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Full title: Objection to confirmation of plan (RE: related document(s)700 Chapter 11 plan) filed by Creditor Veritex Community Bank. (Attachments: # 1 Exhibit 1 # 2 Exhibit 2) (Zabarauskas, Bruce)

Document posted on Mar 9, 2021 in the bankruptcy, 5 pages and 0 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) (“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 “Objection”) to confirmation of the Second Amended Joint Plan Of Reorganization For Studio Movie Grill Holdings, LLC And Jointly Administered Debtors [Dkt.These leases consist of: (i) a Master Lease Agreement, dated September 19, 2019, between Presidio as lessor and Movie Grill XXXII, LLC as lessee, related to Movie Grill XXXII’s operation of a Studio Movie Grill located at 5336 Docia Crossing Rd.Master Lease Agreement, dated September 19, 2019, be

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Bruce J. Zabarauskas Texas Bar No. 24095654 Thompson & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Telephone: 214-969-2511 email: bruce.zabarauskas@tklaw.com Attorneys for Veritex Community Bank UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION § Case No. 20-32633-SGJ-11 In re: § Chapter 11 § STUDIO MOVIE GRILL HOLDINGS, § Jointly Administered LLC, et al.1, § § Debtors. § VERITEX COMMUNITY BANK’S LIMITED OBJECTION TO CONFIRMATION OF PLAN OF REORGANIZATION (Related To Dkt. No. 700) TO: THE HONORABLE STACEY G.C. JERNIGAN, U.S. BANKRUPTCY JUDGE Veritex Community Bank (“Veritex”) as assignee of Presidio Technology Capital, LLC (“Presidio”), by and through its undersigned counsel, submits this limited objection (the 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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“Objection”) to confirmation of the Second Amended Joint Plan Of Reorganization For Studio Movie Grill Holdings, LLC And Jointly Administered Debtors [Dkt. No. 700] (the “Plan”), and respectfully states as follows: Introduction 1. Veritex is the assignee of the lessor under four equipment leases where certain of the Debtors are the lessees. Brian Schultz (“Schultz”) is a guarantor under two of those leases, Veritex has opted out of, and objects to, the nondebtor releases set forth in the Plan, which may not be imposed upon Veritex under Fifth Circuit precedent. Accordingly confirmation of the Plan should not release any claims held by Veritex against Schultz or any nondebtor. Background 2. On October 23, 2020 (the “Petition Date”), the Debtors filed voluntary Chapter 11 bankruptcy petitions with this Court. Since the Petition Date, the Debtors have been operating their businesses and managing their properties pursuant to Bankruptcy Code §§ 1107 and 1108. By order dated October 27, 2020, the Debtors’ bankruptcy cases are being jointly administered for administrative purposes only. [Dkt. No. 48]. 3. On March 3, 2021 the Debtors filed their amended Plan. [Dkt. No. 700]. Veritex’s Claims 4. Veritex has filed claims against various Debtors in this Chapter 11 case as the assignee of Presidio as lessor under four leases (the “Leases”) pursuant to which certain of the Debtors leased equipment, software, accessories and other property. (Claim Nos. 251, 449, 450, 451, 453, 461). 5. Schultz guaranteed the Debtor’s obligations under two of those leases. Copies of the guarantees (the “Guarantees”) are annexed hereto as Exhibit 1.

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6. These leases consist of: (i) a Master Lease Agreement, dated September 19, 2019, between Presidio as lessor and Movie Grill XXXII, LLC as lessee, related to Movie Grill XXXII’s operation of a Studio Movie Grill located at 5336 Docia Crossing Rd., Charlotte, North Carolina 28269 (the “Charlotte Equipment Lease”), which includes a Master Lease Schedule (including Exhibit A thereto) and an Equipment Addendum; and (ii) a Master Lease Agreement, dated September 19, 2019, between Presidio as lessor and Movie Grill XL, LLC related to Movie Grill XL’s operation of a Studio Movie Grill located at 128-130 N. Artsakh Street, Glendale, California 91206 (the “Glendale Equipment Lease”), which includes a Master Lease Schedule (including Exhibit A thereto) and an Equipment Addendum. 7. Article VIII of the Plan contains broad nondebtor releases of various parties, including Schultz. However, the definition of “Releasing Parties” under such releases provides 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.” Plan at Article I, ¶ 168. 8. Veritex timely and properly submitted ballots opting out of the Plan’s nondebtor releases, copies of which are annexed hereto as Exhibit 2. 9. Out of an abundance of caution, Veritex files this objection to the Plan to further document that it objects to such releases and that such releases shall not be binding upon Veritex and any claims it may hold against nondebtors, including claims against Schultz under the Guarantees. See In re Pacific Lumber Co., 584 F.3d 229 (5th Cir. 2009). 10. Accordingly, any confirmation order entered in this case should provide that the nondebtor releases by holders of claims under the Plan shall not release any claims held by Veritex against nondebtors.

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WHEREFORE, Veritex respectfully requests that any confirmation order entered in this case should provide that the nondebtor releases by holders of claims under the Plan shall not release any claims held by Veritex against nondebtors. DATED: March 10, 2021 Respectfully submitted, THOMPSON & KNIGHT LLP /s/ Bruce J. Zabarauskas Bruce J. Zabarauskas Texas Bar No. 24095654 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Telephone: 214-969-2511 e-mail: bruce.zabarauskas@tklaw.com Attorneys for Veritex Community Bank

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CERTIFICATE OF SERVICE I hereby certify that on March 10, 2021, a true and correct copy of the foregoing (with exhibits) has been served on all parties entitled to service via this Court’s Case Management/Electronic Case Filing System (“CM/ECF”). I hereby further certify that on March 10, 2021, a true and correct copy of the foregoing (with exhibits) has been served by email upon the following parties: (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 Avenue, 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 DIP Lender, 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); (iv) counsel to the Committee: Pachulski Stang Ziehl & Jones LLP, 780 Third th Avenue, 34 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; (v) counsel to the Committee: Norton Rose Fulbright US LLP, 2200 Ross Avenue, Suite 3600, Dallas, TX 75201, Attn: Ryan Manns, Esq., ryan.manns@nortonrosefulbright.com; and (vi) the United States Trustee at the Office of the United States Trustee for the Northern District of Texas, 1100 Commerce Street, Room 976, Dallas, TX 75242 Attn: Lisa L. Lambert, Esq. and Meredyth A. Kippes, Esq., email lisa.l.lambert@usdoj.gov and meredyth.a.kippes@usdoj.gov. /s/ Bruce J. Zabarauskas Bruce J. Zabarauskas