicable law. 196. “Third Party Purchaser” means, in the event an Asset Sale Restructuring occurs, a Purchaser other than the Agent Purchaser. 197. “Third Party Release” means the release provided by the Releasing Parties in favor of the Released Parties as set forth in Article VIII.D of the Plan. 198. “TowerBrook Claims” means the Claims against OHAM arising out of that certain Securities Purchase Agreement, dated March 29, 2019 by and among OHAM, as issuer, TSO SMG Note Investment Aggregator L.P. and Michael Lambert Trust u/d/t 3/1/93, as note purchasers, and TSO SMG Warrant Investment Aggregator L.P. and Michael Lambert Trust u/d/t 3/1/93, as warrant purchasers. 199. “U.S.” means the United States of America. 200. “U.S. Trustee” means the Office of the U.S. Trustee for Northern District of Texas. 201. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

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202. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code. B. Rules of Interpretation. For purposes of the Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neutral gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, or similar formation document or agreement, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) any immaterial effectuating provisions may be interpreted by the Debtors or Reorganized Debtors but subject to the Agent’s consent, as applicable, in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (15) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors and the Reorganized Debtors, shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires. C. Computation of Time. Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

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D. Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Texas, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, leases, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in such documents, in which case the governing law of such agreement shall control); provided that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor. E. Reference to Monetary Figures. All references in the Plan to monetary figures shall refer to currency of the United States, unless otherwise expressly provided. F. Conflicts. In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control. G. Reference to Debtors or Reorganized Debtors. Unless specifically provided otherwise in the Plan, references to the Debtors or Reorganized Debtors shall mean the Debtors (or a Debtor) and/or Reorganized Debtors (or a Reorganized Debtor), as the context may require; provided that references to Reorganized Debtors shall not be to the Debtors who are Non-Reorganized Debtors. ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP FACILITY CLAIMS In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, and DIP Facility Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests. Notwithstanding anything to the contrary herein, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to this Article II and shall not be paid by the Reorganized Debtors. A. Administrative Claims. 1. General Administrative Claims. Except as otherwise provided for in the Plan, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, each Holder of an Allowed General Administrative Claim (other than Holders of Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code), will receive, in full satisfaction release, settlement, and

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discharge of such General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim: (a) to the extent such Allowed General Administrative Claim is due and owing on the Effective Date, on the Distribution Date; (b) to the extent such Allowed General Administrative Claim is not due and owing on the Effective Date, (i) in accordance with the terms of any agreement between the Debtors and such Holder as of the Effective Date, or when such Claim becomes due and payable under applicable non-bankruptcy law, or (ii) in the ordinary course of business; or (c) to the extent the General Administrative Claim is not Allowed as of the Effective Date, sixty (60) days after the date on which an order allowing such General Administrative Claim becomes a Final Order, or as soon thereafter as reasonably practicable, in each case of (a) through (c) without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court. Requests for allowance and payment of General Administrative Claims that were (a) not incurred in the ordinary course of the Debtors’ business and (b) are not subject to the Administrative Claims Bar Date Order or other order of the Court must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are (a) not subject to the Administrative Claims Bar Date Order and are required to File and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date and do not File and serve such a request by the Administrative Claims Bar Date specified in the Confirmation Order or (b) are subject to the Administrative Claims Bar Date Order but did not timely File and serve such a request in accordance with the Administrative Claims Bar Date Order, shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors or Reorganized Debtors, as applicable, or their respective property, and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for allowance and payment of General Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Date (including those that are subject to the Administrative Claims Bar Date Order) shall not appear on the Claims Register and shall be Disallowed automatically without the need for further action by the Debtors or the Reorganized Debtors, as applicable, or further order of the Bankruptcy Court. To the extent this Article II.A.1 conflicts with Article XII.D of the Plan with respect to fees and expenses payable under section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article XII.D of the Plan shall govern. Notwithstanding the foregoing, no request for payment of a General Administrative Claim need be Filed with respect to a General Administrative Claim previously Allowed by Final Order. The Reorganized Debtors, with the consent of the Agent, may settle General Administrative Claims without further Bankruptcy Court approval; provided, however, that the Reorganized Debtors shall provide notice prior to seeking the reclassification of any General Administrative Claim to a GUC Claim and the GUC Trustee shall have standing to object to such reclassification. The Reorganized Debtors may also choose to object to any Administrative Claim no later than sixty (60) days from the Administrative Claims Bar Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or Reorganized Debtors (or other party with standing), as applicable, object to a timely filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or Reorganized Debtors, as applicable, object to an Administrative Claim, the parties may confer to try to reach a settlement and, failing that,

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the Bankruptcy Court will determine whether such Administrative Claim should be Allowed and, if so, in what amount. 2. Professional Fee Claims. (a) Final Fee Applications. All final requests for compensation or reimbursement of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date (other than substantial contribution claims under section 503(b)(4) of the Bankruptcy Code), must be Filed and served on the Reorganized Debtors and their counsel no later than forty-five (45) days after the Effective Date or as may otherwise be directed by the Bankruptcy Court. All such final requests will be subject to approval by the Bankruptcy Court after notice to other parties on the regular service list and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be paid as soon as reasonably practicable from the Professional Fee Escrow Account up to the full Allowed amount. Objections to applications of Professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting Professional or other entity by no later than twenty-one (21) days (or such longer period as may be established by order of the Bankruptcy Court or by agreement of the objecting party, the applicable Professional, and the Reorganized Debtors) after the date on which the applicable application for compensation or reimbursement was served. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. (b) Professional Fee Escrow Account. Prior to the Effective Date, the Debtors shall establish the Professional Fee Escrow Account which shall be funded on the Effective Date with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors, as applicable. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order. When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be delivered to the Reorganized Debtors without any further action or order of the Bankruptcy Court. (c) Professional Fee Reserve Amount. Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Confirmation Date and shall deliver such estimate to the Debtors no later than five business days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Filed Professional Fee Claims. If a

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Professional does not provide such an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. The aggregate amount for all Professionals estimated pursuant to this section shall comprise the Professional Fee Reserve Amount. B. Priority Tax Claims. Except to the extent that a Holder of an Allowed Priority Tax Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive, at the option of the Reorganized Debtors with the consent of the Agent: (a) payment in full of such Allowed Priority Tax Claim on the Distribution Date or (b) treatment in accordance with the provisions of sections 1129(a)(9)(C) or 1129(a)(9)(D) of the Bankruptcy Code, as the case may be, and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code. C. DIP Facility Claims. All DIP Facility Claims shall be deemed to be Allowed Secured Claims and Allowed superpriority Administrative Claims in the full amount due and owing under the DIP Facility Loan Documents and the DIP Orders as of the Effective Date. If an Equitization Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, Holder thereof shall receive: a. Its Pro Rata share (i.e., the proportion that such Allowed DIP Claim bears to the aggregate amount of all Allowed DIP Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed Prepetition Lenders’ Claims (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis; plus b. Thereafter, the applicable New Units designated to be distributed to such Holder (as more fully set forth in Article III.B – Class 2 of the Plan). If an Equitization Restructuring occurs, the Agent (with, for the avoidance of doubt, the consent of Crestline) may at any time prior to the Effective Date determine the amount of Allowed DIP Facility Claims and Allowed Prepetition Lenders’ Claims that shall be refinanced with Exit Facility Refinancing Loans; provided, however, that (a) the allocation of any Allowed DIP Facility Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed DIP Facility Claims, and (b) the allocation of any Allowed Prepetition Lenders’ Claim to be refinanced with Exit Facility Refinancing Loans shall be Pro Rata with all Allowed Prepetition Lenders’ Claims. If an Asset Sale Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed DIP Facility Claim agrees to a less favorable treatment, each Holder thereof shall receive indefeasible payment in full in Cash. Subject to the provisions of Article III.B Class 2 below, unless and until Holders of Allowed DIP Facility Claims receive (a) in an Equitization Restructuring, their Pro Rata share of the Exit

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Facility Refinancing Loans (if any) and their applicable share of the New Units, or (b) in an Asset Sale Restructuring, indefeasible payment in full in Cash (or such other treatment consented to by such Holder), then notwithstanding entry of the Confirmation Order and anything to the contrary in this Plan or the Confirmation Order, (1) none of the DIP Facility Claims shall be discharged, satisfied or released or otherwise affected in whole or in part, and each of the DIP Facility Claims shall remain outstanding, (2) none of the DIP Liens shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part, and (3) none of the DIP Facility Loan Documents shall be (or deemed to have been) terminated, discharged, satisfied or released or otherwise affected in whole or in part, and each such DIP Facility Loan Document shall remain in effect. Holders of DIP Facility Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the DIP Facility Claims. D. Statutory Fees. On or before the Effective Date, the Debtors who will be Reorganized Debtors shall have paid in full in Cash all fees due and payable pursuant to section 1930 of Title 28 of the United States Code. On and after the Effective Date, the payment of such fees shall be made in accordance with Article X.D. ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS A. Classification of Claims and Interests. Claims and Interests, except for Administrative Claims, Priority Tax Claims, and DIP Facility Claims, are classified in accordance with section 1122 and 1123(a)(1) of the Bankruptcy Code in the Classes set forth in this Article III. A Claim or Interest, or any portion thereof, is classified in a particular Class only to the extent that any portion of such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied before the Effective Date. The Debtors reserve the right to assert that the treatment provided to Holders of Claims and Interests pursuant to Article III.B of the Plan renders such Holders Unimpaired. 1. Class Identification for the Debtors. The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor with Claims against and Interests in each respective Debtor participating in the respective Subclass in such Class; provided, however, that notwithstanding anything to the contrary herein, Claims and Interests against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors shall not be subject to this Article III. Where there are no Subclasses listed, all Claims of such Class are being treated the same. B. Treatment of Claims and Interests.

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To the extent that a Class contains Allowed Claims or Allowed Interests with respect to any Debtor, the treatment of Allowed Claims and Allowed Interests in such Class is specified below. Class 1 – Other Priority Claims. (a) Classification: Class 1 consists of Other Priority Claims. For purposes of classification and treatment under the Plan, all Other Priority Claims of all Debtors are being treated as one Class. (b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Other Priority Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; or (ii) other treatment rendering such Claim Unimpaired or otherwise permitted by the Bankruptcy Code. (c) Voting: Class 1 is Unimpaired under the Plan. Each Holder of a Class 1 Other Priority Claim is conclusively presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 1 Other Priority Claims are not entitled to vote to accept or reject the Plan. Class 2 – Prepetition Lenders’ Claims. (a) Classification: Class 2 consists of the Prepetition Lenders’ Claims held by the Prepetition Lenders. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 2 for each Debtor. (b) Allowance: On the Effective Date, the Prepetition Lenders’ Claims shall be Allowed in the aggregate principal amount of at least $104,123,984.28, plus accrued and unpaid interest on such principal amount through the Petition Date and any other amounts due and owing pursuant to, arising under or, relating to the Prepetition Loan Documents through and including the Effective Date, less any amount repaid or rolled up pursuant to the DIP Facility and the DIP Orders as of the Effective Date. (c) Treatment: On the Effective Date, each Holder of a Class 2 Claim shall receive: (i) if an Equitization Restructuring occurs, (a)(1) its Pro Rata share (i.e., the proportion that such Allowed Prepetition Lenders’ Claim bears to the aggregate amount of all Allowed Prepetition Lenders’ Claims participating in the Exit Facility Refinancing Loans (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) plus all Allowed DIP Claims (if any, and as determined by the Agent with, for the avoidance of doubt, the consent of Crestline) participating in the Exit Facility Refinancing

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Loans) of the Exit Facility Refinancing Loans on a dollar-for-dollar basis, and (2) thereafter, the applicable New Units designated to be distributed to such Holder as set forth below (which may be distributed to the GS Designees or the Crestline Designees as determined by such Holder); plus (b) its Pro Rata share of the Agent Panterra Assets; or (ii) if an Asset Sale Restructuring occurs, (a) all Cash of the Debtors (including, if the Asset Sale Restructuring is to a Third Party Purchaser, the Sale Proceeds) other than the GUC Trust Assets and (b) its Pro Rata Share of the Agent Trust Assets and the Agent Trust Interests. If an Equitization Restructuring occurs, the distribution of New Units to the Holders of Class 2 Claims and DIP Facility Claims shall be as follows: (a) if to the GS Designees, (i) 63.94% of the Preferred Units and (ii) the GS Warrant; and (b) if to the Crestline Designees, (i) 36.06% of the Preferred Units and (ii) 100% of the Class A-1 Common Units. Notwithstanding the foregoing, the Agent, with the consent of Crestline, may at any time redetermine the allocation and type of New Units to be distributed the Holders of Class 2 Claims and DIP Facility Claims. If an Equitization Restructuring occurs, (a) all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent to secure the obligations under the Exit Facility. If an Asset Sale Restructuring occurs, after the Effective Date, each of the DIP Liens and the Liens securing the Prepetition Lenders’ Claims shall remain in effect to the same extent and in the same priority such Liens exist on the Effective Date, and no such Lien shall be (or deemed to have been) waived, released, satisfied or discharged, in whole or in part. Beginning on the first calendar quarter following the Effective Date, and continuing on at least a quarterly basis thereafter (or such other time as agreed by the Agent and the GUC Trustee), the GUC Trustee shall pay the Pro Rata Share of Cash on hand resulting from the Agent Panterra Assets, if any: (i) in the event of an Asset Sale Restructuring, to the Agent Trustee or (ii) in the event of an Equitization Restructuring, to the Agent. Holders of Prepetition Lenders’ Claims expressly reserve the right to seek recovery against any Non-Reorganized Debtor on any grounds, including, without limitation, the entire unpaid cash amount of the Prepetition Lenders’ Claims. (d) Voting: Class 2 is Impaired under the Plan. Holders of Claims in Class 2 are entitled to vote to accept or reject the Plan. Class 3 – Secured Tax Claims. (a) Classification: Class 3 consists of Secured Tax Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for Class 3 for each Debtor.

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(b) Treatment: Except to the extent that the Holder of an Allowed Class 3 Secured Claim agrees to a less favorable treatment of its Allowed Class 3 Secured Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 3 Secured Claim, each such Holder shall receive payment in accordance with section 1129 of the Bankruptcy Code. (c) Voting: Class 3 is Impaired under the Plan. Holders of Claims in Class 3 are entitled to vote to accept or reject the Plan. Class 4 – Other Secured Claims. (a) Classification: Class 4 consists of Other Secured Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Class 4 Secured Claim agrees to a less favorable treatment of its Allowed 4 Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Secured Claim, each such Holder shall receive, at the option of the applicable Debtor(s) with the consent of the Agent, either: (i) payment in full in Cash; (ii) the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) A new note with a principal amount equal to the amount of the Allowed Class 4 Claim with a term of five years, interest at the Plan Rate, payable monthly in equal payments of principal and interest, and secured by the same collateral that secured such Allowed Class 4 Claim. (c) Voting: Class 4 is Impaired under the Plan. Holders of Claims in Class 4 are entitled to vote to accept or reject the Plan. Class 5 – GUC (General Unsecured) Claims. (a) Classification: Class 5 consists of GUC Claims (which, for avoidance of doubt, do not include TowerBrook Claims or Convenience Class Claims). For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed GUC Claim agrees to less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed GUC Claim, each such Holder of an Allowed GUC Claim in Class 5 shall receive its Pro Rata share of the GUC Trust Interests. Each

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Holder of GUC Claims in an aggregate Allowed amount greater than $2,500.00 may irrevocably elect on its Ballot to have such Claim irrevocably reduced to $2,500.00 and treated as a Convenience Class Claim for the purposes of the Plan rather than as a GUC Claim. For avoidance of doubt, Holders of Prepetition Lenders’ Claims shall not be entitled to any recovery from the GUC Trust Interests or the GUC Trust Assets (solely excepting the Agent Panterra Assets). (c) Voting: Class 5 is Impaired under the Plan. Holders of Claims in Class 5 are entitled to vote to accept or reject the Plan. Class 6 – Convenience Class Claims. (a) Classification: Class 6 consists of Convenience Class Claims. For purposes of classification and treatment under the Plan, there shall be a separate Subclass for each Debtor. (b) Treatment: Except to the extent that a Holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Convenience Class Claim, each such Holder shall receive within thirty (30) days after the date such Claim is Allowed payment in Cash in an amount equal to 10% of such Holder’s Allowed Convenience Class Claim, which shall be payable from the GUC Trust Reserve. (c) Voting: Class 6 is Impaired under the Plan. Holders of Claims in Class 6 are entitled to vote to accept or reject the Plan. Class 7 – Intercompany Claims. (a) Classification: Class 7 consists of all Intercompany Claims. For purposes of classification and treatment under the Plan, all Class 7 Claims of all Debtors are being treated as one Class. (b) Treatment: Intercompany Claims shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 7 is either Unimpaired, in which case the Holders of such Claims conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 7 Intercompany Claim is not entitled to vote to accept or reject the Plan. Class 8 – Subordinated Claims. (a) Classification: Class 8 consists of all Subordinated Claims. For purposes of classification and treatment under the Plan, all Class 8 Claims of all Debtors are being treated as one Class.

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(b) Treatment: Allowed Claims in Class 8 shall receive no payment under the Plan. (c) Voting: Class 8 is Impaired, and such Holders of Class 8 Claims are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 9 – SMG Holdings Interests (a) Classification: Class 9 consists of any Interests in SMG Holdings. For purposes of classification and treatment under the Plan, all Class 9 Interests are being treated as one Class. (b) Treatment: On the Effective Date, all Interests in SMG Holdings shall be canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 9 is Impaired, and the Holders of Class 9 Interests are conclusively presumed to have rejected the Plan under section 1126(g) of the Bankruptcy Code. Class 10 – Other Debtor Interests (a) Classification: Class 10 consists of Other Debtor Interests. For purposes of classification and treatment under the Plan, all Class 10 Interests are being treated as one Class. (b) Treatment: On the Effective Date, Interests in the Other Debtors shall, at the Agent’s election, either be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. (c) Voting: Class 10 is either Unimpaired, in which case the Holders of such Interests conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the Holders of such Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each Holder of a Class 10 Interest is not entitled to vote to accept or reject the Plan. C. Special Provision Governing Unimpaired Claims. Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims. D. Elimination of Vacant Classes. Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement Order shall be considered vacant,

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deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of voting on the Plan. E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. Subject to the Agent’s consent, the Debtors reserve the right to modify the Plan in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules or, subject to the consent of the Agent, to withdraw the Plan as to such Debtor. F. Voting Classes; Presumed Acceptance by Non-Voting Classes. If a Class contains Holders of Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted by the Holders of such Claims or Interests in such Class. G. Presumed Acceptance and Rejection of the Plan. To the extent that Claims or Interests of any Class receive no distribution under the Plan, each Holder of a Claim or Interest in such Class is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. To the extent that Claims or Interests of any Class are Reinstated, each Holder of a Claim or Interest in such Class is presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. H. Interests. Holders of SMG Holdings Interests are not receiving any distribution under the Plan on account of such Interests. Subject to the Agent’s consent, Interests in Other Debtors will be (i) Reinstated as of the Effective Date or (ii) canceled, discharged, released, and extinguished in full as of the Effective Date. I. Controversy Concerning Impairment. If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date. J. Subordinated Claims and Interests. The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable or contractual subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors (or the GUC Trust,

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solely with respect to GUC Claims and Convenience Class Claims) reserve the right to re-classify any Allowed Claim in accordance with any contractual, legal, or equitable subordination relating thereto. ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN A. Restructuring Transactions. On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, with the consent of the Agent, shall enter into any transaction and shall take any actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including the Asset Sale Restructuring or the Equitization Restructuring, as applicable, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses in accordance with the terms of the Plan. The actions to implement the Restructuring Transactions may include, as applicable, and without limitation: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the Agent may consent, including, if applicable, the formation of any entity or entities that will constitute, in whole or in part, the Reorganized Debtors; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the Agent may consent, including the execution and delivery of the Agent Trust Agreement; (3) the execution of the GUC Trust Agreement; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; (5) the execution and delivery of the New Organizational Documents; (6) the issuance of the New Units as set forth in the Plan; and (7) all other actions that the Debtors with the Agent’s consent or the Reorganized Debtors, as applicable, determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions. B. GUC Trust. 1. Creation and Governance of the GUC Trust The GUC Trust shall be established for the administration of the GUC Trust Assets as set forth in the Plan and GUC Trust Agreement. The GUC Trust shall be created whether an Equitization Restructuring occurs or an Asset Sale Restructuring occurs. The GUC Trust shall be established for the distribution of GUC Trust Assets, net of any GUC Trust Expenses, to Holders of Allowed GUC Claims and Allowed Convenience Class Claims as set forth in the Plan and for the reconciliation by the GUC Trustee of Claims and Interests. On the Effective Date, the Debtors, the Reorganized Debtors, and GUC Trustee, as applicable, shall be authorized to take all actions necessary to establish the GUC Trust in accordance

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with the Plan and the GUC Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the GUC Trust all of their rights, title and interest in and to all of the GUC Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, the GUC Trust Assets shall automatically vest in the GUC Trust free and clear of all Claims and Liens, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The GUC Trustee shall be the exclusive administrator of the GUC Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely with respect to the GUC Trust Assets and for purposes of carrying out the GUC Trustee’s duties. The GUC Trust shall be administered by the GUC Trustee. The powers, rights, and responsibilities of the GUC Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the GUC Trust Agreement. The GUC Trustee shall hold and distribute the GUC Trust Assets in accordance with the provisions of the Plan and the GUC Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the GUC Trust Assets. 2. GUC Trustee and GUC Trust Agreement The GUC Trustee will, among other things, administer the GUC Trust Assets and will be the Estates’ representative with respect to the settlement, release, allowance, disallowance, or compromise of applicable GUC Claims or Convenience Class Claims subject to and in accordance with the Plan and the Bankruptcy Code. The GUC Trust Agreement generally will provide for, among other things: (a) the transfer of the GUC Trust Assets to the GUC Trust; (b) the payment of certain reasonable expenses of the GUC Trust from the GUC Trust Assets; and (c) distributions to GUC Trust Beneficiaries, as provided herein and in the GUC Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the GUC Trust Agreement or the Plan, the GUC Trustee shall be responsible for all decisions and duties with respect to the GUC Trust and the GUC Trust Assets, except as otherwise provided in the GUC Trust Agreement or the Plan. The GUC Trustee shall make distributions to GUC Trust Beneficiaries on account of GUC Trust Interests. 3. Tax Treatment In furtherance of the GUC Trust, (a) the GUC Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the GUC Trust shall be the liquidation and distribution of the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report consistently with the valuation of the GUC Trust Assets transferred to the GUC Trust as determined by the GUC Trustee (or its designee); (e) the GUC Trustee shall be responsible for filing all applicable tax returns for the GUC Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the GUC Trustee shall annually send to each holder of a GUC Trust Interest a separate statement regarding the receipts and expenditures of the GUC Trust as relevant for U.S. federal income tax purposes. In conformity

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with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the GUC Trustee and GUC Trust Beneficiaries) will be required to treat the transfer of the GUC Trust Assets to the GUC Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the GUC Trust Assets (subject to any obligations relating to those assets) directly to the GUC Trust Beneficiaries (other than to the extent any GUC Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the GUC Trust of GUC Trust Assets in exchange for GUC Trust Interests. For all U.S. federal income tax purposes, all parties must treat the GUC Trust as a grantor trust of which holders of Allowed Class 5 Claims who become GUC Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the GUC Trustee of a private letter ruling if the GUC Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the GUC Trustee), the GUC Trustee may timely elect to (a) treat any portion of the GUC Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the GUC Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Class 5 Claims receiving GUC Trust Interests, and the GUC Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The GUC Trustee may request an expedited determination of taxes of the GUC Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the GUC Trust for all taxable periods through the dissolution of the GUC Trust. 4. Non-Transferability of GUC Trust Interests Any and all GUC Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all GUC Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such GUC Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the GUC Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 5. Dissolution of the GUC Trust The GUC Trustee and GUC Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the GUC Trustee under the Plan have been made. 6. Indemnification and Limitation of Liability The GUC Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, a “GUC Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the GUC Trust and solely from the GUC Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including

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the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable GUC Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the GUC Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the GUC Trust Agreement, as applicable if the applicable GUC Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the GUC Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the GUC Trust Assets. The GUC Trustee shall not be personally liable for the payment of any GUC Trust expense or claim or other liability of the GUC Trust, and no person shall look to the GUC Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the GUC Trustee, GUC Indemnified Party or the termination of the GUC Trust, and shall inure to the benefit of each GUC Indemnified Party’s heirs and assigns. 7. Preservation of Privilege The Debtors or Reorganized Debtors, as applicable, and the GUC Trust shall be deemed to be working in common interest whereby the Debtors will be able to share documents, information or communications (whether written or oral) relating to GUC Claims, subject to a common interest privilege. The GUC Trust shall seek to preserve and protect all applicable privileges attaching to any such documents, information, or communications. The GUC Trustee’s receipt of such documents, information or communications shall not constitute a waiver of any privilege. All privileges shall remain in the control of the Debtors or Reorganized Debtors, as applicable, and the Debtors or Reorganized Debtors, as applicable, retain the exclusive right to waive their own privileges. 8. Administration of the GUC Trust On and after the Effective Date, the GUC Trustee shall: (a) resolve Disputed Claims that are GUC Claims and Convenience Class Claims as expeditiously as possible, (b) make distributions on account of GUC Trust Interests as provided hereunder, (c) to the extent transferred to the GUC Trust, enforce and prosecute claims, interests, rights, and privileges under the Panterra Claims in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the GUC Trust in an efficacious manner. The GUC Trustee shall liquidate the Agent Panterra Assets as expeditiously as reasonably possible and, subject to the consent of the Agent, make Cash distributions to the Agent, Reorganized SMG, holders of New Units, or holders of Agent Trust Interests (if applicable), as set forth in the Plan and the GUC Trust Agreement. The GUC Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters pertaining to the GUC Claims reconciliation process and the GUC Trust Assets, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court (including the Panterra Actions), in each case without the need or requirement for the GUC Trustee to file motions or substitutions of parties or counsel in each such matter. 9. GUC Trust Fees and Expenses

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From and after the Effective Date, the GUC Trustee, on behalf of the GUC Trust, shall, in the ordinary course of business and without the necessity of any approval by the Bankruptcy Court, pay using the GUC Trust Assets the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC Trust and any professionals retained by the GUC Trust or the GUC Trustee and any additional amounts determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust from the GUC Trust Assets. The GUC Trustee is authorized to allocate such expenses to, and pay them from, the GUC Trust Assets, as the GUC Trustee may determine in good faith is fair (such as based upon the GUC Trustee’s good faith determination of the nature or purpose of the fee or expense, the relative amount of GUC Claims, or such other matters as the GUC Trustee deems relevant) and in accordance with the GUC Trust Agreement. No GUC Trust Expenses shall be payable from the Agent Panterra Assets. C. The Equitization Restructuring If the Equitization Restructuring occurs, the following provisions shall govern. 1. Reorganized Debtors On the Effective Date, the Reorganized SMG Board shall be established, and each Reorganized Debtor shall adopt its New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan, including any Restructuring Transactions. 2. Sources of Consideration for Plan Distributions (a) Exit Facility On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Loan Documents (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Loan Documents, (c) shall be deemed to be automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Loan Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the Exit Agent and all other persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On the Effective Date, the applicable Reorganized Debtors shall enter into the Exit Facility (and such other Reorganized Debtors may enter into the Exit Facility after the Effective Date as set forth in the Exit Facility Loan Documents and the Plan), the terms of which will be set forth in the

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Exit Facility Loan Documents. Confirmation of the Plan shall be deemed approval by the Bankruptcy Court of the Exit Facility, including the Exit Facility Loan Documents and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and other payments provided for therein and authorization of the applicable Reorganized Debtors to enter into and execute the Exit Facility Loan Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. (b) New Units Reorganized SMG shall be authorized to issue New Units pursuant to the New Organizational Documents. On the Effective Date, the Debtors shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan. The New Units, as well as the terms, amount, structure, and allocation thereof, may be modified with the consent of the Agent (with, for the avoidance of doubt, the consent of Crestline) at any time prior to the Effective Date. All of the New Units issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Units shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. 3. Vesting of Assets in the Reorganized Debtors Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on the Effective Date, other than with respect to all Non-Vesting Assets, property of any Non-Reorganized Debtor, and the GUC Trust Assets, all property in each Estate, all Causes of Action (including the Retained Causes of Action), and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor or such other Entity as determined by the Agent, free and clear of all Liens, Claims, charges, Interests, or other encumbrances; provided, however, that (a) any and all DIP Liens shall be retained by the DIP Agent and assigned to the Exit Agent and (b) any and all Liens securing the Prepetition Lenders’ Claim shall be retained by the Prepetition Agent and assigned to the Exit Agent, in each case of (a) and (b) to secure any and all obligations of the Reorganized Debtors under the Exit Facility. Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on and after the Effective Date, each of the Reorganized Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Notwithstanding anything herein to the contrary, at any time prior to the Effective Date, the Agent may elect for any Interest in any Debtor that will become a Reorganized Debtor to be issued and assigned to any Entity on the Effective Date, including without limitation any third party by filing a notice on the docket of the Bankruptcy Court. The Plan shall constitute a motion to abandon the Non-Vesting Assets. The Confirmation Order shall constitute (a) an authorization of the Bankruptcy Court to abandon the Non-Vesting Assets under section 554 of the Bankruptcy Code and (b) an order of abandonment of the Non-Vesting Assets as of the Effective Date. The Non-Vesting Assets shall not vest in any of the Reorganized Debtors, and the Reorganized Debtors shall have no ownership interest in the Non-Vesting Assets.

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4. Corporate Action On the Effective Date, all actions contemplated under the Plan with respect to the Debtors and the Reorganized Debtors, as applicable, shall be deemed authorized and approved in all respects, including, as applicable: (1) implementation of the Restructuring Transactions; (2) formation by the Debtors or such other party as contemplated in the Plan, Plan Supplement, or Confirmation Order, of Reorganized SMG, and any transactions related thereto; (3) selection of, and the election or appointment (as applicable) of, the directors and officers for the Reorganized Debtors; (4) adoption of and entry into any employment agreements; (5) approval and adoption of (and, as applicable, the execution, delivery, and filing of) the New Organizational Documents; (6) issuance and distribution of New Units as set forth in the Plan; (7) execution of the GUC Trust Agreement and transfer of the GUC Trust Assets to the GUC Trust; (8) entry into the Exit Facility Loan Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; (10) the establishment of the Reorganized SMG Board and the appointment of each manager thereof, and (11) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action, authorization, or approval that would otherwise be required by the Debtors or the Reorganized Debtors, as applicable, in connection with the Plan shall be deemed to have occurred or to have been obtained and shall be in effect as of the Effective Date, without any requirement of further action, authorization, or approval by the Bankruptcy Court, security holders, directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other person. On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities, and instruments, and take such actions, contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors including, as applicable, the GUC Trust Agreement, the New Organizational Documents, the New Units, the Exit Facility, the Exit Facility Loan Documents, and any and all other agreements, documents, securities, and instruments relating to the foregoing, and all such documents shall be deemed ratified. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law. 5. New Organizational Documents On or immediately prior to the Effective Date, the New Organizational Documents shall be amended in a manner acceptable to the Agent as may be necessary to effectuate the transactions contemplated by the Plan. On the Effective Date, to the extent provided in the Plan and/or Plan Supplement, each of the Reorganized Debtors will file its New Organizational Documents with the applicable secretaries of state and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation, to the extent required for such New Organizational Documents to become effective. Pursuant to and to the extent provided in section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities (other than with respect to the Preferred Units and the Class A-2 Common Units). After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of

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incorporation and their respective New Organizational Documents and other constituent documents of the Reorganized Debtors. 6. Directors and Officers of the Reorganized Debtors As of the Effective Date, the terms of the current members of the boards of directors or managers, as applicable, of each of the Debtors shall expire, and the initial Reorganized SMG Board and the boards of directors or managers of each of the other Reorganized Debtors will include those directors and officers set forth in the lists of directors and officers of the Reorganized Debtors included in the Plan Supplement. After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of each person proposed to be an officer or to serve on the initial board of directors of any of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer. Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents. 7. Effectuating Documents; Further Transactions On and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, and the officers, directors, agents and members thereof are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 8. Management Incentive Plan The Reorganized SMG A&R LLCA shall provide for a Management Incentive Plan for the issuance of Class B Common Units to management and other service providers. The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) shall be set forth in the Reorganized SMG A&R LLCA and award agreements with participants, to the extent applicable. 9. Employee Matters Pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. 10. Preservation of Causes of Action In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, the Reorganized Debtors or the GUC Trust, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action belonging to the Debtors or their Estates that vest in the Reorganized Debtors or are transferred and assigned to the GUC Trust pursuant to the Plan, as applicable, whether arising before or after the Petition Date, including,

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without limitation, any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ and the GUC Trust’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than Causes of Action released by the Debtors pursuant to the releases and exculpations set forth in Article VIII of the Plan or otherwise under this Plan; provided, however, that notwithstanding anything to the contrary herein, on the Effective Date (a) all Causes of Action against the Schultz Parties of Debtors that become Reorganized Debtors shall vest in the Reorganized Debtors and (b) all Causes of Action against the Schultz Parties of Debtors that become Non-Reorganized Debtors shall be transferred and assigned to the Reorganized Debtors, unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). The Reorganized Debtors and the GUC Trustee may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors and the GUC Trust Beneficiaries. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of Action against it as any indication that the Reorganized Debtors or GUC Trustee will not pursue any and all available Causes of Action of the Debtors or the Estates against it. The Reorganized Debtors and the GUC Trustee, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the Debtors or the Estates against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors and the GUC Trustee expressly reserve all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation. The Reorganized Debtors and the GUC Trust, as applicable, reserve and shall retain such Causes of Action of the Debtors and their Estates notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor or its Estate may hold against any Entity shall vest in the Reorganized Debtors or the GUC Trust pursuant to the Plan, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. The Reorganized Debtors and the GUC Trust shall retain and may exclusively enforce any and all such Causes of Action, and through their authorized agents or representatives shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment, any such Causes of Action (except as otherwise expressly provided in the Plan), or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. On the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action.

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11. Non-Reorganized Debtors On the Effective Date, the Non-Vesting Assets (including Interests in Debtors identified on the Schedule of Abandoned Debtors) shall be abandoned pursuant to section 554 of the Bankruptcy Code. On the Effective Date, the Chapter 11 Cases of the Debtors identified on the Schedule of Converted Cases shall be converted to cases under chapter 7 of the Bankruptcy Code pursuant to section 1112(a) of the Bankruptcy Code without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. The Confirmation Order shall provide that such Chapter 11 Cases shall be converted to cases under chapter 7 pursuant to section 1112(a) of the Bankruptcy Code. The treatment of Claims against and Interests in Debtors identified on the Schedule of Non-Applicable Debtors shall be subject to a separate plan or reorganization or liquidation acceptable to the Agent. Notwithstanding anything to the contrary herein, each Debtor identified on any Schedule of Non-Reorganized Debtors constitutes a “Releasing Party” under this Plan and Article VIII of the Plan shall apply to all such Debtors. 12. Cooperation of Reorganized Debtors In either an Equitization Restructuring or an Asset Sale Restructuring, the Reorganized Debtors shall reasonably cooperate with the GUC Trust and the GUC Trustee regarding information pertaining to the GUC Trust Assets; provided that the Reorganized Debtors shall have no obligation to incur out-of-pocket expenses in connection with such reasonable cooperation. 13. Administrative Consolidation for Procedural Purposes Only In either an Equitization Restructuring or an Asset Sale Restructuring , on the Effective Date, and solely for administrative purposes to facilitate distributions, each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases shall (a) be deemed merged or treated as liabilities of the GUC Trust to the extent Allowed and (b) shall be treated as filed against the consolidated Debtors and shall be treated as one GUC Claim or one Convenience Class Claim, as applicable, as an obligation of the GUC Trust. Each and every GUC Claim or Convenience Class Claim against a Debtor that is not listed on the Schedule of Abandoned Debtors, the Schedule of Non-Applicable Debtors, or the Schedule of Converted Cases and which constitutes a guaranty by a Debtor of the obligations of any other Debtor shall be deemed eliminated and extinguished so that any such GUC Claim or Convenience Class Claim, as applicable, against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several GUC Claim or Convenience Class Claim against any of the Debtors shall be deemed to be a single obligation of the GUC Trust. For the avoidance of doubt, for purposes of determining the availability of the right of setoff under section 553 of the Bankruptcy Code, the Debtors shall be treated as separate entities so that, subject to the other provisions of section 553 of the Bankruptcy Code, debts due to any of the Debtors may not be set off against the liabilities of any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating distributions to Holders of GUC Claims under this Plan and

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shall not affect the legal and corporate structures of the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any subordination provisions set forth in any agreement relating to any GUC Claim or the ability of the GUC Trustee to seek to have any GUC Claim subordinated in accordance with any contractual rights or equitable principles. 14. Leasehold Mortgages On the Effective Date, and effective as of the date of entry of the Final DIP Order, each Reorganized Debtor that is a lessee under an Unexpired Lease of nonresidential real property shall execute a leasehold mortgage with the Exit Agent, and, absent a timely objection and showing by the Confirmation Objection Deadline by the applicable lessor counterparty that such leasehold mortgage is expressly prohibited under such lease and cannot be cured or resolved by consent or other process under such lease, or would cause a default under the landlord’s financing agreement existing as of the date of entry of the Final DIP Order, each lessor counterparty to such Unexpired Lease of nonresidential real property shall be deemed to consent to the grant of such leasehold mortgage to the Exit Agent. D. The Asset Sale Restructuring If the Asset Sale Restructuring occurs, the following provisions shall govern. 1. Vesting of Assets in the GUC Trust On the Effective Date, the GUC Trust Assets shall vest in the GUC Trust free and clear of all Liens, Claims, charges, or other encumbrances. 2. Sources of Consideration for Plan Distributions Distributions under the Plan will be funded with Cash on hand on the Effective Date and the revenues and proceeds of all remaining assets of the Debtors recovered by the GUC Trust or Agent Trust, as applicable, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date. Notwithstanding anything to the contrary in the Plan or in the Asset Purchase Agreement, on the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan on or prior to the Effective Date shall vest in the Agent Trust (except the Panterra Claims, which shall vest in the GUC Trust); provided, however, that the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 3. Dissolution and Governing Bodies of the Debtors As of the Effective Date, the Debtors’ board(s) of managers shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, members, or similar governing bodies, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, managers, or similar governing body, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects

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to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases. The filing by the Agent Trustee of any of the Debtors’ certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order, or rule, including any action by the equity holders, members, board of directors, managers, or board of managers or any of its affiliates. 4. Release of Liens Except as otherwise expressly provided herein or in the Confirmation Order, on the Effective Date, all Liens on any property of any Debtors shall automatically terminate, all property subject to such Liens shall be automatically released, and all guarantees of any Debtors shall be automatically discharged and released; provided that notwithstanding anything to the contrary set forth in this Plan, subject to the funding of the Professional Fee Escrow Account and except with respect to the GUC Trust Assets, (a) all Liens of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, on any property of any Debtors shall remain valid, binding, and in full effect on and after the Effective Date, (b) all property of the Debtors (including any Sale Proceeds) shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as such Liens and Claims exist on the Effective Date, and shall continue to secure all of the DIP Facility Claims and the Prepetition Lenders’ Claims, (c) all guarantees of any Debtors in favor of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders shall be reaffirmed and remain in full force and effect, and (d) the proceeds of sales of any collateral of the Debtors securing the DIP Facility Claims and the Prepetition Lenders’ Claims shall remain subject to the Liens and Claims of the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date, in each case of (a)-(d) until the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders are indefeasibly paid in full in Cash. 5. Corporate Action On the Effective Date, all actions contemplated under the Plan, regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized and approved in all respects, including: (a) consummation of the Asset Sale; and (b) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan or corporate structure of the Debtors or Reorganized Debtors, shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors. The authorizations and approvals contemplated by this subsection shall be effective notwithstanding any requirements under non-bankruptcy law.

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6. Effectuating Documents; Further Transactions Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the GUC Trustee and the Agent Trustee are, authorized to and may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Plan such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for those expressly required pursuant to the Plan. 7. Preservation of Causes of Action Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Agent Trust all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action other than the Panterra Claims, whether arising before or after the Petition Date, which shall vest in the Agent Trust pursuant to the terms of the Plan. The Agent Trustee may enforce all rights to commence, prosecute, or settle, as appropriate, any and all such Causes of Action, whether arising before or after the Petition Date, and the Agent Trustee’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Agent Trustee may, in its reasonable business judgment, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Agent Trustee deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Agent Trustee will not pursue any and all available Causes of Action against them. The Debtors and the Agent Trustee expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Agent Trustee expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. Subject to the consent of the Agent, the Agent Trustee may initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any other third party or any further notice to, or action, order, or approval of, the Bankruptcy Court. For avoidance of doubt, on the Effective Date, the Debtors and the Estates shall irrevocably waive and release all Released Avoidance Actions and Released Avoidance Actions shall not be Retained Causes of Action. 8. Agent Trust In the event an Asset Sale Restructuring occurs, the Agent Trust Assets will be transferred to the Agent Trust on the Effective Date.

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Except as otherwise provided in the Plan, the Confirmation Order, the Asset Purchase Agreement, or any agreement, instrument, or other document incorporated herein or therein, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, the Agent Trust Assets shall vest in the Agent Trust free and clear of all Liens, Claims, charges, or other encumbrances; provided that the Agent Trust Assets shall remain subject to the Liens and Claims of the DIP Agent and the Prepetition Agent, as applicable, to the same extent as such Liens and Claims were enforceable against the Debtors and the Debtors’ assets on the Effective Date until such DIP Facility Claims and Prepetition Lenders’ Claims are indefeasibly paid in full in Cash. The Agent Trust shall be established for the administration of the Agent Trust as set forth in the Plan and Agent Trust Agreement. On the Effective Date, the Debtors, the Agent, and the Agent Trustee, as applicable, shall be authorized to take all actions necessary to establish the Agent Trust in accordance with the Plan and the Agent Trust Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the Agent Trust all of their rights, title and interest in and to all of the Agent Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, other than with respect to the Liens of the Agent, which shall encumber the Agent Trust Assets, the GUC Trust Assets shall automatically vest in the Agent Trust free and clear of all Claims and Liens, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax pursuant to section 1146(a) of the Bankruptcy Code. The Agent Trustee shall be the exclusive administrator of the Agent Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely for purposes of carrying out the Agent Trustee’s duties. The Agent Trust shall be administered by the Agent Trustee. The powers, rights, and responsibilities of the Agent Trustee shall include the authority and responsibility to, among other things, take the actions set forth in the Plan and shall be set forth in the Agent Trust Agreement. The Agent Trustee shall hold and distribute the Agent Trust Assets in accordance with the provisions of the Plan and the Agent Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors, if applicable, shall have no interest in the Agent Trust Assets. On and after the Effective Date, the Agent Trustee shall: (a) wind down the Debtors’ businesses and affairs as expeditiously as reasonably possible, (b) make distributions on account of Agent Trust Interests as provided hereunder, (c) enforce and prosecute claims, interests, rights, and privileges under the Causes of Action on the Schedule of Retained Causes of Action in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (d) file appropriate tax returns, and (e) administer the Plan in an efficacious manner. The Agent Trustee shall liquidate all Agent Trust Assets as expeditiously as reasonably possible and make Cash distributions to holders of Agent Trust Interests. The Agent Trust shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Agent Trustee to file motions or substitutions of parties or counsel in each such matter. 9. Agent Trustee and Agent Trust Agreement

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The Agent Trustee will, among other things, administer the Agent Trust Assets. The Agent Trust Agreement generally will provide for, among other things: (a) the transfer of the Agent Trust Assets to the Agent Trust; (b) the payment of certain reasonable expenses of the Agent Trust from the Agent Trust Assets; and (c) distributions to Agent Trust Beneficiaries, as provided herein and in the Agent Trust Agreement. On and after the Effective Date, and subject to any consent provisions set forth in the Agent Trust Agreement or the Plan, the Agent Trustee shall be responsible for all decisions and duties with respect to the Agent Trust and the Agent Trust Assets, except as otherwise provided in the Agent Trust Agreement or the Plan. The Agent Trustee shall make distributions to the Agent Trust Beneficiaries. 10. Tax Treatment Provided the Agent Trust is structured as a trust, (a) the Agent Trust is intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 679 of the Internal Revenue Code to the applicable Holders of Claims, consistent with the terms of the Plan; (b) the sole purpose of the Agent Trust shall be the liquidation and distribution of the Agent Trust Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of applicable Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (c) all parties (including, without limitation, the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with such treatment; (d) all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report consistently with the valuation of the Agent Trust Assets transferred to the Agent Trust as determined by the Agent Trustee (or its designee); (e) the Agent Trustee shall be responsible for filing all applicable tax returns for the Agent Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a); and (f) the Agent Trustee shall annually send to each holder of an Agent Trust Interest a separate statement regarding the receipts and expenditures of the Agent Trust as relevant for U.S. federal income tax purposes. In conformity with Revenue Procedure 94-45, all parties (including, without limitation, the Debtors, the Agent Trustee and the Agent Trust Beneficiaries) will be required to treat the transfer of the Agent Trust Assets to the Agent Trust, for all purposes of the Internal Revenue Code, as (a) a transfer of the Agent Trust Assets (subject to any obligations relating to those assets) directly to the Agent Trust Beneficiaries (other than to the extent any Agent Trust Assets are allocable to Disputed Claims), followed by (b) the transfer by such beneficiaries to the Agent Trust of Agent Trust Assets in exchange for Agent Trust Interests. For all U.S. federal income tax purposes, all parties must treat the Agent Trust as a grantor trust of which holders of Claims who become Agent Trust Beneficiaries (as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the Agent Trustee of a private letter ruling if the Agent Trustee so requests one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not contested by the Agent Trustee), the Agent Trustee may timely elect to (a) treat any portion of the Agent Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections), which “disputed ownership fund” will be taxable as a “qualified settlement fund” if such portion of the Agent Trust allocable to Disputed Claims consists of passive assets for tax purposes, and (b) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the Reorganized Debtors, applicable Holders of Allowed Claims receiving Agent Trust Interests, and the Agent Trustee) shall report for United States federal, state, and local income tax purposes consistently with the foregoing. The Agent Trustee may request an expedited determination of taxes of the Agent

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Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the Agent Trust for all taxable periods through the dissolution of the Agent Trust. 11. Non-Transferability of Agent Trust Interests Any and all Agent Trust Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by operation of law. In addition, any and all Agent Trust Interests will not constitute “securities” and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should be determined that any such Agent Trust Interests constitute “securities,” the exemption provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the Agent Trust Interests will be exempt from registration under the Securities Act and all applicable state and local securities laws and regulations. 12. Dissolution of the Agent Trust The Agent Trustee and Agent Trust shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made by the Agent Trustee under the Plan have been made. 13. Indemnification and Limitation of Liability The Agent Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer and successors (each solely in its capacity as such, an “Agent Trustee Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the Agent Trust and solely from the Agent Trust Assets, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) actually incurred other than with respect to gross negligence, willful misconduct, or fraud on the part of the applicable Agent Trustee Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Agent Trustee Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Agent Trust Agreement, as applicable if the applicable Agent Trustee Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Agent Trust or its beneficiaries. The amounts necessary for the indemnification provided in this section (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this section) shall be paid out of the Agent Trust Assets. The Agent Trustee shall not be personally liable for the payment of any Agent Trust expense or claim or other liability of the Agent Trust, and no person shall look to the Agent Trustee personally for the payment of any such expense or liability. The indemnification provided in this section shall survive the death, dissolution, incapacity, resignation or removal of the Agent Trustee, Agent Trustee Indemnified Party or the termination of the Agent Trust, and shall inure to the benefit of each Agent Trustee Indemnified Party’s heirs and assigns. E. Settlement and Compromise.

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The Plan shall be deemed a motion to approve the good-faith compromise and settlement set forth in the Plan pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including (a) to the extent not previously released, any challenge to the amount, validity, perfection, enforceability, priority, or extent of the DIP Facility Claims or the Prepetition Lenders’ Claims and (b) to the extent not previously released, any claim to avoid, subordinate, or disallow any DIP Facility Claims or Prepetition Lenders’ Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise. The Plan shall be deemed to be a motion to approve the good-faith compromise and settlement of all such Claims and Interests and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise, settlement, and releases set forth in the Plan, as well as a finding by the Bankruptcy Court that such settlement and compromise, and the releases and indemnities provided to effectuate such settlement and compromise, are fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and the Holders of Claims and Interests. The compromises, settlements, and releases described herein shall be deemed non-severable from each other and from all other terms of the Plan. In order to implement the good-faith compromise and settlement set forth herein, the Plan groups the Debtors together solely for the purpose of describing treatment of Claims and Interests under the Plan and confirmation of the Plan. The Plan applies to all of the Debtors. To the extent there are no Allowed Claims or Interests with respect to a particular Debtor, such Class is deemed to be omitted with respect to such Debtor. Except as otherwise provided herein, to the extent a Holder has a Claim that may be asserted against more than one Debtor, the vote of such Holder in connection with such Claims shall be counted as a vote of such Claim against each Debtor against which such Holder has a Claim. The grouping of the Debtors in this manner shall not affect any Debtor’s status as a separate legal Entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger of consolidation of any legal Entities, or cause the transfer of any Assets, and, except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal Entities. F. Settlement of Claims After the Effective Date. In accordance with the provisions of the Plan and except as otherwise set forth in the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date: (a) in the event of an Equitization Restructuring, (i) the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) in the event of an Asset Sale Restructuring, (i) the Agent Trustee may compromise and settle Claims against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities (in each case other than with respect to GUC Claims, Convenience Class Claims, and the Panterra Claims), and (ii) the GUC Trustee may compromise and settle GUC Claims, Convenience Class Claims, and the Panterra Claims.

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G. Cancellation of Certain Existing Securities. Except as otherwise provided in the Plan, and other than with respect to the DIP Facility Claims, the Prepetition Lenders’ Claims, the DIP Facility Documents, and the Prepetition Loan Documents, on and after the Effective Date, all notes, instruments, certificates, agreements, indentures, mortgages, security documents, and other documents evidencing any Claims against any of the Debtors, and any Interests in SMG Holdings shall be deemed canceled, surrendered, and discharged without any need for further action or approval of the Bankruptcy Court or any Holder or other person and the obligations of the Debtors or Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, and the counterparties to any such documents or agreements shall be released from all duties thereunder; provided that notwithstanding Confirmation or Consummation, any such document or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions under the Plan; (b) allowing creditors to enforce their rights, Claims, and interests vis-à-vis any parties other than the Debtors; and (c) preserving any rights of any creditors to enforce any obligations owed to each of them under the Plan, and to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, including, but not limited, to enforce the respective obligations owed to such parties under the Plan. H. Section 1146 Exemption. Pursuant to, and to the fullest extent permitted by, section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in connection with, the Plan, including: (a) the Restructuring Transactions; (b) the GUC Trust Agreement and, if applicable, the Agent Trust Agreement; (c) the transfer of property pursuant to an Asset Sale Restructuring, if applicable, (d) the issuance, reinstatement, distribution, transfer, or exchange of any debt, security, or other interest in the Debtors or the Reorganized Debtors, including the issuance of the New Units (including with regard to the Management Incentive Plan) pursuant to an Equitization Restructuring, if applicable, (e) the transfer, if any, of the Debtors’ assets to the Reorganized Debtors; (f) the making, assignment, recording, or surrender of any lease or sublease; (g) the grant of collateral as security for any or all of the Exit Facility, (h) the creation, modification, consolidation, termination, refinancing, delivery, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such other means, and (i) the making, delivery, or recording of any other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets or transaction arising out of, contemplated under, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers or property without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. I. Corporate Existence.

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Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan, the Plan Supplement, or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan or Plan Supplement and require no further action or approval (other than any requisite filings required under applicable state or federal law). J. Restructuring Expenses. The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date, shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. All Restructuring Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses. On the Effective Date or as soon as reasonably practicable thereafter, final invoices for all Restructuring Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors (as applicable) shall continue to pay pre- and post-Effective Date, when due and payable in the ordinary course, Restructuring Expenses related to implementation, consummation, and defense of the Plan, whether incurred before, on, or after the Effective Date. K. Document Retention. On and after the Effective Date, and in the event of an Asset Sale Restructuring after prior consultation with the GUC Trustee, the Reorganized Debtors may maintain or dispose of documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. L. Closing of Chapter 11 Cases. If an Equitization Restructuring occurs, upon the occurrence of the Effective Date, the Reorganized Debtors shall be permitted to close all but one of their Chapter 11 Cases. The Reorganized Debtors may designate one Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules.

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If an Asset Sale Restructuring occurs, upon the occurrence of the Effective Date, the Agent Trustee shall be permitted to close all but one of the Chapter 11 Cases of Debtors subject to treatment under the Plan. The Agent Trustee may designate one such Chapter 11 Case to remain open, and all contested matters and adversary proceedings relating to each of the Debtors subject to the treatment under the Plan, including objections to Claims, shall be administered and heard in such Chapter 11 Case; provided that for purposes of sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases of the Debtors subject to the treatment under the Plan shall be deemed to remain open until such Chapter 11 Case has been closed. When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been distributed in accordance with the Plan, the GUC Trustee, with the consent of the Agent Trustee, shall seek authority from the Bankruptcy Court to close any Chapter 11 Case that remains open as of such time in accordance with the Bankruptcy Code and the Bankruptcy Rules. ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, (a) all Executory Contracts and Unexpired Leases of the Debtors listed on the Assumed Executory Contract and Unexpired Lease List and (b) all other Unexpired Leases of the Debtors, are deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (a) previously were assumed, assumed and assigned, or rejected by the Debtors; (b) are identified on the Rejected Executory Contract and Unexpired Lease List; or (c) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute a court order approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases, as applicable, as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, or the Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, and which has not been assigned to a third party before the Effective Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms (including as may be amended or modified prior to the Effective Date by agreement with the applicable counterparty and acceptable to the Agent), except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption or rejection under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right, subject to the consent of the Agent, to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List and the Assumed Executory Contract and Unexpired Lease List at any time through and including the Confirmation Date. The Reorganized Debtors may assume any Executory Contract that is not listed on the Assumed Executory Contract and Unexpired Lease List at any time up to and including the Confirmation Date, and any such Executory Contract that is not assumed by such time shall be deemed rejected. B. Claims Based on Rejection of Executory Contracts or Unexpired Leases.

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Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed within thirty (30) days after the later of: (a) the Effective Date; and (b) the date of such rejection as established by a Final Order or pursuant to the Plan if later than the Effective Date. 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 Debtors, Reorganized Debtors, the Estates, the GUC Trust, the Agent Trust (if applicable), or their property without the need for any objection by the Debtors or the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as GUC Claims and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. Any Cure Claims under each Assumed Executory Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such other terms as the Debtors or Reorganized Debtors (as applicable) (with the consent of the Agent) and the other parties to such Executory Contracts or Unexpired Leases, and if applicable, the Purchaser, may otherwise agree. If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. In the event of a dispute regarding (a) the amount of any Cure Claim, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (c) any other matter pertaining to assumption, payment of the Cure Claims required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. Any objection by a counterparty of an Executory Contract or Unexpired Lease to a proposed assumption (including, for purposes of the Plan, assumption and assignment) of an Executory Contract or Unexpired Lease or the related Cure Claims (including as set forth on the Assumed Executory Contract or Unexpired Lease List) must be Filed, served, and actually received by the Debtors in accordance with the Disclosure Statement Order or other applicable Final Order of the Bankruptcy Court. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure Claim will be deemed to have consented to such assumption and the proposed Cure Claim. For the avoidance of doubt, to the extent an Executory Contract or Unexpired Lease proposed to be assumed is not listed as having a related Cure Claim, any counterparty to such Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption will be deemed to have consented to such assumption and deemed to release any Claim or Cause of Action for any monetary defaults, including any Cure Claim, under such Executory Contract or Unexpired Lease.

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For the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may, with the consent of the Agent, add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contracts and Unexpired Lease List prior to the Effective Date for any reason, including if the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable cure notice, Assumed Executory Contract and Unexpired Lease List, or the Plan, in which case such Executory Contract or Unexpired Lease shall be deemed rejected as the Effective Date; provided, however, that for the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may not add any Executory Contract or Unexpired Lease initially proposed to be assumed to the Rejected Executory Contract and Unexpired Lease List after the Effective Date. Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and full satisfaction of any applicable Cure Claim shall result in the full release and satisfaction of any Claims, Cure 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 effective date of assumption. Any Proofs of Claim Filed with respect to an Assumed Executory Contract or Unexpired Lease shall be deemed Disallowed and expunged as of the Effective Date, without further notice to or action, order, or approval of the Bankruptcy Court. D. Effect of Rejection of Executory Contracts and Unexpired Leases. Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases. E. Insurance Policies. Each of the Debtors’ Insurance Policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, and in the event of an Equitization Restructuring, on the Effective Date, (a) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims and (b) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors. F. Modifications, Amendments, Supplements, Restatements, or Other Agreements. Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements have been previously rejected or repudiated or are rejected or repudiated under the Plan. Unless otherwise provided herein or in the applicable Executory Contract or Unexpired Lease (as may have been amended, modified, supplemented, or restated), modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition

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nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith. G. Reservation of Rights. Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Assumed Executory Contract and Unexpired Lease List or the Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Debtors or the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease. Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease. Nothing in this Plan will increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, under any executory or non-executory contract or unexpired or expired lease (absent express consent by the Debtors or Reorganized Debtors (as applicable) in writing, subject to the consent of the Agent). H. Nonoccurrence of Effective Date. In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases with respect to such Debtor pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired. I. Contracts and Leases Entered Into After the Petition Date. Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor or the applicable Reorganized Debtor that is party thereto in the ordinary course of their business. Accordingly, any such contracts and leases (including any Assumed Executory Contracts or Unexpired Leases) that have not been rejected as of the date of the Confirmation Date shall survive and remain unaffected by entry of the Confirmation Order. J. Non-Reorganized Debtors. Notwithstanding anything to the contrary herein, this Article V shall not apply to Claims against Debtors that are identified on the Schedule of Abandoned Debtors, the Schedule of Converted Cases, or the Schedule of Non-Applicable Debtors. ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS A. Timing and Calculation of Amounts to Be Distributed.

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Unless otherwise provided in the Plan, on the Distribution Date (or if a Claim is not an Allowed Claim on the Distribution Date, on the date that such Claim or Interest becomes an Allowed Claim), each Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for such Allowed Claim in accordance with its priority and Allowed amount. No Holder of a Claim shall recover as a distribution under the Plan more than 100 percent of the Allowed amount of such Claim. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. To the extent any distributions made in accordance with the Plan are subject to disgorgement to the Reorganized Debtors or the GUC Trustee, as applicable, the Reorganized Debtors or the GUC Trustee, as applicable, shall effectuate the distribution of such disgorged distribution to the Holders of Allowed Claims entitled to such distributions in accordance with the Plan as soon as reasonably practicable. For the avoidance of doubt, to the extent disgorgement of a distribution made to a Holder of a Claim pursuant to the Plan is required, such Holder shall be required to disgorge any distribution but shall not be required to remit interest on such distribution. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. 1. Record Date for Distribution. On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on such Distribution Record Date. 2. Delivery of Distributions. Except as otherwise provided herein, the Reorganized Debtors or the GUC Trustee, as applicable, shall be authorized to make distributions to Holders of Allowed Claims and Allowed Interests as of the Distribution Record Date. The manner of such distributions shall be determined at the discretion of the Reorganized Debtors and/or the GUC Trustee, as applicable, and the address for each Holder of an Allowed Claim or Allowed Interest shall be (a) the address set forth in the most recent Proof of Claim or Interest Filed by that Holder or (b) the address for such Holder as indicated on the Debtors’ records as of the date of any such distribution. 3. Minimum Distribution. No Cash payment of less than $50 shall be made to a Holder of an Allowed Claim on account of such Allowed Claim. 4. Undeliverable Distributions and Unclaimed Property. In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Reorganized Debtors or the GUC Trustee, as

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applicable, have determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of ninety days from the date such distribution is returned as undeliverable. After such date, all unclaimed property or interests in property shall revert to the applicable Reorganized Debtor(s) or the GUC Trust, as applicable, automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and any claim of any Holder to such property shall be fully discharged, released, and forever barred. For the avoidance of doubt, neither the Reorganized Debtor nor the GUC Trustee, as applicable, and their respective agents and attorneys are under any duty to take any action to attempt to locate any Claim Holder. C. Special Rules for Distributions to Holders of Disputed Claims. Except as otherwise provided in the Plan, agreed to by the Reorganized Debtors or the GUC Trustee, as applicable, or set forth in an order of the Bankruptcy Court: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; provided that if a portion of a Claim is not Disputed, the Reorganized Debtors or the GUC Trustee, as applicable, may make a partial distribution based on such portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order or the Claims have been Allowed or Disallowed. Any distributions arising from property distributed to Holders of Allowed Claims, as applicable, in a Class and paid to such Holders under the Plan shall also be paid, in the applicable amounts, to any Holder of a Disputed Claim, as applicable, in such Class that becomes an Allowed Claim after the date or dates that such dividends or other distributions were earlier paid to Holders of Allowed Claims in such Class. D. Manner of Payment. Unless otherwise set forth herein, in the event an Equitization Restructuring occurs, all distributions of New Units under the Plan shall be made by the Debtors or the Reorganized Debtors. At the option of the Reorganized Debtors or the GUC Trustee, as applicable, any Cash payment to be made under the Plan may be made by check, ACH, or wire transfer or as otherwise required or provided in applicable agreements. If an Equitization Restructuring or an Asset Sale Restructuring to an Agent Purchaser occurs, the Debtors shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. If an Asset Sale Restructuring to a Third Party Purchaser occurs, such Third Party Purchaser shall pay the Cure Claims associated with each Assumed Executory Contract or Unexpired Lease. E. Exemption from Securities Act Registration Requirements. The offering, issuance, and distribution of the New Units shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Units will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States

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Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. F. Compliance with Tax Requirements. In connection with the Plan, the Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit with respect to distributions pursuant to the Plan. Notwithstanding any provision herein to the contrary, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, shall be authorized to take all actions necessary to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, and establishing any other mechanisms they believe are reasonable and appropriate to comply with such requirements. The Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances. The Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable may require a Holder of an Allowed Claim to complete and return an Internal Service Form W-8 or W-9, as applicable, and any other tax documentation. The GUC Trustee shall not be required to make distributions on any Allowed Claim if the holder thereof has not provided all tax documentation that in the GUC Trustee’s reasonable business judgment, is necessary to determine that all tax withholding and reporting requirements for such Allowed Claim. Other than with respect to the DIP Agent, the DIP Lenders, the Prepetition Agent, and the Prepetition Lenders, to the extent such documentation is not provided within forty-five (45) days of written request, the distribution on such Allowed Claim shall be deemed disallowed and expunged in their entirety and the funds shall become GUC Trust Assets or property of the Reorganized Debtors, as applicable, and redistributed to the other holders of Allowed Claims in accordance with the terms of this Plan. G. No Postpetition or Default Interest on Claims. Notwithstanding any documents that govern the Debtors’ prepetition funded indebtedness or Proofs of Claim to the contrary, and other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, (a) postpetition and/or default interest shall not accrue or be paid on any Claims and (b) no Holder of a Claim shall be entitled to: (i) interest accruing on or after the Petition Date on any such Claim; or (ii) interest at the contract default rate; provided that, except as otherwise set forth herein, the amount of any Secured Claim for purposes of this Plan shall be determined in accordance with the Bankruptcy Code, including without limitation sections 502(b)(6), 503(b), and 506. For the avoidance of doubt, other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, no interest shall accrue or be paid as a result of a delay, if any, between the Confirmation Date and the date a Holder of an Allowed Claim receives a distribution pursuant to the Plan. Additionally, and without limiting the foregoing, but other than with respect to the DIP Facility Claims, the DIP Facility Loan Documents, the DIP Agent, the DIP Lenders, the Prepetition Lenders’ Claims, the Prepetition Loan Documents, the Prepetition Agent, and the Prepetition Lenders, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

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H. Setoffs and Recoupment. The Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may, but shall not be required to, set off against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims of any nature whatsoever that the Debtors may have against the Holder of such Claim unless waived pursuant to the terms of this Plan, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors, the Reorganized Debtors, or the GUC Trustee, applicable, of any such right it may have against the Holder of such Claim or such Holder’s successors or designees. I. No Double Payment of Claims. To the extent that a Claim is Allowed against more than one Debtor’s Estate, there shall be only a single recovery on account of that Allowed Claim, but the Holder of an Allowed Claim (other than GUC Claims) against more than one Debtor may recover distributions from all co-obligor Debtors’ Estates until the Holder has received payment in full on the Allowed Claims. No Holder of an Allowed Claim shall be entitled to receive as a distribution under the Plan more than payment in full of its Allowed Claim, and each Claim shall be administered and treated in the manner provided by the Plan only until payment in full on that Allowed Claim. J. Claims Paid or Payable by Third Parties. 1. Claims Paid by Third Parties. Any Claim will be deemed reduced and/or Disallowed, as applicable, without a Claim objection having to be Filed by the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim (a) receives payment in part or in full (as applicable) on account of such Claim from a person or entity that is not a Debtor or Reorganized Debtor and (b) receives a written notice of such proposed reduction or disallowance from the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, in accordance with the provisions of this paragraph, and does not object in writing to the proposed reduction or disallowance set forth in such notice within twenty (21) days from service of such notice. To the extent a Holder of a Claim receives, on account of such Claim, both a distribution under the Plan and a payment from a person or entity that is not a Debtor or Reorganized Debtor on account of such Claim, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may serve a notice of such duplicative payment and such Holder must, within 21 days of receipt thereof, either (a) repay or return the distribution received under the Plan to the Reorganized Debtors or GUC Trust, as applicable, but only to the extent that the Holder of such Claim received payment on account of such Claim in an amount greater than the total amount that the holder of such Claim was owed on account of such Claim (for purposes of this provision, the total amount owed on account of such Claim shall be without regard to any limitations in the Bankruptcy Code and/or statutory cap, such as, for example, the cap provided for under section 502(b)(6) of the Bankruptcy Code), or (b) file and serve on the Reorganized Debtors or the GUC Trustee, as applicable an objection setting forth the basis upon which the Holder of such Claim should not be required to return the amounts set forth in the notice received by such Holder. The failure of such Holder of a Claim to either timely object or to timely repay or return such distribution received under the Plan shall result in the Holder owing the applicable Reorganized Debtor or GUC Trust annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 21-day period specified above until the amount is repaid (or in the case of an objection to such notice, after 21-days from the date that the objection is resolved by agreement or final order). Notwithstanding anything herein to the contrary, this Section VI.I shall not limit, reduce, alter or

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otherwise modify in any way any obligations of any non-Debtor guarantor, including, without limitation, with respect to any guarantees or payment assurances arising under or relating to Executory Contracts and Unexpired Leases, whether or not rejected prior to the Confirmation Date. 2. Claims Payable by Third Parties. Except as otherwise provided for in the Plan, no distributions under the Plan shall be made on account of a Claim that is payable pursuant to one of the Debtors’ Insurance Policies until the Holder of such a Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or more of the Debtors’ Insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction or otherwise settled), then immediately upon such Insurers’ agreement, the applicable portion of such Claim may be Disallowed without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. 3. Applicability of Insurance Policies. Except as otherwise provided in the Plan, any distributions of insurance proceeds to Holders of Allowed Claims covered by Insurance Policies shall be in accordance with the provisions of any applicable Insurance Policy. Except as otherwise provided in the Plan, the Plan shall not otherwise constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including Insurers under any Insurance Policies, nor shall anything contained herein (a) constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage defenses, held by such Insurers, or (b) establish, determine, or otherwise imply any liability or obligation, including any coverage obligation, of any Insurer. K. Allocation of Distributions Between Principal and Interest. Other than with respect to the DIP Facility Claims and the Prepetition Lenders’ Claims, for distributions in respect of Allowed Claims, to the extent that any such Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated to the principal amount (as determined for U.S. federal income tax purposes) of the Claim first, and then to accrued but unpaid interest. ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS A. Allowance of Claims. Except as otherwise set forth in the Plan, after the Effective Date, the Reorganized Debtors, and/or the GUC Trust, as applicable, shall have and retain any and all rights and defenses the applicable Debtor had with respect to any Claim immediately before the Effective Date. Except as specifically provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed in accordance with the Plan. B. Claims Administration Responsibilities. After the Effective Date, (a) if an Equitization Restructuring occurs, the Reorganized Debtors, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or litigate to

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judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims; and (b) if an Asset Sale Restructuring occurs, the Agent Trust, subject to the consent of the Agent, shall have the sole authority to File, withdraw, or litigate to judgment, objections to all Claims other than GUC Claims, Convenience Class Claims, and the Panterra Claims, and the GUC Trustee shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC Claims, Convenience Class Claims, and the Panterra Claims. The applicable Reorganized Debtor(s), and the GUC Trustee, shall have the authority to settle or compromise any applicable Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and the applicable Reorganized Debtor(s) and/or the GUC Trustee shall have the authority to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. C. Adjustment to Claims Without Objection. Any Claim or Interest that has been paid, or satisfied, or any Claim or Interest that has been amended, or superseded, cancelled, or otherwise expunged (including pursuant to the Plan) may be adjusted or expunged on the Claims Register at the direction of the Reorganized Debtors or the GUC Trustee, as applicable, without the Reorganized Debtors or the GUC Trustee having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest and without any further notice to or action, order, or approval of the Bankruptcy Court. Additionally, any Claim or Interest that is duplicative or redundant with another Claim or Interest against the same Debtor may be adjusted or expunged on the Claims Register at the direction of the Reorganized Debtors or the GUC Trustee, as applicable, without the Reorganized Debtors or the GUC Trustee, as applicable, having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. D. Time to File Objections to Claims or Interests. Any objections or challenges to Claims or Interests shall be Filed on or before the applicable Claims Objection Deadline. E. Estimation of Claims. Before or after the Effective Date, the Debtors, the Reorganized Debtors, or the GUC Trustee, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C. § 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim that has been Disallowed or expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor or GUC Trustee may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim.

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F. Disputed and Contingent Claims Reserve. On or after the Effective Date, the Debtors, the Reorganized Debtors, and the GUC Trustee, as applicable, may establish one or more reserves for Claims that are contingent or have not yet been Allowed, in an amount or amounts as reasonably determined by the applicable Debtors, Reorganized Debtors, or, the GUC Trustee, as applicable, consistent with the Proof of Claim Filed by the applicable Holder of such Disputed Claim. Any assets held in any such reserve shall be subject to the tax rules that apply to a “disputed ownership fund” under Treasury Regulation section 1.468B-9 (which will be taxable as a “qualified settlement fund” if all of the assets of such reserve consist of passive assets for tax purposes). As such, such assets will be subject to entity-level taxation, and the Debtors and Reorganized Debtors shall be required to comply with the relevant rules. G. Disallowance of Claims. Any Claims held by Entities from which the Bankruptcy Court has determined that property is recoverable under section 542, 543, 547, 548, 549, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer that the Bankruptcy Court has determined is avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and the full amount of such obligation to the Debtors has been paid or turned over in full. Except as provided herein or otherwise agreed to by the Reorganized Debtors or the GUC Trust, as applicable, in their sole discretion, any and all Proofs of Claim Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a Final Order. G. Amendments to Proofs of Claim. On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors or the GUC Trust, as applicable, and any such new or amended Proof of Claim or Interest Filed that is not so authorized before it is Filed shall be deemed Disallowed in full without any further action. H. Reimbursement or Contribution. If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever Disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless before the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered before the Confirmation Date determining such Claim as no longer contingent. I. No Distributions Pending Allowance.

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Except as otherwise set forth herein, if an objection to a Claim or portion thereof is Filed as set forth in Article VII.C of the Plan, no payment or distribution provided under the Plan shall be made on account of such Disputed Claim or portion thereof unless and until such Disputed Claim becomes an Allowed Claim. K. Distributions After Allowance. To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as reasonably practicable after the date a Disputed Claim becomes Allowed, the Reorganized Debtors shall provide to the Holder of such Claim the distribution (if any) to which such Holder is entitled under the Plan, as of the Effective Date, without any interest, dividends, or accruals to be paid on account of such Claim unless required under such order or judgment of the Bankruptcy Court. ARTICLE VIII. RELEASE, INJUNCTION, EXCULPATION, AND RELATED PROVISIONS A. Discharge of Claims and Termination of Interests. Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, the Confirmation Order, or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors, if applicable), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors before the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the Holder of such a Claim or Interest has accepted the Plan. The entry of the Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Effective Date. B. Release of Liens. Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date, and except with regard to Secured Claims that the Debtors, with the Agent’s consent, elect to Reinstate in accordance with Article III.B of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and

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their successors and assigns (including Reorganized SMG if applicable), in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or the Reorganized Debtors, as applicable. The Reorganized Debtors are authorized to execute any document or make any filing necessary to further document the release of any lien, security interest or similar encumbrance. C. Releases by the Debtors. Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates, from any and all claims and Causes of Action whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates 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 Interest, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), the Reorganized Debtors (including the formation thereof, if applicable), the Debtors’ prepetition activities (including any intercompany transactions), the DIP Order (and any payments or transfers in connection therewith), the New Organizational Documents, the Exit Facility, any preference or avoidance claims pursuant to sections 544, 547, 548, or 549 of the Bankruptcy Code, the settlements and/or treatment of Claims and Interests contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the releases described herein are: (1) in exchange for the good and valuable consideration provided by or on behalf of the Released Parties; (2) a good faith settlement and compromise of the Claims and Interests released herein; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any claim or Cause of Action released pursuant to the releases described herein or asserting (directly or indirectly) or trading any claim or Cause of Action released pursuant to the releases described herein against any Released Party at any time.

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Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Article VIII.C: (i) do not 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; (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan; and (iii) do not release any Panterra Claims. D. Releases by Holders of Claims and Interests. As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party is deemed to have released and discharged each Released Party from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party.

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Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. E. Mutual Releases by Agent Released Parties and Schultz Parties. Notwithstanding anything to the contrary herein, it shall be a condition to the effectiveness of this Article VIII.E that each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent), and this Article VIII.E shall have no force or effect unless such condition is satisfied or waived by the Agent prior to the Effective Date. Subject to the satisfaction or waiver of the conditions set forth above, as of the Effective Date, except to enforce distributions under the Plan, (a) each Agent Released Party is deemed to have released and discharged each Schultz Party, and (b) each Schultz Party is deemed to have released and discharged each Agent Released Party, from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Agent Released Party or Schultz Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any

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other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Agent Released Parties and the Schultz Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Agent Released Parties or the Schultz Parties asserting any claim or Cause of Action released pursuant to the releases described herein. F. Exculpation. Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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

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Plan Supplement) executed to implement the Plan (including the Exit Facility Loan Documents). G. Injunction. Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold Claims, Interests, Liens or Causes of Action that have been released pursuant to Article VIII.B, Article VIII.C, Article VIII.D, or Article VIII.E of the Plan (if applicable), or are discharged pursuant to Article VIII.A of the Plan, or are subject to exculpation pursuant to Article VIII.F of the Plan, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the GUC Trust, the Agent Trust (if applicable), the GUC Trust Assets, the Agent Trust Assets (if applicable), the GUC Trustee, the Agent Trustee (if applicable), or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (3) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; (5) asserting any claim relating to or arising from the Asset Sale Restructuring; and (6) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Liens or Causes of Action released or settled pursuant to the Plan. H. Protections Against Discriminatory Treatment. Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew or grant (or authorize the transfer of) a license, permit, charter, franchise, Liquor License, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases. No Entity, including Governmental Units, shall deny, suspend, condition, or refuse to permit a Reorganized Debtor from operating notwithstanding that a Claim has not been paid. H. Recoupment. In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless

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such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Proof of Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment. J. Binding Effect. On the Effective Date, except as otherwise provided herein to the contrary, and effective as of the Effective Date, the Plan will bind, and will be deemed binding upon, all Holders of Claims against and Interests in the Debtors, and such Holder’s respective successors and assigns, to the maximum extent permissible by law, notwithstanding whether or not such Holder (1) will receive any property or interest in property under the Plan, or (2) has filed a Proof of Claim or Interest in the Chapter 11 Cases, or (3) failed to vote to accept or reject the Plan or affirmatively voted to reject the Plan.] ARTICLE IX. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE A. Conditions Precedent to the Effective Date It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of the Plan; provided, however, that a Debtor’s Plan may, at the Agent’s direction, become effective prior to another Debtor’s Plan upon satisfaction or waiver of the following conditions with respect to such Plan: 1. the Confirmation Order shall have become a Final Order; 2. the Plan and the applicable documents included in the Plan Supplement, including any exhibits, schedules, documents, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but before the Effective Date, shall have been filed and be in form and substance acceptable to the Agent; 3. each Debtor identified by the Agent as being required to hold a valid Liquor License upon effectiveness of the Plan shall have obtained a valid Liquor License; 4. the New Organizational Documents with respect to the Reorganized Debtors shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any post-closing execution and delivery requirements provided for therein, and shall be in form and substance acceptable to the Agent; 5. if applicable, the Purchaser shall have deposited the Purchase Price into the Sale Proceeds Account; 6. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and the Restructuring Transactions, and shall have executed and delivered all documents related thereto; 7. the GUC Trust Agreement shall have been fully executed, and the GUC Trust Assets shall have been transferred to the GUC Trust; 8. the Agent Trust Agreement shall have been fully executed (if applicable), and the Agent Trust Assets shall have been transferred to the Agent Trust;

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9. all Restructuring Expenses shall have been indefeasibly paid in Cash in full; and 10. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court. B. Waiver of Conditions. The conditions to Confirmation and Consummation set forth in this Article IX may be waived by the Agent or the Debtors and/or Reorganized Debtors with the prior written consent of the Agent, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan. C. Substantial Consummation. “Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), with respect to any of the Debtors, shall be deemed to occur on the Effective Date with respect to such Debtor. D. Effect of Failure of Conditions. If the Effective Date does not occur with respect to any of the Debtors, the Plan shall be null and void in all respects with respect to such Debtor, and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims by or Claims against or Interests in such Debtors; (2) prejudice in any manner the rights of such Debtors, any Holders of a Claim or Interest, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by such Debtors, any Holders, or any other Entity in any respect. ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN A. Modification and Amendments. Subject to the limitations contained in the Plan, and on prior notice to and with the consent of the Agent, the Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights, subject to the consent of the Agent, to alter, amend, or modify materially the Plan, one or more times, after Confirmation, and, to the extent necessary, subject to the consent of the Agent, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. B. Effect of Confirmation on Modifications. Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or re-solicitation under Bankruptcy Rule 3019.

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C. Revocation or Withdrawal of Plan. Subject to the consent of the Agent, the Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation and Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of the Debtors or any other Entity, including the Holders of Claims; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity. ARTICLE XI. RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code to the extent provided under applicable law, including jurisdiction to: 1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or Unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or Unsecured status, priority, amount, or Allowance of Claims or Interests; 2. decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan; 3. resolve any matters related to: (a) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to Article V of the Plan, the Rejected Executory Contracts and Unexpired Lease List, or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired; 4. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date; 5. adjudicate, decide, or resolve any and all matters related to the Causes of Action enumerated in the Schedule of Retained Causes of Action; 6. adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;

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7. enter and implement such orders as may be necessary to execute, implement, or consummate the Plan, Confirmation Order, any other order or ruling of the Bankruptcy Court, and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement, including injunctions or other actions as may be necessary to restrain interference by an Entity with Consummation, implementation, or enforcement of the Plan; 8. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code; 9. adjudicate, decide, or resolve any and all matters related to the Restructuring Transactions or the Plan; 10. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters that may arise in connection with the Consummation, interpretation, or enforcement of the Plan, the Disclosure Statement, the Confirmation Order, the Restructuring Transactions, or any Entity’s obligations incurred in connection with the foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions; 11. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, and other provisions contained in Article VIII of the Plan and enter such orders as may be necessary to implement such releases, injunctions, and other provisions; 12. resolve any cases, controversies, suits, disputes, or Causes of Action relating to the distribution or the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim for amounts not timely repaid pursuant to Article VI.J.1 of the Plan; 13. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by or assess damages against any Entity with regard to Consummation or enforcement of the Plan or the Restructuring Transactions; 14. enter and implement such orders as are necessary if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated; 15. enter an order or decree concluding or closing the Chapter 11 Cases; 16. adjudicate any and all disputes arising from or relating to distributions under the Plan or any of the transactions contemplated therein; 17. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order; 18. determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code; 19. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code, including any request made under section 505 of the Bankruptcy Code for the expedited determination of any unpaid liability of a Debtor for any tax incurred during the administration of the Chapter 11 Cases, including any tax liability arising from or relating to the Restructuring Transactions, for tax periods ending after the Petition Date and through the closing of the Chapter 11 Cases;

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20. hear and determine all disputes involving the existence, nature, or scope of the release provisions set forth in the Plan, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee benefit program, regardless of whether such termination occurred before or after the Effective Date; 21. hear and determine all disputes involving the obligations or terms of the GUC Trust Agreement and the Agent Trust Agreement; 22. except as otherwise limited herein, recover all assets of the Debtors and property of the Estates, wherever located 23. enforce all orders previously entered by the Bankruptcy Court and resolve any issues not enumerated above related to any matters adjudicated in the Chapter 11 Cases; and 24. hear any other matter not inconsistent with the Bankruptcy Code. Notwithstanding the foregoing, the Bankruptcy Court shall retain non-exclusive jurisdiction to adjudicate, decide, or resolve any and all matters related to objections to Claims. As of the Effective Date, notwithstanding anything in this Article XII to the contrary, the Exit Facility shall be governed by the jurisdictional provisions set forth in the Exit Facility Loan Documents and the Bankruptcy Court shall not retain any jurisdiction with respect thereto. ARTICLE XII. MISCELLANEOUS PROVISIONS A. Immediate Binding Effect. Subject to Article I.B of the Plan, and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately effective and enforceable and deemed binding upon, as applicable, the Debtors, the Reorganized Debtors, the Purchaser, any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan. B. Additional Documents. On or before the Effective Date, subject to the consent of the Agent, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or advisable to effectuate and further evidence the terms and conditions of the Plan. The Debtors, the Reorganized Debtors, and all Holders of Claims and Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan. C. Dissolution of the Committee.

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On the Effective Date, the Committee shall dissolve and all members, employees, or agents thereof shall be released and discharged from all rights and duties arising from or related to the Chapter 11 Cases; provided that the Committee shall be deemed to remain in existence solely with respect to, and shall not be heard on any issue except, applications filed by the Professionals pursuant to sections 330 and 331 of the Bankruptcy Code. From and after the Effective Date, neither the Debtors, nor the Reorganized Debtors, nor their respective estates shall be responsible for paying any fees or expenses incurred after the Effective Date by the members of or advisors to the Committee; provided, that notwithstanding the foregoing, the Debtors or Reorganized Debtors, as applicable, shall pay any Allowed fees and expenses incurred by the Committee’s Professionals in preparing and prosecuting their final application for approval of Professional Fee Claims in accordance with the procedures set forth in Article II.A.2 as soon as reasonably practicable after such fees and expenses are Allowed. D. Payment of Statutory Fees. All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code that are due and payable by Debtors who will be Reorganized Debtors as of the Effective Date will be paid by the Debtors on the Effective Date. In the event an Equitization Restructuring occurs, all such fees due and payable after the Effective Date shall be paid by the Reorganized Debtors to the extent a Debtor’s Chapter 11 Case remains open for purposes other than with respect to administering the GUC Trust Assets and shall be paid by the GUC Trust to the extent such Debtor’s Chapter 11 Case remains open for purposes of administering the GUC Trust Assets. The GUC Trustee shall File with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest of the date on which the Chapter 11 Cases are converted, dismissed, or closed. In the event an Asset Sale Restructuring occurs, all such fees due and payable after the Effective Date shall be paid by the Agent Trustee to the extent a Debtor’s Chapter 11 Case remains open for purposes relating to administering the Agent Trust Assets and shall be paid by the GUC Trust to the extent such a Debtor’s Chapter 11 Case remains open for purposes relating to administering the GUC Trust Assets. The GUC Trustee and/or Agent Trustee, as applicable, shall File with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest of the date on which the applicable Chapter 11 Cases are converted, dismissed, or closed. E. Reservation of Rights. Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court enters the Confirmation Order. None of the Filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor, or any other Entity with respect to the Holders of Claims or Interests prior to the Effective Date. F. Successors and Assigns. The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, assign, Affiliate, officer, director, manager, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.

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G. Notices. All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: if to the Debtors, to: Studio Movie Grill Holdings, LLC 13933 N. Central Expy Dallas, Texas 75243 Attention: William Snyder, CRO with copies (which shall not constitute notice) to: Law Offices of Frank J. Wright, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Attention: Frank J. Wright Email: frank@fjwright.law if to the Agent, to: Goldman Sachs Specialty Lending Group, L.P. GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Agent 2001 Ross Avenue, Suite 1800 Dallas, Texas 75201 Attention: Studio Movie Grill Holdings, LLC Account Manager With a copy to (which shall not constitute notice): William L. Wallander, Esq. and Bradley R. Foxman, Esq. Vinson & Elkins LLP, 2001 Ross Ave., Suite 3900 Dallas, TX 75201 After the Effective Date, the Reorganized Debtors shall have the authority to send a notice to Entities that request to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests. H. Term of Injunctions or Stays. Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the

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Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. I. Entire Agreement. Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan. J. Exhibits. All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at www.donlinrecano.com/Clients/smgh. K. Nonseverability of Plan Provisions. If, before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then, subject to the consent of the Agent, be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall, subject to the consent of the Agent, remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as applicable, as it may have been, subject to the consent of the Agent, altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the consent of the Debtors and/or the Reorganized Debtors (subject to the consent of the Agent); and (3) nonseverable and mutually dependent. L. Votes Solicited in Good Faith. Upon entry of the Confirmation Order, the Debtors shall be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors, the DIP Lenders, the DIP Agent, the Prepetition Lenders, the Prepetition Agent, and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, managers, employees, advisors, and attorneys shall be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtors shall have any liability for the violation of any applicable law (including the Securities Act), rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan. [Remainder of page intentionally left blank.]

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Submitted on this 11th day of February 2021. STUDIO MOVIE GRILL HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXV, LLC OHAM HOLDINGS, LLC MOVIE GRILL CONCEPTS XXXVI, LLC MOVIE GRILL CONCEPTS VII, LLC MOVIE GRILL CONCEPTS XXXVII, LLC MOVIE GRILL CONCEPTS IX, LLC MOVIE GRILL CONCEPTS XXXVIII, LLC MOVIE GRILL CONCEPTS X, LLC MOVIE GRILL CONCEPTS XXXIX, LLC MOVIE GRILL CONCEPTS XI, LLC MOVIE GRILL CONCEPTS XL, LLC MOVIE GRILL CONCEPTS XII, LLC MOVIE GRILL CONCEPTS XLI, LLC MOVIE GRILL CONCEPTS XIII, LLC MOVIE GRILL CONCEPTS XLII, LLC MOVIE GRILL CONCEPTS XIV, LLC MOVIE GRILL CONCEPTS XLIII, LLC MOVIE GRILL CONCEPTS XV, LLC MOVIE GRILL CONCEPTS XLIV, LLC MOVIE GRILL CONCEPTS XVI, LLC MOVIE GRILL CONCEPTS XLV, LLC MOVIE GRILL CONCEPTS XVII, LLC MOVIE GRILL CONCEPTS XLVI, LLC MOVIE GRILL CONCEPTS XVIII, LLC MOVIE GRILL CONCEPTS XLVII, LLC MOVIE GRILL CONCEPTS XIX, LLC MOVIE GRILL CONCEPTS XLVIII, LLC MOVIE GRILL CONCEPTS XX, LLC MOVIE GRILL CONCEPTS XLIX, LLC MOVIE GRILL CONCEPTS XXI, LLC MOVIE GRILL CONCEPTS L, LLC MOVIE GRILL CONCEPTS XXII, LLC MOVIE GRILL CONCEPTS LI, LLC MOVIE GRILL CONCEPTS XXIII, LLC MOVIE GRILL CONCEPTS LII, LLC MOVIE GRILL CONCEPTS XXIV, LLC MOVIE GRILL CONCEPTS LIII, LLC MOVIE GRILL CONCEPTS XXV, LLC MOVIE GRILL CONCEPTS LIV, LLC MOVIE GRILL CONCEPTS XXVI, LLC MOVIE GRILL CONCEPTS LV, LLC MOVIE GRILL CONCEPTS XXVII, LLC MOVIE GRILL CONCEPTS TRADEMARK MOVIE GRILL CONCEPTS XXVIII, LLC HOLDINGS, LLC MOVIE GRILL CONCEPTS XXIX, LLC MOVIE GRILL PARTNERS 3, LLC MOVIE GRILL CONCEPTS XXX, LLC MOVIE GRILL PARTNERS 4, LLC MOVIE GRILL CONCEPTS XXXI, LLC MOVIE GRILL PARTNERS 6, LLC MOVIE GRILL CONCEPTS XXXII, LLC MGC MANAGEMENT I, LLC MOVIE GRILL CONCEPTS XXXIII, LLC MOVIE GRILL CONCEPTS XXXIV, LLC By: /s/ William Snyder___________________ By: /s/ William Snyder___________________ Name: William Snyder Name: William Snyder Title: CRO Title: CRO

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MOVIE GRILL CONCEPTS I, LTD. By: MGC MANAGEMENT I, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS III, LTD. By: Movie Grill Partners 3, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS IV, LTD. By: Movie Grill Partners 4, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO MOVIE GRILL CONCEPTS VI, LTD. By: Movie Grill Partners 6, LLC, its general partner By: /s/ William Snyder Name: William Snyder Title: CRO

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STUDIO CLUB, LLC By: /s/ William Snyder Name: William Snyder Title: CRO STUDIO CLUB 4, LLC By: /s/ William Snyder Name: William Snyder Title: CRO LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Ave. | Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION

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The following constitutes the ruling of the court and has the force and effect therein described. igned February 12, 2021 _____________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § § DEBTORS. § Jointly Administered 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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ORDER GRANTING MOTION FOR ENTRY OF ORDER (A) APPROVING DISCLOSURE STATEMENT IN SUPPORT OF DEBTORS’ JOINT PLAN OF REORGANIZATION, (B) SCHEDULING A HEARING TO CONSIDER CONFIRMATION OF THE JOINT PLAN OF REORGANIZATION, (C) ESTABLISHING VOTING AND OBJECTION DEADLINES, AND (D) APPROVING BALLOTING, SOLICITATION, NOTICE, AND VOTING PROCEDURES CAME ON FOR CONSIDERATION the Motion for Entry of an Order (A) Approving Disclosure Statement in Support of the Joint Plan of Reorganization, (B) Scheduling a Hearing to Consider Confirmation of the Joint Plan of Reorganization, (C) Establishing Voting and Objection Deadlines, and (D) Approving Balloting, Solicitation, Notice, and Voting Procedures (the “Motion”) [Docket No. 420] (the “Motion”)2 filed by Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, “SMG” or the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter11 Cases”), and in light of the Debtors’ need for confirmation of the Plan in an expedited manner, the manner in which the interests of all parties are served by an expedited confirmation process, and pursuant to the authority granted by 11 U.S.C. §§ 105(a) and 105(d)(2), the Bankruptcy Court finds just cause exists to issue the following order: IT IS THEREFORE ORDERED, AND NOTICE IS HEREBY GIVEN, THAT: 1. The Motion is GRANTED to the extent provided herein; 2. The Disclosure Statement filed at Docket No. 616 (as the same may be updated, supplemented, amended, or otherwise modified from time to time consistent with this Order) is hereby APPROVED as containing “adequate information” within the meaning of section 1125 of the Bankruptcy Code; 3. To the extent not withdrawn, settled, or otherwise resolved, any objections to the Disclosure Statement are OVERRULED; 2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Motion.

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4. The Debtors are hereby authorized to make, with the consent of the Agent3 and upon prior notice to the Committee, technical, conforming, and other non-material changes to the Disclosure Statement, Plan, Confirmation Hearing Notice, Solicitation Packages, Ballots, Voting Procedures, Plan Supplement, Assumption and Rejection Notices, and related documents prior to transmittal to Holders of Claims and Interests without the necessity of any further order of this Bankruptcy Court; 5. The hearing to consider the confirmation of the Plan (the “Confirmation Hearing”) is fixed and shall be held on March 16, 2021 at 9:30 am., prevailing Central Time, before the Honorable Judge Stacey G.C. Jernigan, United States Bankruptcy Judge, in Courtroom No. 1 of the United States Bankruptcy Court, Earle Cabell Federal Building, 1100 Commerce St., Dallas, TX 75242, on March 16, 2021, at 9:30 a.m. (Prevailing Central Time) (or by video, telephonic, and/or other electronic means), on the confirmation of the Debtors’ Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Docket No. 617] (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”). The Confirmation Hearing may be continued from time to time without further notice other than notice given in open court at such hearing; 6. The Confirmation Hearing Notice is approved in all respects and shall be deemed good and sufficient notice of the Confirmation Hearing and no further notice need be given. 7. The proposed forms of the ballots (collectively, the “Ballots”) attached to this Order as Exhibit “A”, are hereby approved in all respects for notifying Holders of Claims and Interests entitled to vote on the Plan of (a) the Confirmation Hearing, (b) the Confirmation 3 “Agent” means Goldman Sachs Special Lending Group, L.P., in its capacity as administrative agent under that certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment dated as of October 27, 2020, by and among, among others, the Debtors, the DIP Agent, and the lenders party thereto (as may be amended from time to time) (the “DIP Credit Agreement”). Any Agent consent hereunder or in any Plan Document shall require the approval of the Requisite Lenders (as defined in the DIP Credit Agreement).

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Objection Deadline, (c) the Voting Deadline, and (d) the deadline and procedures by which to opt out of the Third Party Release in the Plan, and for use in voting on the Plan and opting out of the Third Party Release; 8. The proposed form of the Notice of (a)Non-Voting Status, (b) Approval of Disclosure Statement, (c) Hearing to Consider Confirmation of Plan, (d) Deadline for Filing Objections to Confirmation of Plan, and (e) Other Relevant Information attached to this Order as Exhibit “B” is hereby approved in all respects for notifying parties not entitled to vote on the Plan of (a) the Confirmation Hearing, (b) the Confirmation Objection Deadline, (c) such party’s status as the Holder of a Claim or Interest that is not entitled to vote on the Plan, and (d) the deadline and procedures by which to opt out of the Third Party Release in the Plan, and for use in opting out of the Third Party Release; 9. The Debtors, through their noticing agent Donlin, Recano & Company, Inc. (“DRC”), will accordingly serve as the party responsible for receiving completed Ballots, determining and tabulating votes on the Plan, and determining whether each particular Class of Claims and/or Interests under the Plan has accepted or rejected the Plan (subject to final determination by this Bankruptcy Court at the Confirmation Hearing); 10. DRC is authorized to assist the Debtors in: (a) distributing the Solicitation Packages; (b) receiving, tabulating, and reporting on Ballots cast to accept or reject the Plan by Holders of Claims against and Interests in the Debtors; and (c) responding to inquiries from Holders of Claims and Interests and other parties in interest relating to the Disclosure Statement, the Plan, and the Solicitation Packages (including the Ballots). 11. DRC 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

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submitted in this manner and the creditor’s electronic signature will be deemed to be immediately legally valid and effective. 12. The deadline for the receipt of completed and duly-executed Ballots by DRC is hereby fixed as March 10, 2021 at 4:00 p.m. (CST) (the “Voting Deadline”). In the absence of (a) entry of an order hereafter extending the Voting Deadline or otherwise permitting the late submission of a particular Ballot, or (b) agreement among the Debtors and a Holder of a Claim or Interest (with the Agent’s consent) extending the Voting Deadline as to such Holder, all properly completed Ballots must be actually received by DRC no later than the Voting Deadline in order for them to be deemed timely submitted, and counted. All completed Ballots shall be sent to DRC at: DONLIN,RECANO &COMPANY,INC. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 or submitted electronically in accordance with the instructions set forth on the Ballots. 13. The deadline for the receipt of completed and duly-executed Opt Out Forms by DRC is hereby fixed as the Voting Deadline. In the absence of (a) entry of an order hereafter extending the Voting Deadline or otherwise permitting the late submission of a particular Opt Out Form, or (b) agreement among the Debtors and a Holder of a Claim or Interest (with the Agent’s consent) extending the Voting Deadline for the submission of an Opt Out Form as to such Holder, all properly completed Opt Out Forms must be actually received by DRC no later than the Voting Deadline in order for them to be deemed timely submitted, and counted. All completed Opt Out Forms shall be sent to DRC at: DONLIN,RECANO &COMPANY,INC. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219

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14. The deadline for filing and serving Objections to confirmation of the Plan is hereby fixed as March 10, 2021 at 4:00 p.m. (CST) (the “Confirmation Objection Deadline”) pursuant to Federal Rule of Bankruptcy Procedure 3020(b)(1) and all comments or objections not timely filed and served by such deadline shall be deemed waived; 15. All objections to confirmation of the Plan must (a) be in writing, (b) conform to all applicable bankruptcy and local rules, (c) set forth the name of the objecting party, the nature and amount of Claims and Interests held or asserted by the objecting party against the Debtors, the legal and factual basis for the objection and the specific grounds thereof, (d) be filed with the Bankruptcy Court, together with proof of service, and served on the following parties so as to be received by the Confirmation Objection Deadline: (i) counsel to the Debtors, Law Offices of Frank J. Wright, 2323 Ross Avenue, Suite 730, Dallas, Texas 75201 (Attn: Frank J. Wright, Esq. and Jeffery M. Veteto, Esq., email: frank@fjwright.law and jeff@fjwright.law); (ii) counsel to the Agent, Vinson & Elkins LLP, 2001 Ross Ave., Suite 3900, Dallas, Texas 75201 (Attn: William L. Wallander, Esq. and Bradley R. Foxman, Esq., email: bwallander@velaw.com and bfoxman@velaw.com); (iii) counsel to the Committee, (a) Pachulski Stang Ziehl & Jones LLP, 780 Third Avenue, 34th Floor, New York, NY 10017 (Attn: Jeffrey Pomerantz, Esq., Robert Feinstein, Esq., and Steven Golden, Esq., email: jpomerantz@pszjlaw.com, rfeinstein@pszjlaw.com, and sgolden@pszjlaw.com) and (b) Norton Rose Fulbright US LLP, 2200 Ross Avenue, Suite 3600, Dallas, TX 75201 (Attn: Ryan Manns, Esq., ryan.manns@nortonrosefulbright.com); (iv) the Office of the United States Trustee; and (v) counsel to Crestline, Jones Day, 250 Vesey Street, New York, New York 10281 (Attn: John E. Mazey, Esq., Michael C. Schneidereit, Esq., and Nicholas J. Morin, Esq., email: jemazey@jonesday.com, mschneidereit@jonesday.com, and nmorin@jonesday.com). 16. The record date for determining the identity of Holders of Claims and Interests entitled to vote on the Plan (the “Voting Record Date”) is February 21, 2021;

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17. By no later than February 18, 2021, the Debtors will cause to be mailed or otherwise delivered (subject to the exceptions set forth below) a copy of the following materials (collectively, the “Solicitation Package”) to each of the record Holders of Claims in Voting Classes, determined as of the date of entry of this Order (the “Order Date”): (i) The Disclosure Statement (with all exhibits, including the Plan); (ii) This Order; (iii) The applicable Ballot; (iv) The Confirmation Hearing Notice; and (v) A pre-addressed return envelope for use in returning the completed Ballot(s) to DRC (the “Return Envelope”); 18. To the extent a creditor whose Claim was not listed in the Debtors’ Schedules of Assets and Liabilities files a proof of Claim subsequent to the Order Date but on or prior to the Voting Record Date, the Debtors will cause to be mailed or otherwise delivered to such Holder (by overnight mail or other expedited means) a Solicitation Package not later than one (1) business day after the Voting Record Date. 19. The contents of the Solicitation Packages comply with Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all parties in interest; 20. The Debtors are not required to serve Solicitation Packages or other solicitation materials to Holders of Class 1 Other Priority Claims, Class 7 Intercompany Claims, Class 8 Subordinated Claims, Class 9 SMG Holdings Interests, or Class 10 Other Debtor Interests (collectively, the “Non-Voting Classes”); 21. By no later than February 18, 2021, the Debtors will cause to be mailed or otherwise delivered to the Holders of Claims and Interests in the Non-Voting Classes the Opt Out Form;

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22. The contents of the Opt Out Form comply with Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all parties in interest; 23. The Debtors’ compliance with the foregoing means of transmitting Solicitation Packages and Opt Out Forms to Holders of Claims and/or Interests in the Chapter 11 Cases constitutes adequate and proper notice of the Confirmation Hearing, the Voting Deadline, the Voting Record Date, and the Confirmation Objection Deadline, consistent with the requirements of Fed. R. Bankr. P. 2002 and 3017; 24. Neither the Debtors, DRC, nor any other entity have a duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any party incur liability for failure to provide such notification; 25. The Debtors, with the consent of the Agent, and/or DRC, as applicable, are authorized to determine all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawals of Ballots, which determination will be final and binding (subject to final determination by this Bankruptcy Court at the Confirmation Hearing); 26. The Debtors, with the consent of the Agent, are further authorized to waive any defects or irregularities or conditions of delivery as to any particular Ballot, either before or after the Voting Deadline, and, provided that any such waivers must be documented in the Voting Report (as defined below); 27. The deadline for the Debtors to file the Plan Supplement is March 5, 2021; provided that the Debtors may amend the Plan Supplement with the consent of the Agent prior to the Effective Date or as otherwise set forth in the Plan; 28. The deadline for the Debtors to file a declaration attesting to the voting on the Plan (the “Voting Report”) is March 12, 2021;

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29. The following procedures (collectively, the “Voting Procedures”) are hereby approved and shall apply to the determination and tabulation of votes on the Plan solely for voting and tabulation purposes: i. With respect to a Claim as to which a proof of Claim has not been filed as of the Voting Record Date, the voting amount of such Claim (subject to any applicable limitations set forth below) shall be equal to the amount listed, if any, in respect of such Claim in the Debtors’ Schedules to the extent such Claim is not listed as contingent, unliquidated, undetermined or disputed. Such Claim shall be placed in the appropriate Class based upon the applicable Debtors’ records and the classification scheme set forth in the Plan. ii. With respect to a proof of Claim which, according to the Clerk of the Bankruptcy 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 has been 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 shall be accorded one vote and assigned a value, for purposes of § 1126(c) of the Bankruptcy Code (subject to any applicable limitations set forth below), equal to the lesser of (x) the amount of such Claim as listed in the Debtors’ Schedules and (y) the amount of the proof of Claim. iv. 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 a value of one dollar ($1.00) for purposes of § 1126(c), subject to any applicable limitations set forth below. v. With respect to a proof of Claim which is the subject of an objection Filed by a Debtor, 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 Bankruptcy Court otherwise orders. vi. A timely filed proof of Claim that is designated as wholly unliquidated or contingent shall be accorded one vote and assigned a value of one dollar

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($1.00) for purposes of § 1126(c) of the Bankruptcy Code, unless the Claim is disputed as set forth in the immediately preceding paragraph. vii. With respect to a Claim that has been estimated or otherwise allowed for voting purposes by order of the Bankruptcy Court, the amount and classification of such Claim shall be that set by the Bankruptcy Court. viii. With respect to a Claim, any portion of which is unliquidated, contingent or disputed, the holder of the Claim shall be entitled to vote that portion of the Claim that is liquidated, non-contingent and undisputed, subject to any limitations set forth herein and unless otherwise ordered by the Bankruptcy Court. ix. 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. x. 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, with the consent of the Agent, consent to the filing and counting of a superseding Ballot, or (ii) the Bankruptcy Court, after notice and a hearing, orders otherwise. xi. The authority of the signatory of each Ballot to complete and execute such Ballot shall be presumed. xii. A holder of a Claim must vote its entire Claim within a particular Class under the Plan either to accept or reject the Plan and may not split its vote. Accordingly, a Ballot (or multiple Ballots with respect to separate Claims within a single Class) that partially rejects and partially accepts the Plan or that indicates both a vote for and against the Plan will not be counted. xiii. Any Ballot which 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. xiv. Any Ballot that is not signed will not be counted. xv. 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. xvi. Any Ballot received by the Debtors after the end of the Voting Period shall not be accepted or used by the Debtors in connection with the Debtors’ request for Confirmation of the Plan unless the Debtors, with the Agent’s consent, consent to the counting of such Ballot or the Bankruptcy Court orders such Ballot to be counted.

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xvii. 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. 30. If any creditor seeks to challenge the allowance of its Claim for voting purposes, such creditor shall file with this Bankruptcy Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for voting purposes in a different amount (a “Rule 3018(a) Motion”); 31. Any Rule 3018(a) Motion must be filed with the Bankruptcy Court and served on the Debtors so as to be actually received not later than 4:00 p.m. (prevailing Central Time) on March 10, 2021; 32. Upon the filing of any such Rule 3018(a) Motion, such creditor’s Ballot shall be counted in accordance with the above-designated guidelines, unless temporarily allowed in a different amount by an order of this Bankruptcy Court entered prior to or concurrent with entry of an order confirming the Plan; 33. If the Debtors have filed an objection to, or a request for estimation of, a Claim on or before March 1, 2021, such Claim shall be temporarily disallowed for voting purposes, except as ordered by the Bankruptcy Court before the Voting Deadline; provided, however, that, if the Debtors’ objection seeks only to reclassify or reduce the Allowed amount of such Claim, then such Claim shall be temporarily Allowed for voting purposes in the reduced amount and/or as reclassified (as applicable), except as may be ordered by this Court prior to or concurrent with entry of an order confirming the Plan; IT IS SO ORDERED. ###END OF ORDER###

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RESPECTFULLY SUBMITTED Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Email: frank@fjwright.law jeff@fjwright.law Jay@fjwright.law COUNSEL FOR STUDIO MOVIE GRILL HOLDINGS, LLC, et al.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered BALLOT FOR CLASS 2 PREPETITION LENDERS’ CLAIMS VOTING TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICING AGENT IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON MARCH 10, 2021 (THE “VOTING DEADLINE”). IF YOUR BALLOT IS NOT RECEIVED ON OR PRIOR TO THE VOTING DEADLINE, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. This Ballot has been provided to you for your use in voting on the Plan. If you are, as of close of business on February 21, 2021 (the “Voting Record Date”), a Holder of a Class 2 Claim (a “Prepetition Lenders’ Claim”) against any of the Debtors, please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan. The Plan is attached as Exhibit A to the Disclosure Statement which accompanies this Ballot and also provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined herein have the meanings given to them in the Plan. Before you 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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transmit your vote, please review the Plan, the Disclosure Statement, the Ballot, and the other materials in the Solicitation Package carefully. You may wish to seek independent legal advice concerning the Plan and the treatment of your Claims under the Plan. In relation to your vote, on February 12, 2021, the Bankruptcy Court approved the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot. If you received the Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them (a) for a fee from the Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”), by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index, or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, please contact the Noticing Agent immediately at the address, telephone number, or email address set forth above. The Court may confirm the Plan and thereby bind all Holders of Claims and Interests. To have your vote count as either an acceptance or rejection of the Plan, you must complete and return this Ballot so that the Voting Agent actually receives it on or before the Voting Deadline. Please note that the Plan contemplates separate classes of creditors and interest Holders for voting and distribution purposes. Depending on the nature of the debt or interest that is held in or against the Debtors, a creditor may have claims and/or interests in multiple classes. The Disclosure Statement sets forth a description of the classes in the Plan. Please also note that the Plan may be modified as described in Article X of the Plan. If the Plan is so modified, the Debtors may not resolicit votes on the Plan and, accordingly, a vote to accept the Plan submitted prior to the Voting Deadline will be considered a vote to accept the Plan as so modified. If you have any questions on how to properly complete this Ballot, please contact the Noticing Agent at 1-866-751-6310 or by email at smghinfo@donlinrecano.com. THE NOTICING AGENT IS NOT AUTHORIZED TO, AND WILL NOT, PROVIDE LEGAL ADVICE. PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. TO ENSURE THAT YOUR VOTE IS COUNTED, YOU MUST SUBMIT YOUR BALLOT SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE VOTING DEADLINE. IF THIS BALLOT IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE VOTING DEADLINE, THEN THE VOTE TRANSMITTED BY THIS BALLOT WILL NOT BE COUNTED, EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. VOTING DEADLINE To have your vote on the Plan count, you must complete, sign and return this Ballot to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Voting Deadline. Voting Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time) Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219

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PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS: 1. DELIVER COMPLETE SIGNED AND DATED BALLOT BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 2. VOTE VIA E-BALLOT PORTAL. You may also submit your Ballot via the online portal (the “Online Portal”) at https://www.donlinrecano.com/Clients/smgh/vote Please make sure to follow the instructions at the Online Portal to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#: ______________________ The Online Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Creditors who cast a Ballot using the E-Ballot Portal should NOT also submit a paper Ballot. If your Ballot is not received by the Noticing Agent on or before the Voting Deadline, and such deadline is not extended, your vote will not be counted except in the Debtors’ discretion with the consent of the Agent. Ballots received by facsimile or other means of electronic submission will not be counted. If the Bankruptcy Court confirms the Plan, the Plan will be binding on you whether or not you vote. You should carefully review the Disclosure Statement, Plan, and other materials in the Solicitation Package before you vote. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your Prepetition Lenders’ Claim. Your Prepetition Lenders’ Claim against the Debtors has been placed in Class 2 under the Plan. Item 1. Amount of Class 2 Prepetition Lenders’ Claim. Pursuant to Article III.B of the Plan, on the Effective Date, the Prepetition Lenders’ Claims shall be Allowed in the aggregate principal amount of $[104,123,984.28], plus accrued and unpaid interest on such principal amount through the Petition Date and any other amounts due and owing pursuant to, arising under or, relating to the Prepetition Loan Documents through and including the Effective Date, less any amount repaid or rolled up pursuant to the DIP Facility and the DIP Orders as of the Effective Date. The undersigned hereby certifies that as of the close of business on February 21, 2021 the undersigned was the record Holder of a Prepetition Lenders’ Claim in Class 2 under the Plan. 󠆶 I am the record Holder of a Prepetition Lenders’ Claim ACCEPTANCE OR REJECTION OF THE PLAN Item 2. Vote on Plan. The undersigned Holder of the Prepetition Lenders’ Claim in Class 2 under the Plan, as described in Item 1 above, votes all such Claims to (check one box): 󠆶 󠆶 ACCEPTS THE PLAN REJECTS THE PLAN

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Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above. If you vote to accept the Plan, you shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan even if you check the box below to opt out of the Third Party Release. Item 3. Releases, exculpation, and injunction. Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or 2 “Releasing Party” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Party” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in 4 “Exculpated Party” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents). The Holder of the Class 2 Prepetition Lenders’ Claim set forth in Item 1 elects to: OPT OUT of the Third Party Release IF YOU VOTE TO REJECT THE PLAN AND YOU DO NOT CHECK THE “OPT-OUT” BOX IN ITEM 3 AND TIMELY SUBMIT YOUR BALLOT, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU ABSTAIN FROM VOTING ON THE PLAN AND/OR YOU DO NOT TIMELY SUBMIT YOUR BALLOT WITH THE “OPT-OUT” BOX IN ITEM 3 CHECKED, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU VOTE TO ACCEPT THE PLAN, SUCH ACCEPTANCE IS ALSO AN ACCEPTANCE OF THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. CLAIMANT CERTIFICATIONS AND SIGNATURE You MUST complete the following section of this Ballot in order for the Ballot to be valid and counted. By signing this Ballot, the undersigned certifies to the Court and the Debtors: (a) that, as of the Voting Record Date, either: (i) the Entity is the Holder of the Prepetition Lenders’ Claims being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Prepetition Lenders’ Claims being voted; (b) that the Entity (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Entity has cast the same vote with respect to all Prepetition Lenders’ Claims in a single Class; and (d) that no other Ballots with respect to the amount of the Prepetition Lenders’ Claims identified in Item 1 have been cast or, if any other beneficial Holder Ballots have been cast with respect to such Prepetition Lenders’ Claims, then any such earlier Ballots are hereby revoked.

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Dated: COMPLETE AND RETURN THIS BALLOT SO THAT IT IS RECEIVED ON OR BEFORE Signature: 4:00 p.m. (CST), on Printed Name: MARCH 10, by, Donlin, Recano & Company, Inc., at the appropriate address indicated in the preceding Title: instructions. (if signing on behalf of the Holder of the claim) Address:__________________________________ _________________________________________ _________________________________________ Telephone No.: Email Address:_____________________________ Tax ID No.:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered BALLOT FOR CLASS 3 SECURED TAX CLAIMS VOTING TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICING AGENT IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON MARCH 10, 2021 (THE “VOTING DEADLINE”). IF YOUR BALLOT IS NOT RECEIVED ON OR PRIOR TO THE VOTING DEADLINE, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. This Ballot has been provided to you for your use in voting on the Plan. If you are, as of close of business on February 21, 2021 (the “Voting Record Date”), a Holder of a Class 3 Claim (a “Secured Tax Claim”) against any of the Debtors, please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan. The Plan is attached as Exhibit A to the Disclosure Statement which accompanies this Ballot and also provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined herein have the meanings given to them in the Plan. Before you transmit 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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your vote, please review the Plan, the Disclosure Statement, the Ballot, and the other materials in the Solicitation Package carefully. You may wish to seek independent legal advice concerning the Plan and the treatment of your Claims under the Plan. In relation to your vote, on February 12, 2021, the Bankruptcy Court approved the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot. If you received the Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them (a) for a fee from the Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”), by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index, or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, please contact the Noticing Agent immediately at the address, telephone number, or email address set forth above. The Court may confirm the Plan and thereby bind all Holders of Claims and Interests. To have your vote count as either an acceptance or rejection of the Plan, you must complete and return this Ballot so that the Voting Agent actually receives it on or before the Voting Deadline. Please note that the Plan contemplates separate classes of creditors and interest Holders for voting and distribution purposes. Depending on the nature of the debt or interest that is held in or against the Debtors, a creditor may have claims and/or interests in multiple classes. The Disclosure Statement sets forth a description of the classes in the Plan. Please also note that the Plan may be modified as described in Article X of the Plan. If the Plan is so modified, the Debtors may not resolicit votes on the Plan and, accordingly, a vote to accept the Plan submitted prior to the Voting Deadline will be considered a vote to accept the Plan as so modified. If you have any questions on how to properly complete this Ballot, please contact the Noticing Agent at 1-866-751-6310 or by email at smghinfo@donlinrecano.com. THE NOTICING AGENT IS NOT AUTHORIZED TO, AND WILL NOT, PROVIDE LEGAL ADVICE. PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. TO ENSURE THAT YOUR VOTE IS COUNTED, YOU MUST SUBMIT YOUR BALLOT SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE VOTING DEADLINE. IF THIS BALLOT IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE VOTING DEADLINE, THEN THE VOTE TRANSMITTED BY THIS BALLOT WILL NOT BE COUNTED, EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. VOTING DEADLINE To have your vote on the Plan count, you must complete, sign and return this Ballot to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Voting Deadline. Voting Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time) Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219

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PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS: 1. DELIVER A COMPLETE, SIGNED AND DATED BALLOT BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 2. VOTE VIA E-BALLOT PORTAL. You may also submit your Ballot via the online portal (the “Online Portal”) at https://www.donlinrecano.com/Clients/smgh/vote Please make sure to follow the instructions at the Online Portal to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#: ______________________ The Online Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Creditors who cast a Ballot using the E-Ballot Portal should NOT also submit a paper Ballot. If your Ballot is not received by the Noticing Agent on or before the Voting Deadline, and such deadline is not extended, your vote will not be counted except in the Debtors’ discretion with the consent of the Agent. Ballots received by facsimile or other means of electronic submission will not be counted. If the Bankruptcy Court confirms the Plan, the Plan will be binding on you whether or not you vote. You should carefully review the Disclosure Statement, Plan, and other materials in the Solicitation Package before you vote. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your Secured Tax Claim. Your Secured Tax Claim against the Debtors has been placed in Class 3 under the Plan. Item 1. Amount of Class 3 Secured Tax Claim. The undersigned hereby certifies that as of the close of business on February 21, 2021 the undersigned was the record Holder of a Secured Tax Claim in Class 3 under the Plan, in the aggregate unpaid principal amount of: Claim Amount: $ _______________ ACCEPTANCE OR REJECTION OF THE PLAN Item 2. Vote on Plan. The undersigned Holder of the Secured Tax Claim in Class 3 under the Plan, as described in Item 1 above, votes all such Claims to (check one box): 󠆶 󠆶 ACCEPTS THE PLAN REJECTS THE PLAN Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

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If you vote to accept the Plan, you shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan even if you check the box below to opt out of the Third Party Release. Item 3. Releases, exculpation, and injunction. Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post- 2 “Releasing Party” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Party” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities 4 “Exculpated Party” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents). The Holder of the Class 3 Secured Tax Claim set forth in Item 1 elects to: OPT OUT of the Third Party Release IF YOU VOTE TO REJECT THE PLAN AND YOU DO NOT CHECK THE “OPT-OUT” BOX IN ITEM 3 AND TIMELY SUBMIT YOUR BALLOT, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU ABSTAIN FROM VOTING ON THE PLAN AND/OR YOU DO NOT TIMELY SUBMIT YOUR BALLOT WITH THE “OPT-OUT” BOX IN ITEM 3 CHECKED, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU VOTE TO ACCEPT THE PLAN, SUCH ACCEPTANCE IS ALSO AN ACCEPTANCE OF THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. CLAIMANT CERTIFICATIONS AND SIGNATURE You MUST complete the following section of this Ballot in order for the Ballot to be valid and counted. By signing this Ballot, the undersigned certifies to the Court and the Debtors: (a) that, as of the Voting Record Date, either: (i) the Entity is the Holder of the Secured Tax Claim being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Secured Tax Claim being voted; (b) that the Entity (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Entity has cast the same vote with respect to all Secured Tax Claims in a single Class; and (d) that no other Ballots with respect to the amount of the Secured Tax Claim identified in Item 1 have been cast or, if any other beneficial Holder Ballots have been cast with respect to such Secured Tax Claim, then any such earlier Ballots are hereby revoked.

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Dated: COMPLETE AND RETURN THIS BALLOT SO THAT IT IS RECEIVED ON OR BEFORE Signature: 4:00 p.m. (CST), on Printed Name: MARCH 10, by, Donlin, Recano & Company, Inc., at the appropriate address indicated in the preceding Title: instructions. (if signing on behalf of the Holder of the claim) Address:__________________________________ _________________________________________ _________________________________________ Telephone No.: Email Address:_____________________________ Tax ID No.:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered BALLOT FOR CLASS 4 OTHER SECURED CLAIMS VOTING TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICING AGENT IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON MARCH 10, 2021 (THE “VOTING DEADLINE”). IF YOUR BALLOT IS NOT RECEIVED ON OR PRIOR TO THE VOTING DEADLINE, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. This Ballot has been provided to you for your use in voting on the Plan. If you are, as of close of business on February 21, 2021 (the “Voting Record Date”), a Holder of a Class 4 Claim (an “Other Secured Claim”) against any of the Debtors, please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan. The Plan is attached as Exhibit A to the Disclosure Statement which accompanies this Ballot and also provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined herein have the meanings given to them in the Plan. Before you transmit 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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your vote, please review the Plan, the Disclosure Statement, the Ballot, and the other materials in the Solicitation Package carefully. You may wish to seek independent legal advice concerning the Plan and the treatment of your Claims under the Plan. In relation to your vote, on February 12, 2021, the Bankruptcy Court approved the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot. If you received the Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them (a) for a fee from the Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”), by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index, or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, please contact the Noticing Agent immediately at the address, telephone number, or email address set forth above. The Court may confirm the Plan and thereby bind all Holders of Claims and Interests. To have your vote count as either an acceptance or rejection of the Plan, you must complete and return this Ballot so that the Voting Agent actually receives it on or before the Voting Deadline. Please note that the Plan contemplates separate classes of creditors and interest Holders for voting and distribution purposes. Depending on the nature of the debt or interest that is held in or against the Debtors, a creditor may have claims and/or interests in multiple classes. The Disclosure Statement sets forth a description of the classes in the Plan. Please also note that the Plan may be modified as described in Article X of the Plan. If the Plan is so modified, the Debtors may not resolicit votes on the Plan and, accordingly, a vote to accept the Plan submitted prior to the Voting Deadline will be considered a vote to accept the Plan as so modified. If you have any questions on how to properly complete this Ballot, please contact the Noticing Agent at 1-866-751-6310 or by email at smghinfo@donlinrecano.com. THE NOTICING AGENT IS NOT AUTHORIZED TO, AND WILL NOT, PROVIDE LEGAL ADVICE. PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. TO ENSURE THAT YOUR VOTE IS COUNTED, YOU MUST SUBMIT YOUR BALLOT SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE VOTING DEADLINE. IF THIS BALLOT IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE VOTING DEADLINE, THEN THE VOTE TRANSMITTED BY THIS BALLOT WILL NOT BE COUNTED, EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. VOTING DEADLINE To have your vote on the Plan count, you must complete, sign and return this Ballot to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Voting Deadline. Voting Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time) Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219

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PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS: 1. DELIVER A COMPLETE, SIGNED AND DATED BALLOT BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 2. VOTE VIA E-BALLOT PORTAL. You may also submit your Ballot via the online portal (the “Online Portal”) at https://www.donlinrecano.com/Clients/smgh/vote Please make sure to follow the instructions at the Online Portal to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#: ______________________ The Online Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Creditors who cast a Ballot using the E-Ballot Portal should NOT also submit a paper Ballot. If your Ballot is not received by the Noticing Agent on or before the Voting Deadline, and such deadline is not extended, your vote will not be counted except in the Debtors’ discretion with the consent of the Agent. Ballots received by facsimile or other means of electronic submission will not be counted. If the Bankruptcy Court confirms the Plan, the Plan will be binding on you whether or not you vote. You should carefully review the Disclosure Statement, Plan, and other materials in the Solicitation Package before you vote. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your Other Secured Claim. Your Other Secured Claim against the Debtors has been placed in Class 4 under the Plan. Item 1. Amount of Class 4 Other Secured Claim. The undersigned hereby certifies that as of the close of business on February [●], 2021 the undersigned was the record Holder of an Other Secured Claim in Class 4 under the Plan, in the aggregate unpaid principal amount of: Claim Amount: $ _______________ ACCEPTANCE OR REJECTION OF THE PLAN Item 2. Vote on Plan. The undersigned Holder of the Other Secured Claim in Class 4 under the Plan, as described in Item 1 above, votes all such Claims to (check one box): 󠆶 󠆶 ACCEPTS THE PLAN REJECTS THE PLAN Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

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If you vote to accept the Plan, you shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan even if you check the box below to opt out of the Third Party Release. Item 3. Releases, exculpation, and injunction. Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post- 2 “Releasing Party” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Party” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities 4 “Exculpated Party” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents). The Holder of the Class 4 Other Secured Claim set forth in Item 1 elects to: OPT OUT of the Third Party Release IF YOU VOTE TO REJECT THE PLAN AND YOU DO NOT CHECK THE “OPT-OUT” BOX IN ITEM 3 AND TIMELY SUBMIT YOUR BALLOT, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU ABSTAIN FROM VOTING ON THE PLAN AND/OR YOU DO NOT TIMELY SUBMIT YOUR BALLOT WITH THE “OPT-OUT” BOX IN ITEM 3 CHECKED, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU VOTE TO ACCEPT THE PLAN, SUCH ACCEPTANCE IS ALSO AN ACCEPTANCE OF THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. CLAIMANT CERTIFICATIONS AND SIGNATURE You MUST complete the following section of this Ballot in order for the Ballot to be valid and counted. By signing this Ballot, the undersigned certifies to the Court and the Debtors: (a) that, as of the Voting Record Date, either: (i) the Entity is the Holder of the Other Secured Claims being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Other Secured Claims being voted; (b) that the Entity (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Entity has cast the same vote with respect to all Other Secured Claims in a single Class; and (d) that no other Ballots with respect to the amount of the Other Secured Claims identified in Item 1 have been cast or, if any other beneficial Holder Ballots have been cast with respect to such Other Secured Claims, then any such earlier Ballots are hereby revoked.

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Dated: COMPLETE AND RETURN THIS BALLOT SO THAT IT IS RECEIVED ON OR BEFORE Signature: 4:00 p.m. (CST), on Printed Name: MARCH 10, by, Donlin, Recano & Company, Inc., at the appropriate address indicated in the preceding Title: instructions. (if signing on behalf of the Holder of the claim) Address:__________________________________ _________________________________________ _________________________________________ Telephone No.: Email Address:_____________________________ Tax ID No.:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered BALLOT FOR CLASS 5 GUC CLAIMS VOTING TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICING AGENT IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON MARCH 10, 2021 (THE “VOTING DEADLINE”). IF YOUR BALLOT IS NOT RECEIVED ON OR PRIOR TO THE VOTING DEADLINE, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. This Ballot has been provided to you for your use in voting on the Plan. 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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If you are, as of close of business on February 12, 2021 (the “Voting Record Date”), a Holder of a Class 5 Claim (a “GUC Claim”) against any of the Debtors, please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan. The Plan is attached as Exhibit A to the Disclosure Statement which accompanies this Ballot and also provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined herein have the meanings given to them in the Plan. Before you transmit your vote, please review the Plan, the Disclosure Statement, the Ballot, and the other materials in the Solicitation Package carefully. You may wish to seek independent legal advice concerning the Plan and the treatment of your Claims under the Plan. In relation to your vote, on February 12, 2021, the Bankruptcy Court approved the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot. If you received the Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them (a) for a fee from the Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”), by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index, or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, please contact the Noticing Agent immediately at the address, telephone number, or email address set forth above. The Court may confirm the Plan and thereby bind all Holders of Claims and Interests. To have your vote count as either an acceptance or rejection of the Plan, you must complete and return this Ballot so that the Noticing Agent actually receives it on or before the Voting Deadline. Please note that the Plan contemplates separate classes of creditors and interest holders for voting and distribution purposes. Depending on the nature of the debt or interest that is held in or against the Debtors, a creditor may have claims and/or interests in multiple classes. The Disclosure Statement sets forth a description of the classes in the Plan. Please also note that the Plan may be modified as described in Article X of the Plan. If the Plan is so modified, the Debtors may not resolicit votes on the Plan and, accordingly, a vote to accept the Plan submitted prior to the Voting Deadline will be considered a vote to accept the Plan as so modified. If you have any questions on how to properly complete this Ballot, please contact the Noticing Agent at 1-866-751-6310 or by email at smghinfo@donlinrecano.com. THE NOTICING AGENT IS NOT AUTHORIZED TO, AND WILL NOT, PROVIDE LEGAL ADVICE. PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. TO ENSURE THAT YOUR VOTE IS COUNTED, YOU MUST SUBMIT YOUR BALLOT SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE VOTING DEADLINE. IF THIS BALLOT IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE VOTING DEADLINE, THEN THE VOTE TRANSMITTED BY THIS BALLOT WILL NOT BE COUNTED, EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. VOTING DEADLINE To have your vote on the Plan count, you must complete, sign and return this Ballot to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Voting Deadline. Voting Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time)

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PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS: 1. DELIVER A, COMPLETE SIGNED AND DATED BALLOT BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 2. VOTE VIA E-BALLOT PORTAL. You may also submit your Ballot via the online portal (the “Online Portal”) at https://www.donlinrecano.com/Clients/smgh/vote Please make sure to follow the instructions at the Online Portal to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#: ______________________ The Online Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Creditors who cast a Ballot using the E-Ballot Portal should NOT also submit a paper Ballot. If your Ballot is not received by the Noticing Agent on or before the Voting Deadline, and such deadline is not extended, your vote will not be counted except in the Debtors’ discretion with the consent of the Agent. Ballots received by facsimile or other means of electronic submission will not be counted. If the Bankruptcy Court confirms the Plan, the Plan will be binding on you whether or not you vote. You should carefully review the Disclosure Statement, Plan, and other materials in the Solicitation Package before you vote. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your GUC Claim. Your GUC Claim against the Debtors has been placed in Class 5 under the Plan. Item 1. Amount of Class 5 GUC Claim. The undersigned hereby certifies that as of the close of business on February [●], 2021 the undersigned was the record Holder of a GUC Claim in Class 5 under the Plan, in the aggregate unpaid principal amount of: Claim Amount: $ _______________ ACCEPTANCE OR REJECTION OF THE PLAN Item 2. Vote on Plan. The undersigned Holder of the GUC Claim in Class 5 under the Plan, as described in Item 1 above, votes all such Claims to (check one box): 󠆶 󠆶 ACCEPT THE PLAN REJECT THE PLAN Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

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If you vote to accept the Plan, you shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan even if you check the box below to opt out of the Third Party Release. Item 3. Election to have Class 5 GUC Claim treated as a Class 6 Convenience Class Claim. Pursuant to Article III.B of the Plan, as the Holder of a Class 5 GUC Claim, you may, but are not required to, irrevocably elect on this Ballot to have your Class 5 GUC Claim treated as a Convenience Class Claim for all purposes under the Plan rather than as a GUC Claim. The treatment set forth in Article III.B of the Plan for Convenience Class Claims is as follows: Treatment: Except to the extent that a Holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of its Allowed Claim acceptable to the Agent, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Convenience Class Claim, each such Holder shall receive within thirty (30) days after the date such Claim is Allowed payment in Cash in an amount equal to 10% of such Holder’s Allowed Convenience Class Claim, which shall be payable from the GUC Trust Reserve. If you would like to have your Class 5 GUC Claim treated as a Convenience Class Claim, please indicate your irrevocable election to do so in the box labelled “Treat the Class 5 GUC Claim as a Convenience Class Claim” provided below. If you do NOT wish to have your Class 5 GUC Claim treated as a Convenience Class Claim, please leave the below box blank. The Holder of the Class 5 GUC Claim set forth in Item 1 elects to: 󠆶 TREAT THE CLASS 5 GUC CLAIM AS A CONVENIENCE CLASS CLAIM As set forth above and in the Plan, electing to have your Class 5 Claim treated as a Convenience Class Claim is irrevocable. You should carefully review the Plan and Disclosure Statement before making this election, and you may wish to consult legal counsel. Item 4. Releases, exculpation, and injunction. Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and Causes of Action, 2 “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become

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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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Parties” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents). The Holder of the Class 5 GUC Claim set forth in Item 1 elects to: OPT OUT of the Third Party Release IF YOU VOTE TO REJECT THE PLAN AND YOU DO NOT CHECK THE “OPT-OUT” BOX IN ITEM 4 AND TIMELY SUBMIT YOUR BALLOT, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU ABSTAIN FROM VOTING ON THE PLAN AND/OR YOU DO NOT TIMELY SUBMIT YOUR BALLOT WITH THE “OPT-OUT” BOX IN ITEM 4 CHECKED, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU VOTE TO ACCEPT THE PLAN, SUCH ACCEPTANCE IS ALSO AN ACCEPTANCE OF THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. CLAIMANT CERTIFICATIONS AND SIGNATURE You MUST complete the following section of this Ballot in order for the Ballot to be valid and counted. By signing this Ballot, the undersigned certifies to the Court and the Debtors: 4 “Exculpated Parties” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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(a) that, as of the Voting Record Date, either: (i) the Entity is the Holder of the GUC Claims being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the GUC Claims being voted; (b) that the Entity (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Entity has cast the same vote with respect to all GUC Claims in a single Class; and (d) that no other Ballots with respect to the amount of the GUC Claims identified in Item 1 have been cast or, if any other beneficial Holder Ballots have been cast with respect to such GUC Claims, then any such earlier Ballots are hereby revoked.

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Dated: COMPLETE AND RETURN THIS BALLOT SO THAT IT IS RECEIVED ON OR BEFORE Signature: 4:00 p.m. (CST), on Printed Name: MARCH 10, by, Donlin, Recano & Company, Inc., at the appropriate address indicated in the preceding Title: instructions. (if signing on behalf of the Holder of the claim) Address:__________________________________ _________________________________________ _________________________________________ Telephone No.: Email Address:_____________________________ Tax ID No.:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered BALLOT FOR CLASS 6 CONVENIENCE CLASS CLAIMS VOTING TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION FOR STUDIO MOVIE GRILL HOLDINGS, LLC AND JOINTLY ADMINISTERED DEBTORS THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICING AGENT IS 4:00 P.M. (PREVAILING CENTRAL TIME) ON MARCH 10, 2021 (THE “VOTING DEADLINE”). IF YOUR BALLOT IS NOT RECEIVED ON OR PRIOR TO THE VOTING DEADLINE, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. This Ballot has been provided to you for your use in voting on the Plan. If you are, as of close of business on February 21, 2021 (the “Voting Record Date”), a Holder of a Class 6 Claim (a “Convenience Class Claim”) against any of the Debtors, please use this ballot (the “Ballot”) to cast your vote to accept or reject the Plan. The Plan is attached as Exhibit A to the Disclosure Statement which accompanies this Ballot and also provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined herein have the meanings given to them in the Plan. Before you 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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transmit your vote, please review the Plan, the Disclosure Statement, the Ballot, and the other materials in the Solicitation Package carefully. You may wish to seek independent legal advice concerning the Plan and the treatment of your Claims under the Plan. In relation to your vote, on February 12, 2021, the Bankruptcy Court approved the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Ballot. If you received the Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them (a) for a fee from the Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”), by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index, or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Ballot in error, please contact the Noticing Agent immediately at the address, telephone number, or email address set forth above. The Court may confirm the Plan and thereby bind all Holders of Claims and Interests. To have your vote count as either an acceptance or rejection of the Plan, you must complete and return this Ballot so that the Noticing Agent actually receives it on or before the Voting Deadline. Please note that the Plan contemplates separate classes of creditors and interest holders for voting and distribution purposes. Depending on the nature of the debt or interest that is held in or against the Debtors, a creditor may have claims and/or interests in multiple classes. The Disclosure Statement sets forth a description of the classes in the Plan. Please also note that the Plan may be modified as described in Article X of the Plan. If the Plan is so modified, the Debtors may not resolicit votes on the Plan and, accordingly, a vote to accept the Plan submitted prior to the Voting Deadline will be considered a vote to accept the Plan as so modified. If you have any questions on how to properly complete this Ballot, please contact the Noticing Agent at 1-866-751-6310 or by email at smghinfo@donlinrecano.com. THE NOTICING AGENT IS NOT AUTHORIZED TO, AND WILL NOT, PROVIDE LEGAL ADVICE. PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. TO ENSURE THAT YOUR VOTE IS COUNTED, YOU MUST SUBMIT YOUR BALLOT SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE VOTING DEADLINE. IF THIS BALLOT IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE VOTING DEADLINE, THEN THE VOTE TRANSMITTED BY THIS BALLOT WILL NOT BE COUNTED, EXCEPT IN THE DEBTORS’ DISCRETION WITH THE CONSENT OF THE AGENT. VOTING DEADLINE To have your vote on the Plan count, you must complete, sign and return this Ballot to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Voting Deadline. Voting Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time)

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PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS: 1. DELIVER COMPLETE SIGNED AND DATED BALLOT BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 2. VOTE VIA E-BALLOT PORTAL. You may also submit your Ballot via the online portal (the “Online Portal”) at https://www.donlinrecano.com/Clients/smgh/vote Please make sure to follow the instructions at the Online Portal to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#: ______________________ The Online Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of electronic transmission will not be counted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Creditors who cast a Ballot using the E-Ballot Portal should NOT also submit a paper Ballot. If your Ballot is not received by the Noticing Agent on or before the Voting Deadline, and such deadline is not extended, your vote will not be counted except in the Debtors’ discretion with the consent of the Agent. Ballots received by facsimile or other means of electronic submission will not be counted. If the Bankruptcy Court confirms the Plan, the Plan will be binding on you whether or not you vote. You should carefully review the Disclosure Statement, Plan, and other materials in the Solicitation Package before you vote. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your Convenience Class Claim. Your Convenience Class Claim against the Debtors has been placed in Class 6 under the Plan. Item 1. Amount of Class 6 Convenience Class Claim. The undersigned hereby certifies that as of the close of business on February 21, 2021 the undersigned was the record Holder of a Convenience Class Claim in Class 6 under the Plan, in the aggregate unpaid principal amount of: Claim Amount: $ _______________ ACCEPTANCE OR REJECTION OF THE PLAN Item 2. Vote on Plan. The undersigned Holder of the Convenience Class Claim in Class 6 under the Plan, as described in Item 1 above, votes all such Claims to (check one box): 󠆶 󠆶 ACCEPT THE PLAN REJECT THE PLAN Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

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If you vote to accept the Plan, you shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan even if you check the box below to opt out of the Third Party Release. Item 3. Releases, exculpation, and injunction. Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. 2 “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Parties” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and 4 “Exculpated Parties” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents). The Holder of the Class 6 Convenience Class Claim set forth in Item 1 elects to: OPT OUT of the Third Party Release IF YOU VOTE TO REJECT THE PLAN AND YOU DO NOT CHECK THE “OPT-OUT” BOX IN ITEM 3 AND TIMELY SUBMIT YOUR BALLOT, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU ABSTAIN FROM VOTING ON THE PLAN AND/OR YOU DO NOT TIMELY SUBMIT YOUR BALLOT WITH THE “OPT-OUT” BOX IN ITEM 3 CHECKED, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. IF YOU VOTE TO ACCEPT THE PLAN, SUCH ACCEPTANCE IS ALSO AN ACCEPTANCE OF THE RELEASES OF THE RELEASED PARTIES SET FORTH IN ARTICLE VIII.D OF THE PLAN. CLAIMANT CERTIFICATIONS AND SIGNATURE You MUST complete the following section of this Ballot in order for the Ballot to be valid and counted. By signing this Ballot, the undersigned certifies to the Court and the Debtors: (a) that, as of the Voting Record Date, either: (i) the Entity is the Holder of the Convenience Class Claims being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Convenience Class Claims being voted; (b) that the Entity (or in the case of an authorized signatory, the Holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein; (c) that the Entity has cast the same vote with respect to all Convenience Class Claims in a single Class; and (d) that no other Ballots with respect to the amount of the Convenience Class Claims identified in Item 1 have been cast or, if any other beneficial Holder Ballots have been cast with respect to such Convenience Class Claims, then any such earlier Ballots are hereby revoked.

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Dated: COMPLETE AND RETURN THIS BALLOT SO THAT IT IS RECEIVED ON OR BEFORE Signature: 4:00 p.m. (CST), on Printed Name: MARCH 10, by, Donlin, Recano & Company, Inc., at the appropriate address indicated in the preceding Title: instructions. (if signing on behalf of the Holder of the claim) Address:__________________________________ _________________________________________ _________________________________________ Telephone No.: Email Address:_____________________________ Tax ID No.:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered NOTICE (A) OF NON-VOTING STATUS, (B) APPROVAL OF DISCLOSURE STATEMENT, (C) HEARING TO CONSIDER CONFIRMATION OF PLAN, (D) DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION OF PLAN, AND (E) OTHER RELEVANT INFORMATION PLEASE TAKE NOTICE THAT: Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) as debtors and debtors-in-possession in the above-captioned cases (the “Chapter 11 Cases”) have jointly filed their Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto, the “Plan”) in the above-captioned chapter 11 bankruptcy cases. On February 12, 2021, the Bankruptcy Court approved the Joint Disclosure Statement for Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Disclosure Statement”). The Plan is attached as Exhibit A to the Disclosure Statement which provides the basis for the terms and conditions of the Plan. Capitalized terms used in this Notice that are not otherwise defined herein have the meanings given to them in the Plan. 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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YOU ARE ADVISED AND ENCOURAGED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS SET FORTH THEREIN, AS YOUR RIGHTS MIGHT BE AFFECTED. CERTAIN RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS MAY AFFECT YOUR RIGHTS REGARDLESS OF WHETHER YOU ARE ENTITLED TO VOTE ON THE PLAN. ANY PERSON WHO OPPOSES THE PLAN, INCLUDING THE RELEASE, EXCULPATION, OR INJUNCTION PROVISIONS SET FORTH THEREIN AND RESTATED BELOW, SHOULD FILE A TIMELY OBJECTION TO THE PLAN IN ACCORDANCE WITH THIS NOTICE. UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT AT THE CONFIRMATION HEARING. Hearing on Confirmation of the Plan A hearing (the “Confirmation Hearing”) will be held before the Honorable Stacey G.C. Jernigan, United States Bankruptcy Judge, in Courtroom No. 1 of the United States Bankruptcy Court, Earle Cabell Federal Building, 1100 Commerce St., Dallas, TX 75242, on Tuesday, March 16, 2021, at 9:30 a.m. (Prevailing Central Time) (or by video, telephonic, and/or other electronic means), to consider confirmation of the Plan, any objections thereto, and any other matter that may properly come before the Bankruptcy Court. Please be advised that the Confirmation Hearing may be continued from time to time by the Bankruptcy Court or the Debtors without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Bankruptcy Court and served on other parties entitled to notice. Non-Voting Status You are receiving this Notice of Non-Voting Status (this “Notice”) because, under the terms of the Plan, either (i) you are a Holder of Claim(s) in a Class that has been deemed to accept the Plan (Class 1 - Other Priority Claims) and are therefore not entitled to vote on the Plan; (ii) you are a Holder of Claim(s) or Interest(s) in a Class that is not entitled to receive or retain property on account of your Claim(s) against or Interest(s) in the Debtors ( Class 8 - Subordinated Claims and Class 9 – SMG Holdings Interests) and are therefore, in accordance with section 1126(g) of the Bankruptcy Code, (a) deemed to reject the Plan and (b) not entitled to vote on the Plan, or (iii) you are a Holder of Claim(s) or Interest(s) in a Class that is deemed to either accept the Plan or to reject the Plan and are therefore not entitled to vote on the Plan (Class 7 - Intercompany Claims and Class 10 – Other Debtor Interests). Accordingly, this Notice is being mailed to you for your information only. If, notwithstanding this Notice of your non-voting status, you believe that you may have a Claim against the Debtors that entitles you to vote on the Plan, you should immediately request the appropriate Ballot by contacting Donlin, Recano & Company, Inc., the Debtors’ noticing agent (the “Noticing Agent”) at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Copies of the Plan and Disclosure Statement The Debtors will not provide you with copies of the Plan and/or Disclosure Statement. If you wish to receive copies of the Plan and/or Disclosure Statement, they will be provided, as quickly as practicable, upon request to the Noticing Agent either by email request to smghinfo@donlinrecano.com or by telephone at 1-866-751-6310. Copies of the Plan and Disclosure Statement will be available (a) for a fee from the Bankruptcy Court’s website, http://ecf.txnb.uscourts.gov; or (b) at no charge from the Noticing Agent by (i) accessing the Debtors’ restructuring website at https://www.donlinrecano.com/Clients/smgh/Index or (ii) by contacting the Noticing Agent at the following telephone number or email address: 1-866-751-6310; or smghinfo@donlinrecano.com. Please note that the Bankruptcy Court’s approval of the Disclosure Statement does not constitute the Bankruptcy Court’s approval or disapproval of the Plan.

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Objections to the Plan or Disclosure Statement Any objections (each, an “Objection”) to the Plan must: (a) be in writing; (b) conform to the applicable Federal Rules of Bankruptcy Procedure and the Bankruptcy Local Rules for the Northern District of Texas; (c) set forth the name of the objecting party, the nature and amount of Claims or Interests held or asserted by the objecting party against the Debtors, the basis for the Objection, and the specific ground thereof; and (d) be filed with the Bankruptcy Court, together with proof of service, and served on the following parties so as to be actually received no later than March 10, 2021, at 4:00 p.m. (Prevailing Central Time) (the “Objection Deadline”). Objections must be served on: i. the Debtors, via its CRO, 13355 Noel Road, Suite 2005, Dallas, TX 75240, Attn: William Snyder (william.snyder@cr3partners.com); ii. counsel to the Debtors, Law Offices of Frank J. Wright, PLLC, 2323 Ross Avenue, Suite 730, Dallas, Texas 75201, Attn: Frank J. Wright and Jeffery M. Veteto (frank@fjwright.law; jeff@fjwright.law); iii. counsel to the Agent, Vinson & Elkins LLP, Trammel Crow Center, 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, Attn: William L. Wallander, Bradley R. Foxman, and Matthew J. Pyeatt (bwallander@velaw.com; bfoxman@velaw.com; mpyeatt@velaw.com); iv. counsel to Crestline, Jones Day, 250 Vesey Street, New York, New York 10281 (Attn: John E. Mazey, Esq., Michael C. Schneidereit, Esq., and Nicholas J. Morin, Esq., email: jemazey@jonesday.com, mschneidereit@jonesday.com, and nmorin@jonesday.com; and v. the Office of the United States Trustee Region 6 – Dallas Office, 1100 Commerce, Room 976, Dallas, TX 75242, Attn: Lisa L. Lambert and Meredyth Kippes (Lisa.L.Lambert@usdoj.gov; Meredyth.A.Kippes@usdoj.gov). OBJECTIONS THAT ARE NOT TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE MAY, IN THE BANKRUPTCY COURT’S DISCRETION, NOT BE CONSIDERED AND MAY BE OVERRULED. AS DESCRIBED ABOVE, YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED. Summary of Plan Treatment The following chart summarizes the treatment provided by the Plan to each Class of Claims against and Interests in the Debtors, and indicates the voting status of each Class:
Table 1 on page 246. Back to List of Tables
Class Claim or Interest Treatment Impaired or
Unimpaired
Voting
Rights
1 Other Priority
Claims
Except to the extent that a Holder of an
Allowed Other Priority Claim agrees to a less
favorable treatment of its Allowed Claim
acceptable to the Agent, in full and final
satisfaction, settlement, release, and discharge
of and in exchange for each Allowed Other
Priority Claim, each such Holder shall receive,
at the option of the applicable Debtor(s) with
the consent of the Agent, either: (i) payment in
full in Cash; or (ii) other treatment rendering
Unimpaired Presumed to
Accept

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Table 1 on page 247. Back to List of Tables
Class Claim or Interest Treatment Impaired or
Unimpaired
Voting
Rights
such Claim Unimpaired or otherwise permitted
by the Bankruptcy Code.
2 Prepetition
Lenders’ Claims
On the Effective Date, each Holder of a Class 2
Claim shall receive:
(i) if an Equitization Restructuring occurs,
(a)(1) its Pro Rata share (i.e., the proportion that
such Allowed Prepetition Lenders’ Claim bears
to the aggregate amount of all Allowed
Prepetition Lenders’ Claims participating in the
Exit Facility Refinancing Loans (if any, and as
determined by the Agent with, for the avoidance
of doubt, the consent of Crestline) plus all
Allowed DIP Claims (if any, and as determined
by the Agent with, for the avoidance of doubt,
the consent of Crestline) participating in the Exit
Facility Refinancing Loans) of the Exit Facility
Refinancing Loans on a dollar-for-dollar basis,
and (2) thereafter, the applicable New Units
designated to be distributed to such Holder as
set forth below (which may be distributed to the
GS Designees or the Crestline Designees as
determined by such Holder); plus (b) its Pro Rata
share of the Agent Panterra Assets; or
(ii) if an Asset Sale Restructuring occurs,
(a) all Cash of the Debtors (including, if the
Asset Sale Restructuring is to a Third Party
Purchaser, the Sale Proceeds) other than the
GUC Trust Assets, (b) its Pro Rata Share of the
Class A Trust Interests, and (c) its Pro Rata
Share of the Agent Trust Assets and the Agent
Trust Interests.
If an Equitization Restructuring occurs, the
distribution of New Units to the Holders of
Class 2 Claims and DIP Facility Claims shall be
as follows: (a) if to the GS Designees, (i) 63.94%
of the Preferred Units and (ii) the GS Warrant;
and (b) if to the Crestline Designees, (i) 36.06%
of the Preferred Units and (ii) 100% of the Class
A-1 Common Units. Notwithstanding the
foregoing, the Agent, with the consent of
Crestline, may at any time redetermine the
allocation and type of New Units to be
distributed the Holders of Class 2 Claims and
DIP Facility Claims.
If an Equitization Restructuring occurs, (a) all
DIP Liens shall be retained by the DIP Agent
and assigned to the Exit Agent and (b) any and
Impaired Entitled to
Vote

Page 248

Table 1 on page 248. Back to List of Tables
Class Claim or Interest Treatment Impaired or
Unimpaired
Voting
Rights
all Liens securing the Prepetition Lenders’ Claim
shall be retained by the Prepetition Agent and
assigned to the Exit Agent to secure the
obligations under the Exit Facility. If an Asset
Sale Restructuring occurs, after the Effective
Date, each of the DIP Liens and the Liens
securing the Prepetition Lenders’ Claims shall
remain in effect to the same extent and in the
same priority such Liens exist on the Effective
Date, and no such Lien shall be (or deemed to
have been) waived, released, satisfied or
discharged, in whole or in part.
Beginning on the first calendar quarter following
the Effective Date, and continuing on at least a
quarterly basis thereafter (or such other time as
agreed by the Agent and the GUC Trustee), the
GUC Trustee shall pay the Pro Rata Share of
Cash on hand resulting from the Agent Panterra
Assets, if any: (i) in the event of an Asset Sale
Restructuring, to the Agent Trustee or (ii) in the
event of an Equitization Restructuring, to the
Agent.
Holders of Prepetition Lenders’ Claims
expressly reserve the right to seek recovery
against any Non-Reorganized Debtor on any
grounds, including, without limitation, the entire
unpaid cash amount of the Prepetition Lenders’
Claims.
3 Secured Tax
Claims
Except to the extent that the Holder of an
Allowed Class 3 Secured Claim agrees to a less
favorable treatment of its Allowed Class 3
Secured Claim acceptable to the Agent, in full
and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed
Class 3 Secured Claim, each such Holder shall
receive payment in accordance with section 1129
of the Bankruptcy Code.
Impaired Entitled to
Vote
4 Other Secured
Claims
Except to the extent that a Holder of an Allowed
Class 4 Secured Claim agrees to a less favorable
treatment of its Allowed 4 Claim acceptable to
the Agent, in full and final satisfaction,
settlement, release, and discharge of and in
exchange for each Allowed Class 4 Secured
Claim, each such Holder shall receive, at the
option of the applicable Debtor(s) with the
consent of the Agent, either: (i) payment in full
in Cash; (ii) the collateral securing any such
Claim and payment of any interest required
under section 506(b) of the Bankruptcy Code;
(iii) Reinstatement of such Claim; or (iv) a new
note with a principal amount equal to the
amount of the Allowed Class 4 Claim with a term
Impaired Entitled to
Vote

Page 249

Table 1 on page 249. Back to List of Tables
Class Claim or Interest Treatment Impaired or
Unimpaired
Voting
Rights
of five years, interest at the Plan Rate, payable
monthly in equal payments of principal and
interest, and secured by the same collateral that
secured such Allowed Class 4 Claim.
5 GUC Claims Except to the extent that a Holder of an Allowed
GUC Claim agrees to less favorable treatment of
its Allowed Claim acceptable to the Agent, in full
and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed
GUC Claim, each such Holder of an Allowed
GUC Claim in Class 5 shall receive its Pro Rata
share of the GUC Trust Interests. Each Holder
of GUC Claims in an aggregate Allowed amount
greater than $2,500.00 may irrevocably elect on
its Ballot to have such Claim irrevocably reduced
to $2,500.00 and treated as a Convenience Class
Claim for the purposes of the Plan rather than as
a GUC Claim. For avoidance of doubt, Holders
of Prepetition Lenders’ Claims shall not be
entitled to any recovery from the GUC Trust
Interests or the GUC Trust Assets (solely
excepting the Agent Panterra Assets).
Impaired Entitled to
Vote
6 Convenience Class
Claims
Except to the extent that a Holder of an Allowed
Convenience Class Claim agrees to a less
favorable treatment of its Allowed Claim
acceptable to the Agent, in full and final
satisfaction, settlement, release, and discharge of
and in exchange for each Allowed Convenience
Class Claim, each such Holder shall receive
within thirty (30) days after the date such Claim
is Allowed payment in Cash in an amount equal
to 10% of such Holder’s Allowed Convenience
Class Claim, which shall be payable from the
GUC Trust Reserve.
Impaired Entitled to
Vote
7 Intercompany
Claims
Intercompany Claims shall, at the Agent’s
election, either be (i) Reinstated as of the
Effective Date or (ii) canceled, discharged,
released, and extinguished in full as of the
Effective Date.
Impaired /
Unimpaired
Not Entitled
to Vote
8 Subordinated
Claims
Allowed Claims in Class 8 shall receive no
payment under the Plan.
Impaired Deemed to
Reject
9 SMG Holdings
Interests
On the Effective Date, all Interests in SMG
Holdings shall be canceled, discharged, released,
and extinguished in full as of the Effective Date.
Impaired Deemed to
Reject
10 Other Debtor
Interests
On the Effective Date, Interests in the Other
Debtors shall, at the Agent’s election, either be
(i) Reinstated as of the Effective Date or
Impaired /
Unimpaired
Not Entitled
to Vote

Page 250

Table 1 on page 250. Back to List of Tables
Class Claim or Interest Treatment Impaired or
Unimpaired
Voting
Rights
(ii) canceled, discharged, released, and
extinguished in full as of the Effective Date.
Releases and Exculpation Following confirmation, subject to Article IX of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. It is important to read the provisions contained in Article VIII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan — which effectuates such provisions — will affect you and any Claim(s) or Interest(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. Article VIII.D of the Plan contains the following provision: As of the Effective Date, except to enforce distributions under the Plan, each Releasing Party2 is deemed to have released and discharged each Released Party3 from any and all claims and 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 (including the day-to-day management of the Debtors, any decisions made or not made by the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized SMG and the other Reorganized Debtors (including the formation thereof), the Debtors’ prepetition operations and activities, the New Organizational Documents, the DIP Order (and any payments or transfers in connection therewith), the Exit Facility, the Asset Sale Restructuring, the settlements contemplated by the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Released Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking 2 “Releasing Parties” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors (including any Non-Reorganized Debtor); (b) the Reorganized Debtors; (c) the Debtor Related Persons; (d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as individual creditors); (f) the GUC Trustee; (g) the GUC Trust; (h) the Agent Trustee; (i) the Agent Trust; (j) the Schultz Parties; and (k) all Holders of Claims or Interests who (1) are deemed to, or timely vote to accept the Plan, (2) abstain from voting to accept or reject the Plan and who do not make the Opt Out Election, (3) are not entitled to vote to accept or reject the Plan and who do not make the Opt Out Election, or (4) are deemed to, or timely vote to reject, the Plan and who do not make the Opt Out Election; and (l) with respect to each of the foregoing (a) through (k), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ Related Persons, each in their capacity as such; provided, that any Holder of a Claim or Interest that (x) validly makes the Opt Out Election or (y) Files an objection or otherwise objects to the releases in Article VIII of the Plan and such objection is not otherwise resolved shall not be a “Releasing Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties and each of their Related Persons shall not constitute “Releasing Parties” unless each Schultz Party has, prior to the Effective Date, executed a release in form and substance acceptable to the Agent, including agreeing to become a “Releasing Party” under the Plan and to be subject to the release set forth in Article VIII.E of the Plan (unless waived by the Agent). 3 “Released Parties” means, collectively, and in each case only in its capacity as such: (a) the Agent Released Parties, (b) the Debtor Related Persons serving in such capacity as of the Effective Date; (c) the Committee and its members; (d) the Schultz Parties; and (e) with respect to each of the foregoing (a) through (d), such Entity and its Related Persons; provided, that, for avoidance of doubt, any Holder of a Claim or Interest that timely votes to reject the Plan, timely objects to Confirmation of the Plan, or validly opts out of the Third Party Release by making the Opt Out Election, shall not be a “Released Party”; provided, further, that Panterra shall not be a “Released Party”; provided, further, that notwithstanding the foregoing, the Schultz Parties shall not be “Released Parties” until they become Releasing Parties in accordance with the Plan.

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place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not 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 (including the Exit Facility Loan Documents). If the Schultz Parties constitute “Releasing Parties” under the Plan, on the Effective Date, the Schultz Parties shall be deemed to release and waive in writing any and all claims to all proceeds or refunds of any insurance policy of the Debtors or the Estates and admit that the whole life insurance policies issued by Northwestern Mutual ended 1656 and 8018 and all proceeds thereto and refunds thereof constitute property of the Debtors and the Estates. In order to avoid being deemed a Releasing Party and/or a Released Party, as applicable, and thereby granting and receiving the releases set forth in Article VIII of the Plan, a creditor casting a Ballot for acceptance or rejection of the Plan must indicate its intent to make the Opt Out Election by checking the “OPT OUT” box on its Ballot. Except as otherwise set forth herein, a party that is entitled to vote on the Plan and who votes to accept the Plan will be deemed to be a Releasing Party notwithstanding the making of an Opt Out Election. Parties that are not entitled to vote may make the Opt Out Election by submission of an Opt Out Form in advance of the deadline for voting on the Plan, provided that any such Holder of a Claim or Interest that makes the Opt Out Election shall not be a Released Party. Creditors and other parties in interest who fail to take such action shall be deemed to have consented to the Third Party Release contained in Article VIII.D of the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the releases described herein. Notwithstanding anything to the contrary in the foregoing, the Releases set forth in this Article VIII.D (i) do not 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 and (ii) do not release any claims related to any act or omission that constitutes actual fraud or willful misconduct but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Article VIII.F of the Plan contains the following provision: Except as otherwise specifically provided in the Plan, no Exculpated Party4 shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including the reliance by any Exculpated Party on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, the Asset Sale Restructuring, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or any other related agreement in connection with the Plan, except for 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 Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with 4 “Exculpated Parties” means, collectively, and in each case only in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Prepetition Agent; (f) the Prepetition Lenders; (g) the Agent Purchaser, if any; (h) the Debtor Related Persons; (i) the Committee and its members; (j) with respect to each of the foregoing (a) through (i), such Entity and its current and former Affiliates; and (k) with respect to each of the foregoing (b) through (j), such Entity and its Related Persons.

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regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not 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 (including the Exit Facility Loan Documents).PLEASE READ AND FOLLOW THE BELOW INSTRUCTIONS CAREFULLY. IF YOU CHOOSE TO OPT-OUT OF THE THIRD PARTY RELEASE, YOU MUST SUBMIT YOUR OPT-OUT FORM SO THAT IT IS ACTUALLY RECEIVED BY THE NOTICING AGENT BY THE OPT-OUT DEADLINE. IF THE OPT-OUT FORM IS NOT COMPLETED, SIGNED, AND ACTUALLY RECEIVED BY THE NOTICING AGENT PRIOR TO THE EXPIRATION OF THE OPT-OUT DEADLINE, THEN THE OPT-OUT ELECTION TRANSMITTED BY THE OPT-OUT FORM WILL NOT BE COUNTED, AND YOU WILL BE DEEMED TO GRANT THE THIRD PARTY RELEASE. OPT-OUT DEADLINE To opt-out of granting the Third Party Release, you must complete, sign and return the Opt-Out Form to the Noticing Agent so that it is actually received by the Noticing Agent by no later than the Opt-Out Deadline. Opt-Out Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time) DELIVER OPT-OUT FORM BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219 If your Opt-Out Form is not received by the Noticing Agent on or before the Opt-Out Deadline, and such deadline is not extended, you will be deemed to grant the Third Party Release. Opt-Out Forms received by facsimile or other means of electronic submission will not be counted. You may wish to seek legal or other professional advice concerning the Plan as well as classification of your Claim or Interest.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § DEBTORS. § Jointly Administered PLAN ARTICLE VIII.D OPT-OUT FORM By checking the box below and signing this Opt-Out Form, the undersigned exercises its option to opt-out of the releases in favor of the Released Parties set forth in Article VIII.D of the Plan.  The undersigned hereby OPTS-OUT of the releases in favor of the Released Parties set forth in Article VIII.D of the Plan. _____________________________________________ Date _____________________________________________ Name of Holder of Claim or Interest (Print or Type) _____________________________________________ Signature _____________________________________________ Name and Title of Authorized Agent (Print or Type) 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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_____________________________________________ Address _____________________________________________ City, State, Zip _____________________________________________ Telephone / Email Address Completed and signed Opt-Out Forms must be actually received by Donlin, Recano & Company, Inc., the Noticing Agent, by no later than the Opt-Out Deadline. Opt-Out Deadline: March 10, 2021 at 4:00 p.m. (prevailing Central Time) DELIVER OPT-OUT FORM BY OVERNIGHT CARRIER, UNITED STATES POSTAL SERVICE, OR HAND DELIVERY TO: Donlin, Recano & Company, Inc. Re: Studio Movie Grill Holdings, LLC, et al. 6201 15th Avenue Brooklyn, NY 11219

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Financial Projections Notes 2019A 2021 F 2022 F 2023 F Income Statement Revenue $ 2 46,988,086 $ 104,297,827 $ 185,724,394 $ 195,459,071Location Count (1) 3 4 21 21 21as % of 2019 Total 42% 75% 79% as % of 2019 (Same Store Sales) 0% 0% 0% Direct Labor 4 8,942,997 16,605,568 28,758,118 30,228,953COGS 8 3,417,527 30,795,089 61,660,359 66,590,834Controllable Expenses 2 2,103,532 11,713,869 14,583,135 14,743,800Management Salaries 1 3,378,908 7,318,143 8,212,214 8,414,722Profit After Controllable Expenses 7 9,145,122 37,865,157 72,510,568 75,480,761SGA 1 1,659,283 8,987,381 10,593,616 10,929,435Occupancy 3 2,279,931 15,664,776 21,507,092 22,406,129Theater Level Cash Flow 3 5,205,908 13,213,000 40,409,860 42,145,197Corporate Payroll 9 ,075,221 5,527,711 6,317,384 6,633,253Corporate Expenses 3 ,679,313 2,060,114 2,060,114 2,060,114Total Corporate OH 1 2,754,534 7,587,825 8,377,498 8,693,367EBITDA 2 2,451,374 5,625,175 32,032,362 33,451,830

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Cash Uses At Notes Emergence(2) 2021 F 2022 F 2023 F Cash Flow EBITDA 5,625,175 32,032,362 33,451,830EBITDA Q1 losses already funded by DIP Loan (3) 5,240,687Total Capital Expenditures ("Capex") (4) (1,775,822) (1,575,000) (1,575,000)Working Capital (5) (1,250,000) (1,250,000)Operating CF after capex and est. working capital need (1,250,000) 2,599,353 30,457,362 31,876,830Cures & Related (6) (3,485,727) (516,667) (300,000) (300,000)Tax Claims (7) - (1,204,226) (1,321,590) (511,274)Other Claims Estimated to be Paid (8) (86,308) - - -Other Bankruptcy-Related Costs (9) (2,509,408) (1,571,760) (284,103) -Post-Emerge Costs (10) (1,000,000) (687,500) - -Total Bankruptcy-related CF (7,081,443) (3,980,153) (1,905,693) (811,274)Interest (LIBOR+800) 8.3% (2,426,752) (1,262,764) ( 16,831)Unused Line Fee 1.0% (102,203) (348,043) ( 497,975)Addback interest (PIK for 2021, 2022) 2,528,955 1,610,807 - Pay previously PIK'd interest - - - ( 4,139,762)Total Financing-related CF - - - ( 4,654,568)Net Cash Flow (8,331,443) (1,380,799) 28,551,669 26,410,9882021 F 2022 F 2023 F Balance Sheet - Exit Facility and Cash Exit Facility Beginning Balance(11) 50,000,000 2 5,000,000 25,000,000 29,471,555 919,886Borrow / (Repay) 8 ,331,443 4,471,555 (28,551,669) (919,886)Ending Balance 3 3,331,443 29,471,555 919,886 -Ending Cash Balance - - - 25,491,102Notes: (1) Location count as of Feb 9, 2021 (2) Includes working capital required at emergence as well as payments due at emergence or shortly thereafter(3) Addback Q1'21 losses already funded by Debtor-in-Possession ("DIP") loan prior to emergence(4) Includes regular capex and also estimated net capex for development stores; forecasted capex builds over time mirroring improving performance(5) Management estimate of typical working capital need to operate business and for potential changes in working capital, including rent due on April 1(6) Includes lease cures, certain liens, and other contract cures(7) Includes real estate, personal property, franchise, and prepetition sales taxes, paid over 2.5 - 5 years allowed by the bankruptcy code. (8) Management estimate for General Unsecured Claims convenience claims(9) Includes Key Employee Incentive Plan payments, Q1'21 US Trustee fees (due early Q2) lease negotiation fees and other professionals(10) Post-emergence debtor professionals, accounting and audit costs

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Global Comments regarding Financial Projections ASSUMPTIONS ARE MANAGEMENT’S CURRENT ESTIMATE OF SALES AND EXPENSESGIVEN THE NATURE OF THE DINE-IN THEATER BUSINESS AT THIS TIME, THESE PROJECTIONS ARE SUBJECT TO MATERIAL CHANGESALES ARE DEPENDENT ON CONTENT FROM STUDIOS, GOVERNMENT REGULATIONS INCLUDING BUT NOT LIMITED TO ANY MANDATORY SHUT DOWNS, THE OVERALL ECONOMIC ENVIRONMENT, AND THE GLOBAL PANDEMIC DEBTORS HAVE NOT YET COMPLETED NEGOTIATIONS WITH CERTAIN CONTRACT PARTIES, ESTIMATED CURES ARE MANAGEMENT’S CURRENT ESTIMATE BUT CAN CHANGE MATERIALLY BASED ON THE OUTCOME OF THESE ON-GOING NEGOTIATIONSCASH SOURCES AND USES ARE FROM ANNUAL RESULTS, AND MATERIAL CASH FLUCTUATIONS COULD OCCUR INTRA-PERIODList of Included Locations Other Assumptions 1. Arlington (Highlands), Texas - Unless otherwise noted, financials are forecasted top-down, driven by attendance and Per Person Average ("PPA"),2. Arlington (Lincoln Square), Texas revenue as well as variable and fixed expenses, all using 2019 performance as the base level assumption3. Atlanta (Northpoint), Georgia (under development) - Attendance is forecasted as a percent of 2019 actual attendance4. Bakersfield, California Management Case Attendance Assumption5. Dallas (Royal Lane), Texas Q1 2021 20% 2022 100% 6. Dallas (Spring Valley), Texas Q2 2021 40% 2023 100% 7. Duluth, Georgia Q3 2021 60% 8. Houston (City Centre), Texas Q4 2021 105% 9. Houston (Pearland), Texas 10. Indianapolis (College Park), Indiana - Revenue is forecasted using the 2019 sales mix (Ticket and Food & Beverage), and PPA by location11. Marietta, Georgia - Labor Efficiency of 15% relative to 2019 performance is assumed in all periods related to 12. Orlando (Sunset Walk), Florida new staffing matrix and technology enhancements 13. Plano, Texas - SG&A & COGS are in line with historical trends,14. Rocklin, California with the exception of Technology Expense which is a decreased due to recent contract negotiations 15. Seminole, Florida - Occupancy reflects recently negotiated terms with each landlord as applicable,16. Simi Valley, California or likely terms for leases with on-going negotiations17. Tampa, Florida - Corporate payroll is forecasted bottom up based on forecasted portfolio of locations,18. The Colony, Texas and expense guidance provided by management 19. Tyler, Texas - Corporate payroll is forecasted bottom up based on forecasted portfolio of locations,20. Upper Darby, Pennsylvania and expense guidance was provided by management

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ources of Funds Unaudited Orderly Forced Book % Liquidation % Liquidation ssets Value Gross Recovery Gross Recovery Note ash Balances as of Nov 25, 2020 unless otherwise noted; December 30, 2020 books and records not yet closed as it is fiscal year-endDrawer Cash 75,073 100% 75,073 100% 75,073 Dec 30, 2020 actual book balance; amt by entity is est. Store Depository / Bank Cash 796,339 100% 796,339 100% 796,339 Jan 29, 2021 actual book balanceJan 29, 2021 actual book balance; credit card processor requirement; assume any Restricted / Other Cash 250,000 100% 250,000 100% 250,000 offset covered by existing amts due by CC processorccounts Receivable (gross) Regular (current) 17,645 80% 14,116 50% 8,822 Typical range used for borrowing bases, not ID'd by location; includes A/R for special At risk (past due) 11,763 10% 1,176 5% 588 events Screenvison receivable & CNA Premium Refund (assume amts > remainder of unpaid Other 688,704 50% 344,352 40% 275,482 premium returned) otal Receivables 718,112 50% 359,644 40% 284,892 ventories Inventory - Food & Beverage 981,143 25% 245,286 15% 147,171 Lower recovery estimate given perishable nature of goodsInventory - Spare bulbs & other 286,986 50% 147,359 25% 71,747 Higher recovery value as not perishable productsotal Inventories 1,268,129 31% 392,645 17% 218,918 repaid, Deposits, Other $1.1M is prepaid insurance but with offsetting accrual liability; assume all prepaids Prepaid Expenses 1,592,003 0% 0 0% 0 collapse against any amounts owed or otherwise claimed$9.2M is T.I. Receivable assume not paid in liquidation; $1.2M is Prof Fee Escrow Other Assets 11,263,205 0% 0 0% 0 assumed applied against amounts owed as applicable; balance is other depositsotal Current & Other Assets 15,962,861 12% 1,873,701 10% 1,625,222ixed Assets, at Cost Furniture & Fixtures 6,040,531 10% 556,541 5% 302,027 Estimate assuming hard asset liquidation as opposed to sale of leases and locations as Projection, AV Equipment 28,480,561 5% 1,357,529 2.5% 712,014 potential going concerns which may yield higher recoveries; except for certain, Kitchen/Restaurant Equipment 17,066,671 5% 693,626 2.5% 426,667 specific locations, recovery is a global assumption against theater book valuesTheater Furn & Fixtures 23,617,606 5% 1,010,848 2.5% 590,440Computer Equip & Software 18,638,888 5% 808,019 2.5% 465,972Other equipment 7,275,804 5% 312,580 2.5% 181,895 Leasehold Improvements 138,393,028 0% 0 0% 0 No value in liquidationCapitalized Labor 5,676,718 0% 0 0% 0 No value in liquidationConstruction in Process 39,145,742 0% 0 0% 0 No value in liquidationAccumulated Depreciation (117,592,116) 0% 0 0% 0 N/A otal Fixed Assets 166,743,432 3% 4,739,142 2% 2,679,015 Avg of $140K - $70K / theater x 34 active / inactive theaters = $4.8 - $2.4Mther Assets Goodwill & Intangibles 33,441,198 1% 307,372 0% 0 Assume some value in brand may existOther - Liquor Licenses 752,758 100% 752,758 75% 564,568 Est of monetizable liquor licenses per feedback from paralegal / brokerotal Other Assets 34,193,956 3% 1,060,130 2% 564,568 otal Assets / Available to Pay Debts 216,900,249 4% 7,672,973 2% 4,868,805ses of Funds Unaudited Orderly Forced Book Liquidation Liquidation iabilities Value Gross Recovery Gross Recovery Note vailable to Pay Debts 7,672,973 4,868,805 iquidation Administrative Costs Professional Fees (300,000) (250,000) Trustee atty, Final Tax Prep, etc. (600 / 500 hrs x $500/hr)Wind-down staff (100,000) (100,000) 3 1099 ees x 3 mos to assist with final books and recordsCorp office rent, other (186,000) (124,000) Office location x 3 months or 2 monthsCRO, Chapter 7 Trustee Fees 3% (230,189) (146,064) Estimate as a % of assets available to pay debtsGiven that certain entities have no asset to pay even min UST fees, a global 1% US Trustee Fees 1% (76,730) (48,688) assumption is used rather than UST ScheduleCommissions on liquidation of equipment 15% (710,871) (401,852) Equipment liquidator and any staff required to assistotal Liquidation Costs (1,603,790) (1,070,604) vailable Funds after Liquidation Costs 6,069,183 3,798,201ACA Claims Total PACA claims 143,100 100% (143,100) 100% (143,100) vailable Funds after PACA for Secured Claims 5,926,083 3,655,101cured Claims DIP Loan Drawn 15,500,000 DIP loan drawn as of 1/30/21 DIP Rollup 47,800,000 2 x $22.8M DIP commitment + $2.2M prefundingBalance as of the petition date less rollup and prefunding amounts included above; Prepetition Secured Loan 58,388,122 excl add'l accrued interestTotal Secured Debt 121,688,122 5% (5,926,083) 3% (3,655,101)Available for Priority 0 0 riority & Admin Claims 503(b)(9) Claims 1,910 Per claims register 2/1/2021 Contract rent for Nov'20, Dec'20,Jan'21, Feb'21 vs deal rent paid for same period, if Rent payable 3,647,011 applicable Priority Tax Claims - Sales Taxes 1,747,217 Sales taxes Other Priority Tax Claims 2,141,938 Real and PP Taxes, Franchise TaxesPriority Wage / Related Claims 215,299 Est Payroll + Taxes for 1.5 weeks (employees paid 2 weeks in arrears)Post-petition A/P 138,670 1 week for food vendors, studio pmts, other miscPost-petition prof fees 0 Assume unpaid Prof Fees paid from escrowEmployee Claims 488,477 Accrued Vacation and related otal Priority Claims 8,380,521 0% 0 0% 0 Available for Trade and Other Unsecured 0 0 nsecured Claims Accounts Payable 30,534,395 $2.6M is est. gift card liability; portion of remaining relates to insurance payable Other unsecured liabilities 4,330,373 (offsetting asset); Landlord Claims 67,790,192 502(b)(6) rejection claim estimate + prepetition unpaid rentsOther - executory contract, etc. unknown otal Unsecured Claims 102,654,960 0% 0 0% 0 vailable for Equity 0 0

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Holdings, LLC LLC Studio Club IV, LLC Studio Club, LLC LLC 3, LLC 4, LLC 6, LLC XV, LLC VII, LLC XVIII, LLCLiquor License & Liquor License & General Partner, 1% General Partner, 1% General Partner, 1% General Partner, 1% Holding Company Operating Company Inventory Inventory holder of other LLC holder of other LLC holder of other LLC holder of other LLC EpiCentre Lewisville Arena Grandources of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 0 0 0 0 0 0 0 0 0 0 0 Store Depository / Bank Cash 796,339 0 0 0 0 0 0 0 0 0 0 Restricted / Other Cash 250,000 0 0 0 0 0 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 14,116 0 0 0 0 0 0 0 0 0 0 At risk (past due) 1,176 0 0 0 0 0 0 0 0 0 0 Other 344,352 0 0 0 0 0 0 0 0 0 0 otal Receivables 359,644 0 0 0 0 0 0 0 0 0 0 ventories Inventory - Food & Beverage 0 0 0 0 0 0 0 0 0 0 0 Inventory - Spare bulbs & other 0 216 0 0 0 0 0 0 3,574 5,214 0otal Inventories 0 216 0 0 0 0 0 0 3,574 5,214 0 repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 0 0 0 0 0 0 Other Assets 0 0 0 0 0 0 0 0 0 0 0 otal Current & Other Assets 1,405,983 216 0 0 0 0 0 0 3,574 5,214 0ixed Assets, at Cost Furniture & Fixtures 0 10,565 0 0 0 0 0 0 3,772 414 0 Projection, AV Equipment 0 1,400 0 0 0 0 0 0 19,988 27,375 0Kitchen/Restaurant Equipment 0 0 0 0 0 0 0 0 11,589 6,617 0 Theater Furn & Fixtures 0 189 0 0 0 0 0 0 16,732 7,537 0 Computer Equip & Software 0 258,436 0 0 0 0 0 0 14,492 10,025 0Other equipment 39,134 0 0 0 0 0 0 0 5,508 3,421 0 Leasehold Improvements 0 0 0 0 0 0 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 0 0 0 0 0 0 Construction in Process 0 0 0 0 0 0 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 0 0 0 0 0 0 otal Fixed Assets 39,134 270,589 0 0 0 0 0 0 72,083 55,389 0ther Assets Goodwill & Intangibles 299,679 1,685 0 0 0 0 0 0 0 0 0 Other - Liquor Licenses 0 0 0 0 0 0 0 0 0 0 0 otal Other Assets 299,679 1,685 0 0 0 0 0 0 0 0 0 otal Assets / Available to Pay Debts 1,744,797 272,490 0 0 0 0 0 0 75,657 60,603 0ses of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationiabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 1,744,797 272,490 0 0 0 0 0 0 75,657 60,603 0iquidation Administrative Costs Professional Fees (300,000) 0 0 0 0 0 0 0 0 0 0 Wind-down staff (100,000) 0 0 0 0 0 0 0 0 0 0 Corp office rent, other 0 (186,000) 0 0 0 0 0 0 0 0 0 CRO, Chapter 7 Trustee Fees (230,189) 0 0 0 0 0 0 0 0 0 0 US Trustee Fees (17,448) (2,725) 0 0 0 0 0 0 (757) (606) 0 Commissions on liquidation of equipment (5,870) (40,588) 0 0 0 0 0 0 (10,812) (8,308) 0otal Liquidation Costs (653,507) (229,313) 0 0 0 0 0 0 (11,569) (8,914) 0vailable Funds after Liquidation Costs 1,091,289 43,176 0 0 0 0 0 0 64,088 51,689 0ACA Claims Total PACA claims (143,100) 0 0 0 0 0 0 0 0 0 0 vailable Funds after PACA for Secured Claims 948,189 43,176 0 0 0 0 0 0 64,088 51,689 0cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt (948,189) (43,176) 0 0 0 0 0 0 (64,088) (51,689) 0Available for Priority 0 0 0 0 0 0 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 1,183 0 0 0 0 0 0 0 0 0 0 Rent payable 0 0 0 0 0 0 0 0 0 0 0 Priority Tax Claims - Sales Taxes 0 18,364 0 0 0 0 0 0 16,777 12,015 0Other Priority Tax Claims 136,827 13,331 0 0 0 0 0 0 6,629 27,070 0Priority Wage / Related Claims 0 67,214 0 0 0 0 0 0 0 0 0 Post-petition A/P 138,670 0 0 0 0 0 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 0 0 0 0 0 0 Employee Claims 100,000 234,660 0 0 0 0 0 0 10,790 8,531 0 otal Priority Claims 0 0 0 0 0 0 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 0 0 0 0 0 0nsecured Claims Accounts Payable 12,479,308 2,498,567 0 0 0 0 0 0 107,739 468,269 0Other unsecured liabilities 0 4,330,373 0 0 0 0 0 0 0 0 0 Landlord Claims 0 617,229 0 0 0 0 0 0 1,303,825 421,000 0 Other - executory contract, etc. unknown unknown unknown unknown unknown unknown unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 0 0 0 0 0 0 vailable for Equity 0 0 0 0 0 0 0 0 0 0 0

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XXIX, LLC XLIII, LLC XXXIV, LLC XXXIX, LLC XLII, LLC XXXIII, LLC XXIII, LLC XLIV, LLC I, Ltd. III, Ltd. IV, Ltd. Wiregrass (Wesley SMG Northpoint & College Station Willow Grove Aliana Citrus Heights Falls Church Chapel) Pearland Chisholm Trail Ranch Plano Arlington Highlands Copperfieldources of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 0 0 0 0 0 0 6,583 0 2,593 10,932 0 Store Depository / Bank Cash 0 0 0 0 0 0 0 0 0 0 0 Restricted / Other Cash 0 0 0 0 0 0 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 0 0 0 0 0 0 0 0 0 0 0 At risk (past due) 0 0 0 0 0 0 0 0 0 0 0 Other 0 0 0 0 0 0 0 0 0 0 0 otal Receivables 0 0 0 0 0 0 0 0 0 0 0 ventories Inventory - Food & Beverage 0 0 0 0 0 0 6,682 2,952 6,682 4,021 7,870Inventory - Spare bulbs & other 0 0 0 0 0 0 2,336 0 0 9,819 7,558otal Inventories 0 0 0 0 0 0 9,018 2,952 6,682 13,840 15,428repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 0 0 0 0 0 0 Other Assets 0 0 0 0 0 0 0 0 0 0 0 otal Current & Other Assets 0 0 0 0 0 0 15,601 2,952 9,275 24,773 15,428ixed Assets, at Cost Furniture & Fixtures 0 0 0 0 0 0 14,408 35,089 4,536 5,408 10,742Projection, AV Equipment 0 0 0 0 0 0 71,390 7,845 44,873 31,974 22,292Kitchen/Restaurant Equipment 0 0 0 0 0 0 29,834 21,050 26,275 10,471 11,106Theater Furn & Fixtures 0 0 0 0 0 0 41,241 38,577 54,321 23,300 24,264Computer Equip & Software 0 0 0 0 0 0 17,904 6,567 27,357 17,401 7,276Other equipment 0 0 0 0 0 0 3,645 11,144 8,477 7,626 10,796 Leasehold Improvements 0 0 0 0 0 0 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 0 0 0 0 0 0 Construction in Process 0 0 0 0 0 0 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 0 0 0 0 0 0 otal Fixed Assets 0 0 0 0 0 0 178,420 120,273 165,839 96,178 86,476ther Assets Goodwill & Intangibles 0 3,734 0 0 0 0 0 0 0 0 0 Other - Liquor Licenses 0 300,000 0 28,758 0 0 0 0 0 0 0 otal Other Assets 0 303,734 0 28,758 0 0 0 0 0 0 0 otal Assets / Available to Pay Debts 0 303,734 0 28,758 0 0 194,021 123,225 175,114 120,951 101,904ses of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationiabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 0 303,734 0 28,758 0 0 194,021 123,225 175,114 120,951 101,904iquidation Administrative Costs Professional Fees 0 0 0 0 0 0 0 0 0 0 0 Wind-down staff 0 0 0 0 0 0 0 0 0 0 0 Corp office rent, other 0 0 0 0 0 0 0 0 0 0 0 CRO, Chapter 7 Trustee Fees 0 0 0 0 0 0 0 0 0 0 0 US Trustee Fees 0 (3,037) 0 (288) 0 0 (1,940) (1,232) (1,751) (1,210) (1,019)Commissions on liquidation of equipment 0 0 0 0 0 0 (26,763) (18,041) (24,876) (14,427) (12,971)otal Liquidation Costs 0 (3,037) 0 (288) 0 0 (28,703) (19,273) (26,627) (15,636) (13,990)vailable Funds after Liquidation Costs 0 300,697 0 28,470 0 0 165,318 103,952 148,487 105,315 87,913ACA Claims Total PACA claims 0 0 0 0 0 0 0 0 0 0 0 vailable Funds after PACA for Secured Claims 0 300,697 0 28,470 0 0 165,318 103,952 148,487 105,315 87,913cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt 0 (300,697) 0 (28,470) 0 0 (165,318) (103,952) (148,487) (105,315) (87,913)Available for Priority 0 0 0 0 0 0 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 0 0 0 0 0 0 0 0 0 0 0 Rent payable 0 0 0 0 0 0 144,000 0 232,507 212,180 0 Priority Tax Claims - Sales Taxes 0 0 0 0 0 0 88,102 1,047 34,353 60,156 24,599Other Priority Tax Claims 0 0 0 0 0 0 325,386 0 36,371 29,311 11,619Priority Wage / Related Claims 0 0 0 0 0 0 7,894 5,096 6,102 6,146 0Post-petition A/P 0 0 0 0 0 0 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 0 0 0 0 0 0 Employee Claims 0 0 0 0 0 0 0 59 8,527 5,682 4,828 otal Priority Claims 0 0 0 0 0 0 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 0 0 0 0 0 0nsecured Claims Accounts Payable 32,429 157,947 51,638 3,524,455 24,148 0 1,675,956 2,023,761 103,465 139,994 47,286Other unsecured liabilities 0 0 0 0 0 0 0 0 0 0 0 Landlord Claims 0 2,729,600 0 0 0 0 4,298,992 3,158,798 1,770,430 2,041,269 682,794Other - executory contract, etc. unknown unknown unknown unknown unknown unknown unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 0 0 0 0 0 0 vailable for Equity 0 0 0 0 0 0 0 0 0 0 0

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IX, LLC VI, Ltd. X, LLC XII, LLC XIII, LLC XIV, LLC XIX, LLC XL, LLC XLV, LLC XVI, LLC XVII, LLCDallas Royal Lane City Centre Scottsdale Holcomb Bridge Wheaton Duluth SMG Simi Valley Glendale Hampton Spring Valley College Parkources of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 2,762 6,854 0 0 2,850 4,762 2,725 0 0 3,221 0 Store Depository / Bank Cash 0 0 0 0 0 0 0 0 0 0 0 Restricted / Other Cash 0 0 0 0 0 0 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 0 0 0 0 0 0 0 0 0 0 0 At risk (past due) 0 0 0 0 0 0 0 0 0 0 0 Other 0 0 0 0 0 0 0 0 0 0 0 otal Receivables 0 0 0 0 0 0 0 0 0 0 0 ventories Inventory - Food & Beverage 3,767 8,480 9,241 7,463 6,891 11,795 7,489 12,615 0 5,163 10,415Inventory - Spare bulbs & other 6,740 14,960 7,006 3,479 596 4,249 5,891 0 4,218 5,233 5,901otal Inventories 10,506 23,440 16,247 10,942 7,487 16,044 13,380 12,615 4,218 10,396 16,315repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 0 0 0 0 0 0 Other Assets 0 0 0 0 0 0 0 0 0 0 0 otal Current & Other Assets 13,269 30,294 16,247 10,942 10,337 20,806 16,105 12,615 4,218 13,617 16,315ixed Assets, at Cost Furniture & Fixtures 12,934 16,952 18,292 11,071 6,731 6,568 15,486 22,033 364 33,762 7,414Projection, AV Equipment 17,064 36,314 70,992 23,853 27,643 43,893 68,589 4,554 442 62,488 73,928Kitchen/Restaurant Equipment 12,569 10,743 24,099 12,847 23,233 28,329 30,857 17,838 2,396 26,265 23,595Theater Furn & Fixtures 19,159 20,020 37,049 18,577 25,796 35,795 24,190 29,971 110 118,254 53,943Computer Equip & Software 21,123 9,223 15,293 8,754 13,517 15,094 19,876 56,431 12,062 17,981 17,808Other equipment 10,658 5,006 9,618 4,331 6,454 6,423 9,428 17,404 4,419 11,092 9,976Leasehold Improvements 0 0 0 0 0 0 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 0 0 0 0 0 0 Construction in Process 0 0 0 0 0 0 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 0 0 0 0 0 0 otal Fixed Assets 93,507 98,259 175,344 79,433 103,373 136,102 168,427 148,231 19,794 269,843 186,664ther Assets Goodwill & Intangibles 0 0 0 0 0 0 138 0 0 0 0 Other - Liquor Licenses 0 0 0 0 0 0 20,000 60,000 0 0 0 otal Other Assets 0 0 0 0 0 0 20,138 60,000 0 0 0 otal Assets / Available to Pay Debts 106,776 128,553 191,592 90,375 113,710 156,908 204,670 220,847 24,012 283,460 202,979ses of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationiabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 106,776 128,553 191,592 90,375 113,710 156,908 204,670 220,847 24,012 283,460 202,979iquidation Administrative Costs Professional Fees 0 0 0 0 0 0 0 0 0 0 0 Wind-down staff 0 0 0 0 0 0 0 0 0 0 0 Corp office rent, other 0 0 0 0 0 0 0 0 0 0 0 CRO, Chapter 7 Trustee Fees 0 0 0 0 0 0 0 0 0 0 0 US Trustee Fees (1,068) (1,286) (1,916) (904) (1,137) (1,569) (2,047) (2,208) (240) (2,835) (2,030)Commissions on liquidation of equipment (14,026) (14,739) (26,302) (11,915) (15,506) (20,415) (25,264) (22,235) (2,969) (40,476) (28,000)otal Liquidation Costs (15,094) (16,024) (28,218) (12,819) (16,643) (21,984) (27,311) (24,443) (3,209) (43,311) (30,029)vailable Funds after Liquidation Costs 91,682 112,529 163,374 77,556 97,067 134,924 177,360 196,404 20,803 240,149 172,950ACA Claims Total PACA claims 0 0 0 0 0 0 0 0 0 0 0 vailable Funds after PACA for Secured Claims 91,682 112,529 163,374 77,556 97,067 134,924 177,360 196,404 20,803 240,149 172,950cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt (91,682) (112,529) (163,374) (77,556) (97,067) (134,924) (177,360) (196,404) (20,803) (240,149) (172,950)Available for Priority 0 0 0 0 0 0 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 0 0 0 0 0 0 0 0 0 0 0 Rent payable 184,287 274,614 0 0 177,245 206,856 222,573 0 0 315,658 156,923Priority Tax Claims - Sales Taxes 45,822 75,111 36,061 72,500 44,915 70,107 53,963 30,288 37,676 60,490 45,082Other Priority Tax Claims 18,022 12,527 32,915 7,822 0 11,212 11,684 6,035 16,410 37,440 17,306Priority Wage / Related Claims 6,554 7,137 0 6,276 3,155 8,663 7,614 0 0 6,802 0Post-petition A/P 0 0 0 0 0 0 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 0 0 0 0 0 0 Employee Claims 5,046 10,904 7,957 8,421 13,951 7,718 0 0 1,318 9,506 9,499otal Priority Claims 0 0 0 0 0 0 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 0 0 0 0 0 0nsecured Claims Accounts Payable 176,893 177,412 271,826 119,806 74,118 144,940 116,595 525,479 159,798 102,588 147,008Other unsecured liabilities 0 0 0 0 0 0 0 0 0 0 0 Landlord Claims 982,534 1,004,968 921,796 0 1,393,453 1,679,405 1,442,655 1,523,360 1,233,010 1,931,769 643,903Other - executory contract, etc. unknown unknown unknown unknown unknown unknown unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 0 0 0 0 0 0 vailable for Equity 0 0 0 0 0 0 0 0 0 0 0

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XX, LLC XXI, LLC XXII, LLC XXIV, LLC XXV, LLC XXVI, LLC XXVII, LLC XXVIII, LLC XXX, LLC XXXI, LLC XXXII, LLCArlington Lincoln SMG Rocklin Northwest Highway Tyler Tampa (Univ Mall) Upper Darby Chatham The Colony Colleyville Sunset Walk Square Prosperity Villageources of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 3,618 0 4,674 3,502 0 0 4,167 0 3,606 2,850 0 Store Depository / Bank Cash 0 0 0 0 0 0 0 0 0 0 0 Restricted / Other Cash 0 0 0 0 0 0 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 0 0 0 0 0 0 0 0 0 0 0 At risk (past due) 0 0 0 0 0 0 0 0 0 0 0 Other 0 0 0 0 0 0 0 0 0 0 0 otal Receivables 0 0 0 0 0 0 0 0 0 0 0 ventories Inventory - Food & Beverage 10,676 6,044 6,239 4,654 7,734 10,257 5,611 1,857 8,569 3,530 12,023Inventory - Spare bulbs & other 3,900 9,373 5,238 0 2,213 16,685 0 4,116 0 3,126 0otal Inventories 14,576 15,418 11,477 4,654 9,947 26,942 5,611 5,973 8,569 6,656 12,023repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 0 0 0 0 0 0 Other Assets 0 0 0 0 0 0 0 0 0 0 0 otal Current & Other Assets 18,194 15,418 16,151 8,157 9,947 26,942 9,778 5,973 12,174 9,506 12,023ixed Assets, at Cost Furniture & Fixtures 33,028 0 4,491 12,576 7,214 23,820 11,478 6,512 41,398 31,410 46,785Projection, AV Equipment 70,674 0 66,892 11,169 51,230 45,640 49,636 63,950 10,291 96,305 10,460Kitchen/Restaurant Equipment 42,229 0 30,207 37,466 28,731 22,119 30,566 16,410 35,920 29,110 28,067Theater Furn & Fixtures 34,040 0 37,228 33,651 18,389 40,396 30,983 7,192 52,443 42,844 51,436Computer Equip & Software 20,448 0 19,395 22,516 22,787 24,668 17,837 14,841 22,479 17,639 8,756Other equipment 9,579 0 9,050 10,232 15,635 8,964 4,928 8,145 13,296 8,128 14,859Leasehold Improvements 0 0 0 0 0 0 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 0 0 0 0 0 0 Construction in Process 0 0 0 0 0 0 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 0 0 0 0 0 0 otal Fixed Assets 209,998 0 167,263 127,610 143,985 165,608 145,428 117,050 175,828 225,435 160,364ther Assets Goodwill & Intangibles 899 0 0 0 900 0 0 0 0 1 0 Other - Liquor Licenses 100,000 0 0 0 100,000 0 0 0 0 0 0 otal Other Assets 100,899 0 0 0 100,900 0 0 0 0 1 0 otal Assets / Available to Pay Debts 329,092 15,418 183,414 135,766 254,833 192,549 155,206 123,023 188,002 234,942 172,388ses of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationiabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 329,092 15,418 183,414 135,766 254,833 192,549 155,206 123,023 188,002 234,942 172,388iquidation Administrative Costs Professional Fees 0 0 0 0 0 0 0 0 0 0 0 Wind-down staff 0 0 0 0 0 0 0 0 0 0 0 Corp office rent, other 0 0 0 0 0 0 0 0 0 0 0 CRO, Chapter 7 Trustee Fees 0 0 0 0 0 0 0 0 0 0 0 US Trustee Fees (3,291) (154) (1,834) (1,358) (2,548) (1,925) (1,552) (1,230) (1,880) (2,349) (1,724)Commissions on liquidation of equipment (31,500) 0 (25,089) (19,141) (21,598) (24,841) (21,814) (17,558) (26,374) (33,815) (24,055)otal Liquidation Costs (34,791) (154) (26,924) (20,499) (24,146) (26,767) (23,366) (18,788) (28,254) (36,165) (25,779)vailable Funds after Liquidation Costs 294,301 15,264 156,491 115,267 230,686 165,783 131,840 104,235 159,748 198,777 146,609ACA Claims Total PACA claims 0 0 0 0 0 0 0 0 0 0 0 vailable Funds after PACA for Secured Claims 294,301 15,264 156,491 115,267 230,686 165,783 131,840 104,235 159,748 198,777 146,609cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt (294,301) (15,264) (156,491) (115,267) (230,686) (165,783) (131,840) (104,235) (159,748) (198,777) (146,609)Available for Priority 0 0 0 0 0 0 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 0 0 0 0 0 0 0 0 0 0 0 Rent payable 231,003 0 228,239 0 166,667 0 240,744 0 216,367 251,557 0Priority Tax Claims - Sales Taxes 164,178 44,439 83,641 19,243 59,657 33,163 58,892 21,023 9,642 51,240 58,821Other Priority Tax Claims 48,692 298,090 16,130 86,441 4,508 0 19,873 122,800 25,387 40,444 6Priority Wage / Related Claims 7,887 5,829 7,400 5,812 0 0 7,564 0 8,735 5,877 0Post-petition A/P 0 0 0 0 0 0 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 0 0 0 0 0 0 Employee Claims 0 7,456 2,713 0 4,982 147 9,491 1 71 0 13,771otal Priority Claims 0 0 0 0 0 0 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 0 0 0 0 0 0nsecured Claims Accounts Payable 291,337 335,739 119,795 245,947 500,106 377,250 221,400 150,741 533,859 0 896,958Other unsecured liabilities 0 0 0 0 0 0 0 0 0 0 0 Landlord Claims 1,091,774 2,817,493 1,433,668 1,666,362 904,072 2,562,076 1,669,412 881,795 2,403,515 1,877,208 2,811,225Other - executory contract, etc. unknown unknown unknown unknown unknown unknown unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 0 0 0 0 0 0 vailable for Equity 0 0 0 0 0 0 0 0 0 0 0

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XXXV, LLC XXXVI, LLC XXXVII, LLC XXXVIII, LLC XI, LLC L, LLC LI, LLC LII, LLC LIII, LLC LIV, LLC LV, LLCSMG Redlands, Bakersfield * Seminole City Center Monrovia, Downey Marietta Mission, KS Future Location EntityFuture Location EntityFuture Location EntityFuture Location EntityFuture Location EntityFuture Location Entityources of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 3,401 3,118 0 2,854 0 0 0 0 0 0 0 Store Depository / Bank Cash 0 0 0 0 0 0 0 0 0 0 0 Restricted / Other Cash 0 0 0 0 0 0 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 0 0 0 0 0 0 0 0 0 0 0 At risk (past due) 0 0 0 0 0 0 0 0 0 0 0 Other 0 0 0 0 0 0 0 0 0 0 0 otal Receivables 0 0 0 0 0 0 0 0 0 0 0 ventories Inventory - Food & Beverage 10,272 6,345 32,797 7,152 0 0 0 0 0 0 0Inventory - Spare bulbs & other 0 0 15,717 0 0 0 0 0 0 0 0 otal Inventories 10,272 6,345 48,514 7,152 0 0 0 0 0 0 0 repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 0 0 0 0 0 0 Other Assets 0 0 0 0 0 0 0 0 0 0 0 otal Current & Other Assets 13,672 9,463 48,514 10,006 0 0 0 0 0 0 0ixed Assets, at Cost Furniture & Fixtures 0 55,522 0 45,767 0 0 0 0 0 0 0 Projection, AV Equipment 80,660 72,070 0 71,654 0 0 0 0 0 0 0Kitchen/Restaurant Equipment 0 31,046 0 32,041 0 0 0 0 0 0 0Theater Furn & Fixtures 0 35,604 0 37,619 0 0 0 0 0 0 0 Computer Equip & Software 0 25,982 0 24,048 0 0 0 0 0 0 0 Other equipment 2,163 11,299 0 11,739 0 0 0 0 0 0 0 Leasehold Improvements 0 0 0 0 0 0 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 0 0 0 0 0 0 Construction in Process 0 0 0 0 0 0 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 0 0 0 0 0 0 otal Fixed Assets 82,823 231,523 0 222,868 0 0 0 0 0 0 0 ther Assets Goodwill & Intangibles 0 0 336 0 0 0 0 0 0 0 0 Other - Liquor Licenses 25,000 0 119,000 0 0 0 0 0 0 0 0 otal Other Assets 25,000 0 119,336 0 0 0 0 0 0 0 0 otal Assets / Available to Pay Debts 121,496 240,986 167,850 232,875 0 0 0 0 0 0 0ses of Funds Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly Orderly OrderlyLiquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidation Liquidationiabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 121,496 240,986 167,850 232,875 0 0 0 0 0 0 0iquidation Administrative Costs Professional Fees 0 0 0 0 0 0 0 0 0 0 0 Wind-down staff 0 0 0 0 0 0 0 0 0 0 0 Corp office rent, other 0 0 0 0 0 0 0 0 0 0 0 CRO, Chapter 7 Trustee Fees 0 0 0 0 0 0 0 0 0 0 0 US Trustee Fees (1,215) (2,410) (1,679) (2,329) 0 0 0 0 0 0 0Commissions on liquidation of equipment (12,423) (34,728) 0 (33,430) 0 0 0 0 0 0 0otal Liquidation Costs (13,638) (37,138) (1,679) (35,759) 0 0 0 0 0 0 0vailable Funds after Liquidation Costs 107,857 203,847 166,172 197,116 0 0 0 0 0 0 0ACA Claims Total PACA claims 0 0 0 0 0 0 0 0 0 0 0 vailable Funds after PACA for Secured Claims 107,857 203,847 166,172 197,116 0 0 0 0 0 0 0cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt (107,857) (203,847) (166,172) (197,116) 0 0 0 0 0 0 0Available for Priority 0 0 0 0 0 0 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 0 0 0 0 0 0 0 0 0 0 0 Rent payable 21,856 163,734 0 0 0 0 0 0 0 0 0 Priority Tax Claims - Sales Taxes 92,012 17,154 129,230 77,453 0 0 0 0 0 0 0Other Priority Tax Claims 17,940 67,953 526,472 109,284 0 0 0 0 0 0 0Priority Wage / Related Claims 9,018 9,067 0 9,456 0 0 0 0 0 0 0Post-petition A/P 0 0 0 0 0 0 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 0 0 0 0 0 0 Employee Claims 1,237 357 531 322 0 0 0 0 0 0 0 otal Priority Claims 0 0 0 0 0 0 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 0 0 0 0 0 0nsecured Claims Accounts Payable 868,683 113,642 404,942 122,570 0 0 0 0 0 0 0Other unsecured liabilities 0 0 0 0 0 0 0 0 0 0 0 Landlord Claims 2,158,077 1,907,760 11,053,661 2,771,305 0 0 0 0 0 0 0Other - executory contract, etc. unknown unknown unknown unknown unknown unknown unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 0 0 0 0 0 0 vailable for Equity 0 0 0 0 0 0 0 0 0 0 0 * Bakersfield: Other Equipment includes smallwares, barware, etc.

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XLI, LLC XLIX, LLC XLVI, LLC XLVII, LLC XLVIII, LLC Future Location EntityFuture Location EntityFuture Location EntityFuture Location EntityFuture Location Entityources of Funds Orderly Orderly Orderly Orderly Orderly Liquidation Liquidation Liquidation Liquidation Liquidation ssets Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryash Drawer Cash 0 0 0 0 0 Store Depository / Bank Cash 0 0 0 0 0 Restricted / Other Cash 0 0 0 0 0 ccounts Receivable (gross) Regular (current) 0 0 0 0 0 At risk (past due) 0 0 0 0 0 Other 0 0 0 0 0 otal Receivables 0 0 0 0 0 ventories Inventory - Food & Beverage 0 0 0 0 0 Inventory - Spare bulbs & other 0 0 0 0 0 otal Inventories 0 0 0 0 0 repaid, Deposits, Other Prepaid Expenses 0 0 0 0 0 Other Assets 0 0 0 0 0 otal Current & Other Assets 0 0 0 0 0 ixed Assets, at Cost Furniture & Fixtures 0 0 0 0 0 Projection, AV Equipment 0 0 0 0 0 Kitchen/Restaurant Equipment 0 0 0 0 0 Theater Furn & Fixtures 0 0 0 0 0 Computer Equip & Software 0 0 0 0 0 Other equipment 0 0 0 0 0 Leasehold Improvements 0 0 0 0 0 Capitalized Labor 0 0 0 0 0 Construction in Process 0 0 0 0 0 Accumulated Depreciation 0 0 0 0 0 otal Fixed Assets 0 0 0 0 0 ther Assets Goodwill & Intangibles 0 0 0 0 0 Other - Liquor Licenses 0 0 0 0 0 otal Other Assets 0 0 0 0 0 otal Assets / Available to Pay Debts 0 0 0 0 0 ses of Funds Orderly Orderly Orderly Orderly Orderly Liquidation Liquidation Liquidation Liquidation Liquidation iabilities Gross RecoveryGross RecoveryGross RecoveryGross RecoveryGross Recoveryvailable to Pay Debts 0 0 0 0 0 iquidation Administrative Costs Professional Fees 0 0 0 0 0 Wind-down staff 0 0 0 0 0 Corp office rent, other 0 0 0 0 0 CRO, Chapter 7 Trustee Fees 0 0 0 0 0 US Trustee Fees 0 0 0 0 0 Commissions on liquidation of equipment 0 0 0 0 0 otal Liquidation Costs 0 0 0 0 0 vailable Funds after Liquidation Costs 0 0 0 0 0 ACA Claims Total PACA claims 0 0 0 0 0 vailable Funds after PACA for Secured Claims 0 0 0 0 0 cured Claims DIP Loan Drawn 15,500,000 15,500,000 15,500,000 15,500,000 15,500,000DIP Rollup 47,800,000 47,800,000 47,800,000 47,800,000 47,800,000Prepetition Secured Loan 58,388,122 58,388,122 58,388,122 58,388,122 58,388,122Total Secured Debt 0 0 0 0 0 Available for Priority 0 0 0 0 0 riority & Admin Claims 503(b)(9) Claims 0 0 0 0 0 Rent payable 0 0 0 0 0 Priority Tax Claims - Sales Taxes 0 0 0 0 0 Other Priority Tax Claims 0 0 0 0 0 Priority Wage / Related Claims 0 0 0 0 0 Post-petition A/P 0 0 0 0 0 Post-petition prof fees 0 0 0 0 0 Employee Claims 0 0 0 0 0 otal Priority Claims 0 0 0 0 0 Available for Trade and Other Unsecured 0 0 0 0 0 nsecured Claims Accounts Payable 0 0 0 0 0 Other unsecured liabilities 0 0 0 0 0 Landlord Claims 0 0 0 0 0 Other - executory contract, etc. unknown unknown unknown unknown unknownotal Unsecured Claims 0 0 0 0 0 vailable for Equity 0 0 0 0 0

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Tenant Inventory - Theatre Computer Restricted Cash Value - Accounts Improvement Food & Inventory - Furnitures and Projection & Kitchen Furniture and Equipment & Other tity Purpose Case # Bank Cash Drawer Cash Cash Life Insurance Receivable Allowance Rec Deposits Prepaid Expenses Beverage Other Supplies Fixtures AV Equipment Equipment Fixtures Software EquipmentUtility and Prof Incl. prepaid Credit Card Fees but insurance but Deposit Est., disputed As of 12/30/20 offsetting liab. offsetting liab. udio Movie Grill Holdings, LLC Holding Company 20-32633 169,118 - 250,000 222,699 38,874 - - - - - - - - - - -ovie Grill Concepts Trademark HoldinOperating Company 20-32646 - - - - - - 3,871,611 1,437,085 - - 105,647 27,992 - 24,440 5,168,719 42,401udio Club IV, LLC Liquor License & Inventory 20-32665 - - - - - - - - - - - - - - - -udio Club, LLC Liquor License & Inventory 20-32692 - - - - - - - - - - - - - - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - - - - - - - - - - - - - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - - - - - - - - - - - - - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - - - - - - - - - - - - - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - - - - - - - - - - - - - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 - - - - - - - - - - - - - - - -ovie Grill Concepts VII, LLC Lewisville 20-32650 - - - - - - - - - - - - - - - -ovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - - - - - - - - - - - - - - -ovie Grill Concepts XXIX, LLC College Station 20-32690 - - - - - - - - - - - - - - - -ovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - - - - - - - - - - - - - - -ovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - - - - - - - - - - - - - - -ovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - - - - - - - - - - - - - - -ovie Grill Concepts XLII, LLC Falls Church 20-32652 - - - - - - - - - - - - - - - -ovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - - - - - - - - - - - - - - -ovie Grill Concepts XXIII, LLC SMG Northpoint & Pearland 20-32686 - 6,583 - - - 4,000,000 - 8,444 26,129 599 144,077 1,427,795 596,683 833,516 358,076 64,187ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - - - - - - - - - - 44,000 50,000 40,845 5,000 3,000ovie Grill Concepts I, Ltd. Plano 20-32666 - 2,593 - - - - 25,000 4,872 25,970 756 45,363 897,460 525,498 1,176,338 547,136 79,619ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 - 10,932 - - - - 59,866 22,082 15,029 1,055 54,075 639,475 209,412 568,303 348,014 50,212ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - - - - - - - - - - 72,000 5,000 - 2,000 3,000ovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 - 2,762 - - - - 20,000 17,080 14,797 269 129,342 341,271 251,381 467,071 422,463 45,622ovie Grill Concepts VI, Ltd. City Centre 20-32674 - 6,854 - - - - 55,505 33,639 33,276 644 169,517 726,279 214,868 454,441 184,464 46,095ovie Grill Concepts X, LLC Scottsdale 20-32659 - - - - - - - - - - - 126,000 - 392,911 2,000 3,000ovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - - - - - - - - - - 126,000 5,000 - 2,000 3,000ovie Grill Concepts XIII, LLC Wheaton 20-32697 - 2,850 - - - - - 4,388 25,900 1,666 67,314 552,851 464,652 612,638 270,345 32,343ovie Grill Concepts XIV, LLC Duluth 20-32680 - 4,762 - - - - 16,320 18,648 45,286 1,893 65,676 877,864 566,580 766,948 301,883 77,413ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 - 2,725 - - - - 690 15,336 29,270 685 154,863 1,371,786 617,150 589,659 397,514 82,708ovie Grill Concepts XL, LLC Glendale 20-32682 - - - - - - - - - - - - 8,000 - 2,000 10,000ovie Grill Concepts XLV, LLC Hampton 20-32699 - - - - - - - - - - - - - - - -ovie Grill Concepts XVI, LLC Spring Valley 20-32656 - 3,221 - - - - - 15,273 20,097 556 337,623 1,249,766 525,293 2,477,284 359,620 109,644ovie Grill Concepts XVII, LLC College Park 20-32685 - - - - - - 10,350 14,242 39,696 1,962 74,135 1,478,565 471,903 1,160,720 356,164 117,647ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 - 3,618 - - - - (11) 10,086 41,772 932 330,277 1,413,485 844,578 832,614 408,956 39,776ovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - - - - - - - - - - - - - - 3,000ovie Grill Concepts XXII, LLC Tyler 20-32673 - 4,674 - - - - - 13,271 24,067 888 44,910 1,337,841 604,135 807,134 387,902 118,424ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 - 3,502 - - - - 23,545 (3,768) 18,046 572 125,757 223,374 749,325 798,657 450,329 78,992ovie Grill Concepts XXV, LLC Upper Darby 20-32687 - - - - - - 11 6,366 30,462 476 72,136 1,024,604 574,614 594,734 455,740 85,746ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - - - - - - - - - - - - - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 - 4,167 - - - - - 787 22,094 349 114,783 992,712 611,312 677,347 356,739 40,880ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - - - - - - - - - - 112,000 5,000 - 2,000 3,000ovie Grill Concepts XXX, LLC Sunset Walk 20-32664 - 3,606 - - - - 20,440 13,347 33,183 1,091 413,985 205,823 718,410 1,205,769 449,574 109,007ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 - 2,850 - - - - 1,300 9,148 13,621 500 314,101 1,926,100 582,191 956,254 352,773 63,175ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 - - - - - - - - - - - - 50,000 35,000 5,000 3,000ovie Grill Concepts XXXV, LLC Bakersfield 20-32667 - 3,401 - - - 645,870 - 10,826 39,816 1,271 - 1,413,194 - - - -ovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 - 3,118 - - - - 6,322 2,572 25,082 298 555,222 1,441,400 620,924 857,142 519,641 80,911ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 - - - - - - - - - - - - - - - -ovie Grill Concepts XXXVIII, LLC Marietta 20-32641 - 2,854 - - - - 13,242 3,807 27,234 1,373 457,672 1,433,077 640,811 910,195 480,970 76,974ovie Grill Concepts XI, LLC Mission, KS 20-32669 - - - - - - - - - - - - - - - -ovie Grill Concepts L, LLC Future Location Entity 20-32661 - - - - - - - - - - - - - - - -ovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - - - - - - - - - - - - - - -ovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - - - - - - - - - - - - - - -ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - - - - - - - - - - - - - - -ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - - - - - - - - - - - - - - -ovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - - - - - - - - - - - - - - -ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 - - - - - - - - - - - - - - - -ovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - - - - - - - - - - - - - - -ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - - - - - - - - - - - - - - -ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 - - - - - - - - - - - - - - - -ovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 - - - - - - - - - - - - - - - -Total 169,118 75,073 250,000 222,699 38,874 4,645,870 4,124,191 1,657,528 550,826 17,835 3,776,476 21,482,715 10,512,720 17,239,960 12,597,022 1,472,777ote: ertain assets were retrieved from closed locations and have either been moved to other locations or are in storage; book values of these assets have not been moved on the books and records yet, but are not believed to be material relative to the overall asset values or of any single locationscept as noted, balances here are based on book values of the Debtors and are not meant to represent market value

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Leasehold Capitalized Accumulated Construction Goodwill & tity Purpose Case # Improvements Legal & Labor Depreciation in Progress Other Assets Intangibles Liquor License Total CommentsEst. Value udio Movie Grill Holdings, LLC Holding Company 20-32633 - - - - - - - 680,691 General corporate assets included above in Trademark Holdingsovie Grill Concepts Trademark HoldinOperating Company 20-32646 635,515 475,266 (5,180,991) - - 28,029,460 - 34,637,144 Includes general corporate assets, including Studio Movie Grill Holdings, LLCudio Club IV, LLC Liquor License & Inventory 20-32665 - - - - - - - - Allocated to store level entityudio Club, LLC Liquor License & Inventory 20-32692 - - - - - - - - Allocated to store level entityGC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - - - - - - - General Partner, 1% holder of other LLCovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - - - - - - - General Partner, 1% holder of other LLCovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - - - - - - - General Partner, 1% holder of other LLCovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - - - - - - - General Partner, 1% holder of other LLCovie Grill Concepts XV, LLC EpiCentre 20-32655 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts VII, LLC Lewisville 20-32650 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXIX, LLC College Station 20-32690 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - - - - - 300,000 300,000 Location closed/rejected as of petition dateovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - - - - - 28,758 28,758 Location closed/rejected as of petition dateovie Grill Concepts XLII, LLC Falls Church 20-32652 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXIII, LLC SMG Northpoint & Pearland 20-32686 3,229,009 161,245 (3,170,193) 3,997,739 - - 11,683,890 Combined assets for Northpoint and Pearlandovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - - - - - 142,845 Location closed as of Jan. 31, 2021ovie Grill Concepts I, Ltd. Plano 20-32666 6,311,312 175,677 (5,713,780) (48,754) - - 4,055,061ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 2,921,328 18,562 (4,158,164) 38,258 - - 798,438ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - - - - - - 82,000 Location closed/rejected as of petition dateovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 2,641,265 36,921 (3,409,249) 45,918 - 83,651 1,110,563ovie Grill Concepts VI, Ltd. City Centre 20-32674 2,763,759 8,434 (3,434,114) 24,080 - - 1,287,741ovie Grill Concepts X, LLC Scottsdale 20-32659 - - - - - - - 523,911 Location closed/rejected as of petition dateovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - - - - - - 136,000 Location closed as of Jan. 31, 2021ovie Grill Concepts XIII, LLC Wheaton 20-32697 4,914,298 - (5,849,503) 9,782 - - - 1,109,524ovie Grill Concepts XIV, LLC Duluth 20-32680 4,689,257 12,561 (4,674,713) 3,483 - - 2,773,860ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 5,317,022 66,636 (4,822,390) (234) 13,800 - 20,000 3,857,221ovie Grill Concepts XL, LLC Glendale 20-32682 - - - - - - 60,000 80,000 Location closed/rejected as of petition dateovie Grill Concepts XLV, LLC Hampton 20-32699 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XVI, LLC Spring Valley 20-32656 4,363,456 - (5,256,822) 346 - - 4,205,357ovie Grill Concepts XVII, LLC College Park 20-32685 3,610,895 - (5,390,988) 15,821 - - 1,961,114ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 5,335,201 139,652 (5,141,128) 3,995 89,920 - 100,000 4,453,724ovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - - - - - - 3,000 Location closed as of Jan. 31, 2021ovie Grill Concepts XXII, LLC Tyler 20-32673 4,640,717 97,962 (3,878,769) 346 - - 4,203,503ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 4,031,109 214,564 (4,577,254) 40,633 - - 2,177,381ovie Grill Concepts XXV, LLC Upper Darby 20-32687 4,393,846 194,390 (4,358,840) - 90,000 - 100,000 3,264,284ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - - - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXVII, LLC The Colony 20-32691 2,297,222 92,206 (2,621,781) 1,908 - - 2,590,726ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - - - - - - 122,000 Location closed/rejected as of petition dateovie Grill Concepts XXX, LLC Sunset Walk 20-32664 8,371,877 307,330 (2,293,257) 350,682 - - 9,910,866ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 5,663,414 374,707 (4,726,857) 287,216 100 - 5,820,594ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 - - - - - - - 93,000 Location closed/rejected as of petition dateovie Grill Concepts XXXV, LLC Bakersfield 20-32667 8,159,858 1,173,303 (2,982,250) 154,047 - - 25,000 8,644,336ovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 6,831,587 320,939 (3,445,098) 1,572 - - 7,821,633ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 - - - - - - 119,000 119,000 Location closed/rejected as of petition dateovie Grill Concepts XXXVIII, LLC Marietta 20-32641 8,620,571 291,549 (3,230,646) (34) - - 9,729,649ovie Grill Concepts XI, LLC Mission, KS 20-32669 - - - - - - - -ovie Grill Concepts L, LLC Future Location Entity 20-32661 - - - - - - - - Entity held for future developmentovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - - - - - - - Entity held for future developmentovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - - - - - - - Entity held for future developmentovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - - - - - - - Entity held for future developmentovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - - - - - - - Entity held for future developmentovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - - - - - - - Entity held for future developmentovie Grill Concepts XLI, LLC Future Location Entity 20-32700 - - - - - - - - Entity held for future developmentovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - - - - - - - Entity held for future developmentovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - - - - - - - Entity held for future developmentovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 - - - - - - - - Entity held for future developmentovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 - - - - - - - - Entity held for future developmentTotal 99,742,519 4,161,904 (88,316,786) 4,926,805 193,820 28,113,110 752,758 128,407,813ote: ertain assets were retrieved from closed locations and have either been moved to other locations or arecept as noted, balances here are based on book values of the Debtors and are not meant to represent m

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Prepetition Post-petition Total Due / Remaining ntity Purpose Case # 23-Oct-20 28-Feb-21 Accrual Past Due Accrual Disposition Comment 2021 bills not received; using 2020 as estimate; amounts exclude interest & penaltiestudio Movie Grill Holdings, LLC Holding Company 20-32633 - - - - -ovie Grill Concepts Trademark HoldiOperating Company 20-32646 11,998 5,177 17,175 14,785 2,390 Pay according to Plan of Reorgtudio Club IV, LLC Liquor License & Inventory 20-32665 - - - - -tudio Club, LLC Liquor License & Inventory 20-32692 - - - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 6,629 - 6,629 6,629 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts VII, LLC Lewisville 20-32650 12,008 - 12,008 12,008 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXIX, LLC College Station 20-32690 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XLII, LLC Falls Church 20-32652 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - - - - Location closed/rejected as of petition dateovie Grill Concepts, XXIII, LLC SMG Northpoint & Pearland 20-32686 31,407 12,219 43,626 37,986 5,641 Pay according to Plan of Reorgovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - - - -ovie Grill Concepts I, Ltd. Plano 20-32666 32,734 14,125 46,859 40,339 6,520 Pay according to Plan of Reorgovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 26,380 11,384 37,764 32,509 5,255 Pay according to Plan of Reorgovie Grill Concepts IV, Ltd. Copperfield 20-32677 11,619 - 11,619 11,619 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 16,219 6,999 23,219 19,988 3,231 Pay according to Plan of Reorgovie Grill Concepts VI, Ltd. City Centre 20-32674 11,274 4,865 16,139 13,894 2,246 Pay according to Plan of Reorgovie Grill Concepts X, LLC Scottsdale 20-32659 32,915 - 32,915 32,915 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 7,040 2,372 9,412 9,412 - Pay according to Plan of Reorg Location closed Jan 31, 2021ovie Grill Concepts XIII, LLC Wheaton 20-32697 - - - - -ovie Grill Concepts XIV, LLC Duluth 20-32680 10,091 4,355 14,446 12,435 2,010 Pay according to Plan of Reorgovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 9,079 10,105 19,184 28,816 (9,632) Pay according to Plan of Reorg Due to timing of payment; SMG ends up in a pre-paid positionovie Grill Concepts XL, LLC Glendale 20-32682 4,689 4,077 8,766 8,766 - Pay according to Plan of Reorg Location closed Jan 31, 2021ovie Grill Concepts XLV, LLC Hampton 20-32699 16,410 - 16,410 16,410 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts XVI, LLC Spring Valley 20-32656 33,696 14,541 48,237 41,524 6,712 Pay according to Plan of Reorgovie Grill Concepts XVII, LLC College Park 20-32685 15,576 6,721 22,297 19,194 3,103 Pay according to Plan of Reorgovie Grill Concepts XX, LLC SMG Rocklin 20-32694 11,346 12,629 23,975 36,012 (12,037) Pay according to Plan of Reorg Due to timing of payment; SMG ends up in a pre-paid positionovie Grill Concepts XXI, LLC Northwest Highway 20-32648 29,697 10,008 39,705 39,705 - Pay according to Plan of Reorg Location closed Jan 31, 2021ovie Grill Concepts XXII, LLC Tyler 20-32673 14,517 6,265 20,782 17,890 2,892 Pay according to Plan of Reorgovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 83,117 12,911 96,027 90,068 5,960 Pay according to Plan of Reorgovie Grill Concepts XXV, LLC Upper Darby 20-32687 4,057 1,751 5,808 5,000 808 Pay according to Plan of Reorgovie Grill Concepts XXVI, LLC Chatham 20-32689 - - - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 17,885 7,718 25,603 22,041 3,563 Pay according to Plan of Reorgovie Grill Concepts XXVIII, LLC Colleyville 20-32675 18,550 - 18,550 18,550 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts XXX, LLC Sunset Walk 20-32664 22,849 9,860 32,708 28,157 4,551 Pay according to Plan of Reorgovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 36,400 15,707 52,107 44,856 7,251 Pay according to Plan of Reorgovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 6 - 6 6 - Pay according to Plan of Reorgovie Grill Concepts XXXV, LLC Bakersfield 20-32667 15,075 11,111 26,186 36,775 (10,590) Pay according to Plan of Reorg Due to timing of payment; SMG ends up in a pre-paid positionovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 63,910 15,700 79,610 72,363 7,247 Pay according to Plan of Reorgovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 77,109 - 77,109 77,109 - Pay according to Plan of Reorg Location closed/rejected as of petition dateovie Grill Concepts XXXVIII, LLC Marietta 20-32641 20,897 9,017 29,914 25,752 4,163 Pay according to Plan of Reorgovie Grill Concepts XI, LLC Mission, KS 20-32669 - - - - -ovie Grill Concepts L, LLC Future Location Entity 20-32661 - - - - -ovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - - - -ovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - - - -ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - - - -ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - - - -ovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - - - -ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 - - - - -ovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - - - -ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - - - -ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 - - - - -ovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 - - - - -Total 705,181 209,616 914,798 873,514 41,284

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Prepetition Post-petition Total Due / Remaining ntity Purpose Case # 23-Oct-20 28-Feb-21 Accrual Past Due Accrual Disposition Comment 2021 bills not received; using 2020 as estimate; amounts exclude interest & penaltiestudio Movie Grill Holdings, LLC Holding Company 20-32633 - - - - -ovie Grill Concepts Trademark HoldiOperating Company 20-32646 - - - - -tudio Club IV, LLC Liquor License & Inventory 20-32665 - - - - -tudio Club, LLC Liquor License & Inventory 20-32692 - - - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 - - - - - Location closed/rejected as of petition dateovie Grill Concepts VII, LLC Lewisville 20-32650 - - - - - N/A, paid when exited facility Location closed/rejected as of petition dateovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXIX, LLC College Station 20-32690 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XLII, LLC Falls Church 20-32652 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXIII, LLC SMG Northpoint & Pearland 20-32686 276,118 110,094 386,212 335,391 50,821 Pay according to Plan (or LL agreement)ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - - - -ovie Grill Concepts I, Ltd. Plano 20-32666 - - - - -ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 - - - - -ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - - - - Location closed/rejected as of petition dateovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 - - - - -ovie Grill Concepts VI, Ltd. City Centre 20-32674 - - - - -ovie Grill Concepts X, LLC Scottsdale 20-32659 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - - - - Location closed Jan 31, 2021ovie Grill Concepts XIII, LLC Wheaton 20-32697 - - - - -ovie Grill Concepts XIV, LLC Duluth 20-32680 - - - - -ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 - - - - -ovie Grill Concepts XL, LLC Glendale 20-32682 - - - - - Location closed Jan 31, 2021ovie Grill Concepts XLV, LLC Hampton 20-32699 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XVI, LLC Spring Valley 20-32656 - - - - -ovie Grill Concepts XVII, LLC College Park 20-32685 - - - - -ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 26,488 29,483 55,971 84,072 (28,101) Pay at Close per LL agreementovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - - - - Location closed Jan 31, 2021ovie Grill Concepts XXII, LLC Tyler 20-32673 - - - - -ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 - - - - -ovie Grill Concepts XXV, LLC Upper Darby 20-32687 - - - - -ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 - - - - -ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXX, LLC Sunset Walk 20-32664 - - - - -ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 - - - - -ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 - - - - -ovie Grill Concepts XXXV, LLC Bakersfield 20-32667 - - - - -ovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 - - - - -ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 - - - - - Location closed/rejected as of petition dateovie Grill Concepts XXXVIII, LLC Marietta 20-32641 77,459 33,425 110,884 95,454 15,430 Pay at Close per LL agreementovie Grill Concepts XI, LLC Mission, KS 20-32669 - - - - -ovie Grill Concepts L, LLC Future Location Entity 20-32661 - - - - -ovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - - - -ovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - - - -ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - - - -ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - - - -ovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - - - -ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 - - - - -ovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - - - -ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - - - -ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 - - - - -ovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 - - - - -Total 380,066 173,002 553,068 514,918 38,150

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Prepetition Post-petition Total Due / Remaining ntity Purpose Case # 6-Jan-21 28-Feb-21 Accrual Past Due Accrual DispositionSee Admin Other tudio Movie Grill Holdings, LLC Holding Company 20-32633 1,580,489 - 1,580,489 1 ,580,489 - Paid according to Plan or otherwise agreedovie Grill Concepts Trademark HoldinOperating Company 20-32646 - - - - -tudio Club IV, LLC Liquor License & Inventory 20-32665 - - - - -tudio Club, LLC Liquor License & Inventory 20-32692 - - - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 - - - - -ovie Grill Concepts VII, LLC Lewisville 20-32650 - - - - -ovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - - - -ovie Grill Concepts XXIX, LLC College Station 20-32690 - - - - -ovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - - - -ovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - - - -ovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - - - -ovie Grill Concepts XLII, LLC Falls Church 20-32652 - - - - -ovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - - - -ovie Grill Concepts, XXIII, LLC SMG Northpoint & Pearland 20-32686 - - - - -ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - - - -ovie Grill Concepts I, Ltd. Plano 20-32666 - - - - -ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 - - - - -ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - - - -ovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 - - - - -ovie Grill Concepts VI, Ltd. City Centre 20-32674 - - - - -ovie Grill Concepts X, LLC Scottsdale 20-32659 - - - - -ovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - - - -ovie Grill Concepts XIII, LLC Wheaton 20-32697 - - - - -ovie Grill Concepts XIV, LLC Duluth 20-32680 - - - - -ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 - - - - -ovie Grill Concepts XL, LLC Glendale 20-32682 - - - - -ovie Grill Concepts XLV, LLC Hampton 20-32699 - - - - -ovie Grill Concepts XVI, LLC Spring Valley 20-32656 - - - - -ovie Grill Concepts XVII, LLC College Park 20-32685 - - - - -ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 - - - - -ovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - - - -ovie Grill Concepts XXII, LLC Tyler 20-32673 - - - - -ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 - - - - -ovie Grill Concepts XXV, LLC Upper Darby 20-32687 - - - - -ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 - - - - -ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - - - -ovie Grill Concepts XXX, LLC Sunset Walk 20-32664 - - - - -ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 - - - - -ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 - - - - -ovie Grill Concepts XXXV, LLC Bakersfield 20-32667 - - - - -ovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 - - - - -ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 - - - - -ovie Grill Concepts XXXVIII, LLC Marietta 20-32641 - - - - -ovie Grill Concepts XI, LLC Mission, KS 20-32669 - - - - -ovie Grill Concepts L, LLC Future Location Entity 20-32661 - - - - -ovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - - - -ovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - - - -ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - - - -ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - - - -ovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - - - -ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 - - - - -ovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - - - -ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - - - -ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 - - - - -ovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 - - - - -Total 1,580,489 - 1,580,489 1 ,580,489 -

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Prepetition Post-petition Total Due / Remaining ntity Purpose Case # 23-Oct-20 28-Feb-21 Accrual Past Due Accrual Disposition Comment2019 & 2020 2021 Mgmt Mgmt est. est. tudio Movie Grill Holdings, LLC Holding Company 20-32633 171,917 13,967 185,883 171,917 13,967 Paid according to Plan or otherwise agreed Texas & California franchise taxovie Grill Concepts Trademark HoldinOperating Company 20-32646 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxtudio Club IV, LLC Liquor License & Inventory 20-32665 - - -tudio Club, LLC Liquor License & Inventory 20-32692 - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 - - -ovie Grill Concepts VII, LLC Lewisville 20-32650 - - -ovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - -ovie Grill Concepts XXIX, LLC College Station 20-32690 - - -ovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - -ovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - -ovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 8 00 800 - 800 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XLII, LLC Falls Church 20-32652 - - -ovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - -ovie Grill Concepts, XXIII, LLC SMG Northpoint & Pearland 20-32686 - - -ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - -ovie Grill Concepts I, Ltd. Plano 20-32666 - - -ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 - - -ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - -ovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 - - -ovie Grill Concepts VI, Ltd. City Centre 20-32674 - - -ovie Grill Concepts X, LLC Scottsdale 20-32659 - - -ovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - -ovie Grill Concepts XIII, LLC Wheaton 20-32697 - - -ovie Grill Concepts XIV, LLC Duluth 20-32680 - - -ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XL, LLC Glendale 20-32682 - - -ovie Grill Concepts XLV, LLC Hampton 20-32699 - - -ovie Grill Concepts XVI, LLC Spring Valley 20-32656 - - -ovie Grill Concepts XVII, LLC College Park 20-32685 - - -ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - -ovie Grill Concepts XXII, LLC Tyler 20-32673 - - -ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 - - -ovie Grill Concepts XXV, LLC Upper Darby 20-32687 - - -ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 - - -ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - -ovie Grill Concepts XXX, LLC Sunset Walk 20-32664 - - -ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 - - -ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 - - -ovie Grill Concepts XXXV, LLC Bakersfield 20-32667 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 - - -ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XXXVIII, LLC Marietta 20-32641 - - -ovie Grill Concepts XI, LLC Mission, KS 20-32669 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts L, LLC Future Location Entity 20-32661 - - -ovie Grill Concepts LI, LLC Future Location Entity 20-32695 - - -ovie Grill Concepts LII, LLC Future Location Entity 20-32672 - - -ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 - - -ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 - - -ovie Grill Concepts LV, LLC Future Location Entity 20-32645 - - -ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 - - -ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 - - -ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 667 2 67 933 800 133 Paid according to Plan or otherwise agreed California franchise taxTotal 177,917 17,167 195,083 179,117 15,967

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GOLDMAN CRESTLINE SACHS American SPECIALTY SPECIALTY Goldman Sachs, National LENDING II, LENDING et al. (excludes Various Insurance L.P. GROUP, L.P., rollup); mid- Misc. ntity Purpose Case # Claimants Company AS AGENT Mar'21 est Lienholders* Total Comment re: LienholdersPACA claims Prepetition secured loans, including accrued (est.) prepetition interest DIP Facility udio Movie Grill Holdings, LLC Holding Company 20-32633 143,100 2,531,247 35,761,202 67,895,672 22,800,000 16,766 129,147,989ovie Grill Concepts Trademark HoldinOperating Company 20-32646 2,531,247 35,761,202 67,895,672 22,800,000 98,678 129,086,800udio Club IV, LLC Liquor License & Inventory 20-32665 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122udio Club, LLC Liquor License & Inventory 20-32692 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XV, LLC EpiCentre 20-32655 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts VII, LLC Lewisville 20-32650 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XVIII, LLC Arena Grand 20-32657 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXIX, LLC College Station 20-32690 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLIII, LLC Willow Grove 20-32683 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXIV, LLC Aliana 20-32662 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLII, LLC Falls Church 20-32652 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122 Development costs for theater under construction, does not include sub contractors ovie Grill Concepts XXIII, LLC SMG Northpoint & Pearland 20-32686 2,531,247 35,761,202 67,895,672 22,800,000 1,906,396 130,894,518 that filed liens but are already included in general contractor lien ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts I, Ltd. Plano 20-32666 2,531,247 35,761,202 67,895,672 22,800,000 20,913 129,009,035ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 2,531,247 35,761,202 67,895,672 22,800,000 12,187 129,000,309ovie Grill Concepts IV, Ltd. Copperfield 20-32677 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts VI, Ltd. City Centre 20-32674 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts X, LLC Scottsdale 20-32659 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XIII, LLC Wheaton 20-32697 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XIV, LLC Duluth 20-32680 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XL, LLC Glendale 20-32682 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLV, LLC Hampton 20-32699 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XVI, LLC Spring Valley 20-32656 2,531,247 35,761,202 67,895,672 22,800,000 12,111 129,000,232ovie Grill Concepts XVII, LLC College Park 20-32685 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 2,531,247 35,761,202 67,895,672 22,800,000 9,039 128,997,161ovie Grill Concepts XXI, LLC Northwest Highway 20-32648 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXII, LLC Tyler 20-32673 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXV, LLC Upper Darby 20-32687 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXVI, LLC Chatham 20-32689 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXVII, LLC The Colony 20-32691 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXX, LLC Sunset Walk 20-32664 2,531,247 35,761,202 67,895,672 22,800,000 12,975 129,001,097ovie Grill Concepts XXXI, LLC Arlington Lincoln Square 20-32693 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXII, LLC Prosperity Village 20-32676 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXV, LLC Bakersfield 20-32667 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXVI, LLC Seminole City Center 20-32678 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXVII, LLC SMG Redlands, Monrovia, Downey 20-32644 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XXXVIII, LLC Marietta 20-32641 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XI, LLC Mission, KS 20-32669 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts L, LLC Future Location Entity 20-32661 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts LI, LLC Future Location Entity 20-32695 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts LII, LLC Future Location Entity 20-32672 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts LIII, LLC Future Location Entity 20-32649 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts LIV, LLC Future Location Entity 20-32663 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts LV, LLC Future Location Entity 20-32645 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLI, LLC Future Location Entity 20-32700 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLIX, LLC Future Location Entity 20-32671 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLVI, LLC Future Location Entity 20-32654 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLVII, LLC Future Location Entity 20-32684 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122ovie Grill Concepts XLVIII, LLC Future Location Entity 20-32698 2,531,247 35,761,202 67,895,672 22,800,000 - 128,988,122Total / Maximum 143,100 2,531,247 35,761,202 67,895,672 22,800,000 2,089,065 131,220,287ote: Certain liens have been filed for locations that were never opened, closed and/or where the Debtors rejected the lease; in these cases, the lien has not been included here as the assumption is that they may fall to the locationsset not owned by the Debtors and are therefore a contract rejection claim; inclusion of a lien here is not an acknowledgement that the liens are valid or not otherwise superseded by another party or included with another lien claim.

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Accrued EE Estimated benefits Current Wages (vacation, etc.) & Taxes due in normal Payable; due in ntity Purpose Case # course normal course Total See Admin Assumes Rocklin, Simi Valley & Bakersfield re-opened (currently closed due to CA mandate) Per 11/25 TB Othertudio Movie Grill Holdings, LLC Holding Company 20-32633 100,000 - 100,000ovie Grill Concepts Trademark HoldiOperating Company 20-32646 234,660 - 234,660tudio Club IV, LLC Liquor License & Inventory 20-32665 - - -tudio Club, LLC Liquor License & Inventory 20-32692 - - -GC Management I, LLC General Partner, 1% holder of other LLC 20-32647 - - -ovie Grill Partners 3, LLC General Partner, 1% holder of other LLC 20-32643 - - -ovie Grill Partners 4, LLC General Partner, 1% holder of other LLC 20-32642 - - -ovie Grill Partners 6, LLC General Partner, 1% holder of other LLC 20-32635 - - -ovie Grill Concepts XV, LLC EpiCentre 20-32655 - - -ovie Grill Concepts VII, LLC Lewisville 20-32650 - - -ovie Grill Concepts XVIII, LLC Arena Grand 20-32657 - - -ovie Grill Concepts XXIX, LLC College Station 20-32690 - - -ovie Grill Concepts XLIII, LLC Willow Grove 20-32683 - - -ovie Grill Concepts XXXIV, LLC Aliana 20-32662 - - -ovie Grill Concepts XXXIX, LLC Citrus Heights 20-32688 - - -ovie Grill Concepts XLII, LLC Falls Church 20-32652 - - -ovie Grill Concepts XXXIII, LLC Wiregrass (Wesley Chapel) 20-32660 - - -ovie Grill Concepts, XXIII, LLC SMG Northpoint & Pearland 20-32686 - - -ovie Grill Concepts XLIV, LLC Chisholm Trail Ranch 20-32653 - - -ovie Grill Concepts I, Ltd. Plano 20-32666 8,527 - 8,527ovie Grill Concepts III, Ltd. Arlington Highlands 20-32637 5,682 - 5,682ovie Grill Concepts IV, Ltd. Copperfield 20-32677 - - -ovie Grill Concepts IX, LLC Dallas Royal Lane 20-32670 5,046 - 5,046ovie Grill Concepts VI, Ltd. City Centre 20-32674 10,904 - 10,904ovie Grill Concepts X, LLC Scottsdale 20-32659 - - -ovie Grill Concepts XII, LLC Holcomb Bridge 20-32651 - - -ovie Grill Concepts XIII, LLC Wheaton 20-32697 - - -ovie Grill Concepts XIV, LLC Duluth 20-32680 7,718 - 7,718ovie Grill Concepts XIX, LLC SMG Simi Valley 20-32681 - - -ovie Grill Concepts XL, LLC Glendale 20-32682 - - -ovie Grill Concepts XLV, LLC Hampton 20-32699 - - -ovie Grill Concepts XVI, LLC Spring Valley 20-32656 9,506 - 9,506ovie Grill Concepts XVII, LLC College Park 20-32685 - - -ovie Grill Concepts XX, LLC SMG Rocklin 20-32694 - - -ovie Grill Concepts XXI, LLC Northwest Highway 20-32648 - - -ovie Grill Concepts XXII, LLC Tyler 20-32673 2,713 - 2,713ovie Grill Concepts XXIV, LLC Tampa (Univ Mall) 20-32658 - - -ovie Grill Concepts XXV, LLC Upper Darby 20-32687 - - -ovie Grill Concepts XXVI, LLC Chatham 20-32689 - - -ovie Grill Concepts XXVII, LLC The Colony 20-32691 9,491 - 9,491ovie Grill Concepts XXVIII, LLC Colleyville 20-32675 - - -ovie Grill Concepts XXX, LLC Sunset