Kabbage - Motion to Approve Disclosure Statement As Filed

Summary

Proposed order, filed 10/31/22 as Exhibit A (Doc 176-2) to the debtors' motion in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware, that would approve the debtors' disclosure statement and set procedures for soliciting votes on their Chapter 11 plan. The proposed findings say the disclosure statement contains adequate information under section 1125, including on the plan's release, injunction and exculpation provisions. Under the proposed order, holders of Class 3 (Reserve Bank Claims) and Class 4 (General Unsecured Claims) would vote, while Classes 1 and 2 are deemed to accept and Classes 5, 7 and 8 are deemed to reject. It would also approve ballots, solicitation packages, special electronic noticing, cure procedures for leases and contracts, and confirmation hearing notice procedures.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

RLF1 28178409V.1
EXHIBIT A
Proposed Order

Case 22-10951-CTG    Doc 176-2    Filed 10/31/22    Page 1 of 43

RLF1 28178409v.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

:

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)

:

:

Debtors.1
:
(Jointly Administered)

:
:

Re: Docket Nos. __
------------------------------------------------------------ x

ORDER (I) APPROVING THE DISCLOSURE
STATEMENT OF THE DEBTORS, (II) ESTABLISHING
SOLICITATION, VOTING, AND RELATED PROCEDURES,
(III) SCHEDULING CONFIRMATION HEARING, (IV) ESTABLISHING
NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF
PLAN, (V) APPROVING SPECIAL ELECTRONIC NOTICING PROCEDURES,
(VI) APPROVING DEBTORS’ PROPOSED CURE PROCEDURES FOR UNEXPIRED
LEASES AND EXECUTORY CONTRACTS, AND (VII) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of Kabbage Inc. d/b/a KServicing and its debtor
affiliates, as debtors and debtors in possession in the Chapter 11 Cases (collectively,
the “Debtors”), for entry of an order (i) approving the Debtors’ disclosure statement,
(ii) establishing solicitation, voting, and related procedures, (iii) scheduling confirmation hearing,
(iv) establishing notice and objection procedures for plan confirmation, (v) approving special
electronic noticing procedures, (vi) approving Debtors’ proposed cure procedures for unexpired
leases and executory contracts, and (vii) granting related relief, all as more fully set forth in the

1  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Motion.
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Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein
pursuant to 28 U.S.C. §§ 157(a)–(b) and 1334(b), and the Amended Standing Order of Reference
from the United States District Court for the District of Delaware, dated February 29, 2012; and
consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C.
§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and
due and proper notice of the Motion having been provided; and such notice having been adequate
and appropriate under the circumstances; and it appearing that no other or further notice need be
provided; and this Court having reviewed the Motion; and upon any hearing held on the Motion;
and all objections, if any, to the Motion having been withdrawn, resolved, or overruled; and this
Court having determined that the legal and factual bases set forth in the Motion establish just cause
for the relief granted herein; and it appearing that the relief requested in the Motion is in the best
interests of the Debtors, their estates, creditors, and all parties in interest; and upon all of the
proceedings had before this Court and after due deliberation and sufficient cause appearing
therefor,
IT IS HEREBY FOUND AND DETERMINED THAT
A.
Notice of the Disclosure Statement Hearing and Disclosure Statement Objection
Deadline.  Notice of the Motion, the Disclosure Statement Hearing, and the Disclosure Statement
Objection Deadline, provided due, proper, and adequate notice, comport with due process and
complied with Bankruptcy Rules 2002 and 3017 and Local Rules 2002-1, 3017-1, and 9006-1.  No
further notice is required.
B.
Disclosure Statement.  The Disclosure Statement contains adequate information
within the meaning of section 1125 of the Bankruptcy Code, as well as adequate disclosure of the
Plan release, injunction, and exculpation provisions.  No further information is necessary.
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C.
Parties Entitled to Vote.  Pursuant to the Plan, holders of Claims in Class 3 (Reserve
Bank Claims) and Class 4 (General Unsecured Claims) are impaired under the Plan and entitled to
receive or retain property under the Plan.  Accordingly, holders of Allowed Claims in such classes
are entitled to vote on account of such Claims.
D.
Parties Not Entitled to Vote.  Pursuant to the Plan, holders of Claims in Class 1
(Priority Non-Tax Claims) and Class 2 (Other Secured Claims Claims) are unimpaired, and
therefore deemed to accept the Plan.  Holders of Claims or Interests in Class 5 (Intercompany
Claims), Class 7 (Subordinated Securities Claims), and Class 8 (KServicing Equity Interests) are
impaired and not receiving or retaining any property under the Plan, and therefore, deemed to
reject the Plan.  Class 6 (Intercompany Interests) is either impaired or unimpaired and deemed to
accept or reject.  Accordingly, holders of Interests in such class are conclusively presumed to
accept or reject the Plan and not entitled to vote on account of such Interests.
E.
Balloting and Voting Procedures.  The procedures set forth in the Motion for the
solicitation and tabulation of votes to accept or reject the Plan provide for a fair and equitable
voting process and are consistent with section 1126 of the Bankruptcy Code.
F.
Ballots.  The ballots substantially in the forms annexed hereto as
Exhibits 2-A and 2-B (collectively, the “Ballots”), including all voting instructions provided
therein, are consistent with Official Bankruptcy Form No. B 314, address the particular needs of
these Chapter 11 Cases, and provide adequate information and instructions for each individual
entitled to vote to accept or reject the Plan.  No further information or instructions are necessary.
G.
Solicitation.  The proposed distribution and contents of the Solicitation Packages
(including pursuant to the proposed supplemental solicitation following the General Bar Date, as
set forth in the Motion) comply with Bankruptcy Rules 2002 and 3017 and Local Rule 9006-1 and
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constitute sufficient notice to all interested parties of the Voting Deadline, Plan Objection
Deadline, Confirmation Hearing, and other related matters.  The period proposed by the Debtors
in the Motion during which the Debtors may solicit votes to accept or reject the Plan is a reasonable
and sufficient period of time for the holders of Claims in the Voting Classes to make an informed
decision regarding whether to accept or reject the Plan and timely return Ballots evidencing such
decision.
H.
Notice of Confirmation Hearing and Plan Objection Deadline.  The procedures set
forth in the Motion, including the Special Electronic Noticing Procedures, regarding notice to
parties of the time, date, and place of the Confirmation Hearing and for filing objections or
responses to the Plan, provide due, proper, and adequate notice, comport with due process, and
comply with Bankruptcy Rules 2002 and 3017 and Local Rule 9006-1.  No further notice is
required.
I.
Cure Procedures.  The Cure Procedures are reasonable and provide a sufficient
timeline for filing objections relating to assumption or assumption and assignment of executory
contracts and leases pursuant to the Plan.
J.
Notice.  All other notices to be provided pursuant to the procedures set forth in the
Motion are good and sufficient notice to all parties in interest of all matters pertinent hereto and of
all matters pertinent to the Confirmation Hearing.  No further notice is required.
K.
Relief is Warranted.  The legal and factual bases set forth in the Motion establish
just and sufficient cause to grant the relief requested therein.
IT IS HEREBY ORDERED THAT:
1.
The Motion is granted to the extent set forth herein.
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Disclosure Statement

2.
The Disclosure Statement contains adequate information in accordance with
section 1125 of the Bankruptcy Code and is APPROVED.
3.
All objections, if any, to the Disclosure Statement or procedures described therein
and approved by this Order that have not been withdrawn or resolved as provided for in the record
of the Disclosure Statement Hearing are overruled.
Solicitation and Voting Procedures

Parties Entitled to Vote

4.
Holders of Claims in the Voting Classes are entitled to vote to accept or reject the
Plan, subject to certain exceptions set forth in the Motion.
5.
The Non-Voting Creditors and Interest Holders in Class 1 (Priority Non-Tax
Claims), Class 2 (Other Secured Claims), and Class 6 (Intercompany Interests) (if so treated) are
presumed to accept the Plan.
6.
The Non-Voting Creditors and Interest Holders in Class 5 (Intercompany Claims),
Class 6 (Intercompany Interests) (if so treated), Class 7 (Subordinated Securities Claims), and
Class 8 (KServicing Equity Interests) are deemed to reject the Plan.
Temporary Allowance / Disallowance of Claims

7.
Solely for purposes of voting to accept or reject the Plan and not for the purpose of
the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of the
Debtors and other parties in interest in any other context, each Claim held by a holder of a Claim
within a Voting Class is temporarily Allowed in an amount equal to the amount of such Claim
either as set forth in the Schedules or in a properly and timely filed proof of claim, subject to the
Temporary Allowance Exceptions.
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8.
 December 20, 2022 by or before 4:00 p.m. (Prevailing Eastern Time) (the
“Rule 3018(a) Motion Deadline”) shall be the deadline to file and serve any motion requesting
temporary allowance of a Claim for purposes of voting pursuant to Bankruptcy Rule 3018(a)
(the “Rule 3018(a) Motion(s)”).  Rule 3018(a) Motions must be filed with the Court and served
on the Objection Notice Parties so as to be actually received not later than the Rule 3018(a)
Motion Deadline.
9.
Nothing in this Order shall affect or limit any party’s rights to object to any Proof
of Claim or Rule 3018(a) Motion.
Voting Record Date
10.
The Voting Record Date shall be November 21, 2022.  Only holders of Claims in
the Voting Classes as of the Voting Record Date and holders of Claims in the Voting Classes that
timely filed proofs of claim by the General Bar Date, as applicable, shall be entitled to vote to
accept or reject the Plan.
11.
The record holders of Claims and Interests shall be determined, as of the Voting
Record Date, or by the General Bar Date, as applicable, based upon the records of the Debtors and
Omni.
12.
With respect to transfers of Claims and Interests filed pursuant to Bankruptcy Rule
3001(e), the transferee shall be entitled to receive a Solicitation Package and, if the holder of such
Claim or Interest is entitled to vote with respect to the Plan, cast a Ballot on account of such Claim
or Interest only if: (i) all actions necessary to transfer such Claim or Interest  are completed by the
Voting Record Date; or (ii) the transferee files by the Voting Record Date (a) all documentation
required by Bankruptcy Rule 3001(e) to evidence the transfer; and (b) a sworn statement of the
transferor supporting the validity of the transfer.  In the event a Claim is transferred after the Voting
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Record Date or General Bar Date, as applicable, the transferee of such Claim shall be bound by
any vote on the Plan made by the holder of such Claim as of the Voting Record Date.
Solicitation Packages
13.
The Solicitation Packages are APPROVED.
14.
The Debtors shall mail the Solicitation Packages to (i) holders of Claims in the
Voting Classes entitled to vote on the Plan as of the Voting Record Date, as required by Bankruptcy
Rule 3017(d), no later than three (3) business days following the date of entry of the Disclosure
Statement Order (the “Solicitation Date”) and (ii) any party who files a proof of claim by the
General Bar Date on account of a Claim in a Voting Class and who has not previously received a
Solicitation Package, no later than three (3) business days after the General Bar Date.
15.
Solicitation Packages shall contain a copy of:
(a)
this Order, without attachments, the Disclosure Statement, and the Plan;
(b)
the Confirmation Hearing Notice; and
(c)
a Ballot for the applicable Class.
16.
Any eligible holder of a Claim in the Voting Classes for which service of the
documents in the Solicitation Package by USB poses a hardship may request an additional copy
of this Order, without attachments, the Disclosure Statement and the Plan at no cost to the creditor,
by contacting Omni by email at kservicinginquiries@omniagnt.com or by telephone at 866-956-
2138 (U.S. & Canada toll free) or 747-226-595 (international).
17.
The Debtors shall not be required to send Solicitation Packages to creditors that
have Claims that have already been paid in full.  However, if any such creditor would be entitled
to receive a Solicitation Package for any other reason, then the Debtors shall send such creditor a
Solicitation Package in accordance with the procedures set forth herein.
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18.
With respect to addresses from which Solicitation Packages are returned as
undeliverable by the United States Postal Service, the Debtors are excused from mailing
Solicitation Packages or any other materials related to voting or confirmation of the Plan to each
Person (as defined in the Plan) listed at such addresses unless the Debtors are provided with
accurate addresses for such Persons before the Voting Deadline, and failure to mail Solicitation
Packages or any other materials related to voting or confirmation of the Plan to such Persons will
not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not
constitute a violation of Bankruptcy Rule 3017.
Ballots
19.
The Ballots, substantially in the form annexed hereto as Exhibits 2-A and 2-B are
APPROVED.
20.
The Debtors are authorized to make non-substantive changes to the Ballots and
related documents without further order of the Court, including ministerial changes to correct
typographical and grammatical errors, and to make conforming changes among the Ballots and
any other materials in the Solicitation Packages.
21.
The Voting Deadline shall be December 23, 2022 by or before 5:00 p.m.
(Prevailing Eastern Time).
22.
The Debtors, in their sole discretion, are authorized to grant an extension of the
Voting Deadline in writing with respect to any Ballot received after the Voting Deadline.
23.
All Ballots must be properly executed, completed, and delivered to Omni by first
class mail, overnight courier, or hand delivery so that they are actually received by Omni no later
than the Voting Deadline.  In addition to accepting hard copy Ballots via first class mail, overnight
courier, and hand delivery, the Debtors are authorized to accept Ballots from holders of Claims
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via electronic, online transmissions, solely through a customized online balloting portal on the
Debtors’ Case Website to be maintained by Omni (the “E- Ballot Portal”).  Parties entitled to vote
may cast an electronic Ballot and electronically sign and submit the Ballot by utilizing the E-Ballot
Portal (which allows a holder to submit an electronic signature).  The encrypted ballot data and
audit trail created by such electronic submission shall become part of the record of any Ballot
submitted in this manner and the creditor’s electronic signature will be deemed to be immediately
legally valid and effective.
Tabulation Procedures
24.
The Tabulation Procedures are APPROVED.
Confirmation Hearing
25.
The Confirmation Hearing shall be held on ______, 2023 at [•] a.m. / p.m.
(Prevailing Eastern Time).  The Confirmation Hearing may be adjourned or continued from time
to time by the Court or the Debtors without further notice, including adjournments announced in
open Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the
Debtors with the Court.
Plan Supplement
26.
The Debtors shall file with the Court and post to the Case Website the Plan
Supplement no later than December 16, 2022 and are authorized to supplement or amend such
Plan Supplement as necessary thereafter.  If the Plan Objection Deadline or the Voting Deadline
is extended, the Debtors shall be authorized to file the Plan Supplement by the earlier of seven (7)
days prior to such extended Plan Objection Deadline or Voting Deadline, as applicable.
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Plan Objections and Reply
27.
The deadline to object or respond to confirmation of the Plan shall be
December 23, 2022 at 4:00 P.M. (Prevailing Eastern Time) (the “Plan Objection Deadline”).
28.
Objections and responses, if any, to confirmation of the Plan, must: (i) be in writing;
(ii) conform to the Bankruptcy Rules and the Local Rules; (iii) 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’ estates or property; (iv) set forth the basis for the objection and the specific grounds
therefor; and (v) be filed with the Court.
29.
Any objection or response also must be served by email and received by the
Objection Notice Parties no later than the Plan Objection Deadline.
30.
Objections to confirmation of the Plan that are not timely filed, served, and actually
received in the manner set forth above shall not be considered and shall be deemed overruled.
31.
The Debtors are authorized to file and serve replies or an omnibus reply to any such
objections along with their brief in support of confirmation of the Plan either separately or by a
single, consolidated reply, the Voting Certification, and any affidavits or declarations in support
of confirmation of the Plan by January 3, 2023 at 12:00 p.m. (Prevailing Eastern Time)
(the “Reply Deadline”).  In addition, any party in interest may file and serve a statement in support
of confirmation of the Plan or a reply to any objections to confirmation of the Plan by the Reply
Deadline.
Confirmation Hearing Notice
32.
The Confirmation Hearing Notice, substantially in the form annexed hereto as
Exhibit 1 is APPROVED.
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33.
The Debtors shall not be required to send the Confirmation Hearing Notice or the
Solicitation Package, as applicable, to holders of Claims or Interests that are non-Debtor affiliates.
34.
The Debtors are authorized to publish the Publication Notice in the national edition
of USA Today.  The Debtors’ will also publish the Confirmation Hearing Notice on the Debtors’
case management website.
35.
The Debtors’ Special Electronic Noticing Procedures are APPROVED.
36.
To the extent the Debtors do not have an email address on file for a Borrower, the
Debtors have received a “bounce-back” email in response to the electronic service of the notices
served in these Chapter 11 Cases, or a Borrower has indicated to the Debtors that it wishes to
receive notices by physical mail, the Debtors will serve the Confirmation Hearing Notice via first-
class mail directed to the last known physical address, if available, maintained in their books and
records for such Borrower.
37.
Notwithstanding anything in the Motion or this Order to the contrary, the Special
Electronic Noticing Procedures shall not apply to any Borrower in Class 4 (General Unsecured
Claims) or the Class Action Parties.
Cure Procedures
38.
 The Cure Procedures are APPROVED.
General
39.
The Debtors are authorized to make non-substantive changes to the Disclosure
Statement, the Plan, the Ballots, and related documents without further order of the Court,
including changes to correct typographical and grammatical errors and to make conforming
changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation
Packages.
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40.
The Debtors are authorized to take all steps necessary or appropriate to carry out
this Order.
41.
This Court shall retain jurisdiction to hear and determine all matters arising from
or related to the implementation, interpretation, or enforcement of this Order.
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EXHIBIT 1
Notice of Confirmation Hearing
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

:

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)

:

:

Debtors.1
:
(Jointly Administered)

:
:
:

Obj. Deadline: Dec. 23, 2022 at 4:00 p.m. (ET)
Hearing Date: _____, 2023 at [•]
------------------------------------------------------------ x

NOTICE OF (I) APPROVAL OF THE DISCLOSURE STATEMENT
OF THE DEBTORS (II) ESTABLISHMENT OF SOLICITATION, VOTING,
AND RELATED PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING,
(IV) ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION
OF PLAN, (V) APPROVAL OF SPECIAL ELECTRONIC NOTICING PROCEDURES
(VI) APPROVAL OF DEBTORS’ PROPOSED CURE PROCEDURES FOR UNEXPIRED
LEASES AND EXECUTORY CONTRACTS, AND (VII) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE THAT:

1.
Approval of Disclosure Statement.  On November 21, 2022, the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”) held a hearing (the “Disclosure Statement
Hearing”) at which it approved the Disclosure Statement for the Joint Chapter 11 Plan of Liquidation of
Kabbage, Inc. (d/b/a KServicing) and its Debtor Affiliates, filed October 5, 2022 [D.I. 63] (as may be
amended, modified, or supplemented, the “Disclosure Statement”)2 in connection with the chapter 11
cases of Kabbage, Inc. d/b/a KServicing and its debtor affiliates (collectively the “Debtors”), and thereafter
entered an order (the “Order”) with respect thereto.  The Order, among other things, authorizes the Debtors
to solicit votes to accept or reject the Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a
KServicing) and its Debtor Affiliates, filed on October 3, 2022 [D.I. 14] (as may be amended, modified, or
supplemented, the “Plan”).
2.
Confirmation
Hearing.
A
hearing
to
consider
confirmation
of
the
Plan
(the “Confirmation Hearing”) has been scheduled before the Honorable Craig T. Goldblatt, United States
Bankruptcy Judge in the United States Bankruptcy Court for the District of Delaware, 824 North Market

1  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Disclosure Statement
or the Plan, as applicable, or as the context otherwise requires.
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Street, Third Floor, Courtroom 7, Wilmington, Delaware 19801, on ______, 2023 at [__] a.m. / p.m.
(Prevailing Eastern Time).  The Confirmation Hearing may be adjourned or continued from time to time
by the Bankruptcy Court or the Debtors without further notice other than adjournments announced in open
court or as indicated in any notice of agenda of matters scheduled for hearing filed by the Debtors with the
Bankruptcy Court.
3.
Voting Record Date.  The following holders of Claims against the Debtors as of November
21, 2022 (the “Voting Record Date”) in the following Classes are entitled to vote on the Plan:
Class
Description
Class 3
Reserve Bank Claims
Class 4
General Unsecured Claims

4.
Voting Deadline.  All votes to accept or reject the Plan must be actually received by the
Debtors’ voting agent, Omni Agent Solutions (“Omni”), by no later than December 23, 2022 at 5:00 p.m.
(Prevailing Eastern Time) (the “Voting Deadline”).  Any failure to follow the voting instructions
included with your Ballot may disqualify your Ballot and your vote.
5.
Parties in Interest Not Entitled to Vote.  Class 1 (Priority Non-Tax Claims), Class 2 (Other
Secured Claims), and Class 6 (Intercompany Interests) (if so treated) are holders of unimpaired claims or
interests and are deemed to accept the Plan. Class 5 (Intercompany Claims), Class 6 (Intercompany
Interests) (if so treated), Class 7 (Subordinated Securities Claims), and Class 8 (KServicing Equity
Interests) are holders of impaired claims or interests and are deemed to reject the Plan. Holders in such
claims and interests are not entitled to vote on the Plan, and will not receive a Ballot. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Fee Claims, and Priority Tax
Claims, have not been classified and, therefore, holders of such Claims are not entitled to vote and will not
receive a Ballot.
6.
Temporary Allowance of Claim for Voting.  If you disagree with the amount set forth by
the Debtors for your Claim in the Schedules or if you have filed a proof of claim and disagree with either
(i) the Debtors’ objection to your Claim and believe that you should be entitled to vote on the Plan; or
(ii) the Debtors’ classification or request for estimation of your Claim and believe that you should be
entitled to vote on the Plan in a different amount or Class, then you must serve, by email, on the Objection
Notice Parties identified in paragraph 7 below and file with the Bankruptcy Court a motion (a “Rule 3018(a)
Motion”) for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”) requesting temporary allowance your Claim in a different amount or in a different
Class for purposes of voting to accept or reject the Plan.  All Rule 3018(a) Motions must be filed on or
before December 20, 2022 at 4:00 p.m. (Prevailing Eastern Time).  Rule 3018(a) Motions that are not
timely filed and served in the manner set forth above shall not be considered.  Holders of Claims or Interests
may
contact
Omni
by
(i)
visiting
Omni’s
website
for
these
Chapter
11
Cases
at
www.omniagentsolutions.com/kservicing.com (ii) writing to Kabbage, Inc. d/b/a KServicing, et al., c/o
Omni Agent Solutions, Solicitation Team, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367, (iii)
by email at kservicinginquiries@omniagnt.com, or (iv) by telephone at 866-956-2138 (U.S. & Canada toll
free) or 747-226-5953 (international) to receive an appropriate Ballot for any Claim for which a proof of
claim has been timely filed and a Rule 3018(a) Motion has been granted.
7.
Objections to Confirmation.  The deadline to object or respond to confirmation of the Plan
is December 23, 2022 at 4:00 p.m. (Prevailing Eastern Time) (the “Plan Objection Deadline”).
Objections and responses, if any, to confirmation of the Plan, must:  (i) be in writing; (ii) conform to the
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Bankruptcy Rules and the Local Rules; (iii) set forth the name of the objecting party and the nature and
amount of Claims or Interests held or asserted by the objecting party against the Debtors’ estates or
property; (iv) provide the basis for the objection and the specific grounds therefor; and (v) be filed with the
Bankruptcy Court.

In addition, any objections or responses must also be served by email so that they are
actually received by the following Objection Notice Parties no later than the Plan Objection Deadline: (a)
the Debtors, Kabbage, Inc. d/b/a KServicing, 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309,
Attn: Holly Loiseau, General Counsel (hloiseau@kservicecorp.com); (b) Counsel to Debtors, (i) Weil,
Gotshal & Manges LLP, Attn: Ray C. Schrock (ray.schrock@weil.com), Candace M. Arthur
(candace.arthur@weil.com), Natasha Hwangpo (natasha.hwangpo@weil.com), and Chase Bentley
(chase.bentley@weil.com) and (ii) Richards, Layton & Finger, P.A., Attn: Daniel J DeFranceschi
(defranceschi@rlf.com), Amanda R. Steele (steele@rlf.com), and Zachary I. Shapiro (shapiro@rlf.com);
(c) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207,
Wilmington, DE 19801, Attn: Richard Schepacarter (richard.schepacarter@usdoj.gov) and Rosa Sierra-
Fox (rosa.sierra-fox@usdoj.gov); and (d) counsel to any official committee appointed in these Chapter 11
Cases.

8.
IF ANY OBJECTION TO CONFIRMATION OF THE PLAN IS NOT FILED AND
SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED
FROM OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE
CONFIRMATION HEARING.
9.
Additional Information.  Any party in interest wishing to obtain a copy of the Disclosure
Statement and the Plan should contact Omni Agent Solutions, the Debtors’ solicitation agent, (i) in writing
at Kabbage, Inc. d/b/a KServicing, et al., c/o Omni Agent Solutions, Solicitation Team, 5955 De Soto Ave.,
Suite 100, Woodland Hills, CA 91367, (ii) by email at kservicinginquiries@omniagnt.com, or (iii) by
telephone at 866-956-2138 (U.S. & Canada toll free) or 747-226-5953 (international).  Interested parties
may
also
review
the
Disclosure
Statement
and
the
Plan
free
of
charge
at
www.omniagentsolutions.com/kservicing.com.  In addition, the Disclosure Statement and Plan are on file
with the Bankruptcy Court and may be reviewed for a fee by accessing the Bankruptcy Court’s website:
www.deb.uscourts.gov. Note that a PACER password and login are needed to access documents on the
Bankruptcy Court’s website. A PACER password can be obtained at www.pacer.psc.uscourts.gov.
Notice Regarding Certain Release, Exculpation, and Injunction Provisions in Plan
10.
Please be advised that Article X of the Plan contains certain release, exculpation, and
injunction provisions, including those set forth below.  YOU ARE ADVISED TO CAREFULLY
REVIEW AND CONSIDER THE PLAN, INCLUDING THE INJUNCTION, RELEASE, AND
EXCULPATION PROVISIONS, AS YOUR RIGHTS MAY BE AFFECTED.
Section 10.3 of the Plan:  Plan Injunction
(a)
Upon entry of the Confirmation Order, all holders of Claims and Interests and other
parties in interest, along with their respective present or former employees, agents, officers, directors,
principals, and affiliates, shall be enjoined from taking any actions to interfere with the
implementation or consummation of the Plan in relation to any Claim extinguished, discharged, or
released pursuant to the Plan.
(b)
Except as expressly provided in the Plan, the Definitive Documents, the Confirmation
Order, or a separate order of the Bankruptcy Court or as agreed to by the Debtors and a holder of a
Claim against or Interest in the Debtors, all Entities who have held, hold, or may hold Claims against
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or Interests in the Debtors (whether proof of such Claims or Interests has been filed or not and
whether or not such Entities vote in favor of, against or abstain from voting on the Plan or are
presumed to have accepted or deemed to have rejected the Plan) and other parties in interest, along
with their respective present or former employees, agents, officers, directors, principals, and affiliates
are permanently enjoined, on and after the Effective Date, solely with respect to any Claims,
Interests, and Causes of Action that will be or are treated by the Plan from (i) commencing,
conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding
of any kind (including, without limitation, any proceeding in a judicial, arbitral, administrative or
other forum) against or affecting the Debtors, the Wind Down Estates, the Plan Administrator, the
GUC Trust, or the GUC Trustee, as applicable, or the property of any of the Debtors, the Wind Down
Estates, the Plan Administrator, the GUC Trust, or the GUC Trustee, as applicable; (ii) enforcing,
levying, attaching (including, without limitation, any prejudgment attachment), collecting, or
otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award,
decree, or order against the Debtors, the Wind Down Estates, the Plan Administrator, the GUC
Trust, or the GUC Trustee; or the property of any of the Debtors, the Wind Down Estates, or the
GUC Trust, as applicable; (iii) creating, perfecting, or otherwise enforcing in any manner, directly
or indirectly, any encumbrance of any kind against the Debtors, the Wind Down Estates, the GUC
Trust, or the property of any of the Debtors, the Wind Down Estates, the Plan Administrator, the
GUC Trust, or the GUC Trustee, as applicable; (iv) asserting any right of setoff, directly or indirectly,
against any obligation due from the Debtors, the Wind Down Estates, or the GUC Trust, as
applicable, or against property or interests in property of any of the Debtors, the GUC Trust, or the
Wind Down Estates, except as contemplated or Allowed by the Plan; and (v) acting or proceeding in
any manner, in any place whatsoever, that does not conform to or comply with the provisions of the
Plan.
(c)
By accepting distributions pursuant to the Plan, each holder of an Allowed Claim or
Interest extinguished, discharged, or released pursuant to the Plan will be deemed to have
affirmatively and specifically consented to be bound by the Plan, including, without limitation, the
injunctions set forth in this Section 10.3.
(d)
The injunctions in this Section 10.3 shall extend to any successors of the Debtors, the
Wind Down Estates, or the GUC Trust, as applicable, and their respective property and interests in
property.
(e)
Notwithstanding the foregoing, nothing in this Section 10.3 shall enjoin the assertion
of a defensive right of recoupment.

Section 10.5 of the Plan:  Releases by Debtors
As of the Effective Date, the Debtors, and each of their respective Affiliates, on behalf of
themselves and their respective Estates, including any successor to the Debtors or any Estate
representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code,
including the Wind Down Estate, shall be deemed to have conclusively, absolutely, unconditionally,
irrevocably, and forever released, waived, and discharged the Released Parties from any and all
claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities
whatsoever (including any derivative claims asserted or that may be asserted on behalf of the Debtors
and their Estates), whether known or unknown, foreseen or unforeseen, existing or hereinafter
arising, in law, equity, or otherwise, based on or relating to, or in any manner arising from, in whole
or in part, the Debtors, the Chapter 11 Cases, the Plan (including the Plan Supplement), the
Disclosure Statement, the Restructuring, the formulation, preparation, dissemination, negotiation of
any of the foregoing or any contract, instrument, release, or other agreement or document created
or entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, the
solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the administration
and implementation of the Plan, including the issuance or distribution of securities pursuant to the
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Plan, 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, except for acts or omissions of a Released Party
arising out of or related to acts or omissions that constitute actual fraud, gross negligence, criminal
misconduct or willful misconduct.  Notwithstanding anything to the contrary in the foregoing, the
releases set forth above shall not be construed as releasing any post-Effective Date obligations of any
party or entity under the Plan, or any document, instrument, or agreement (including those set forth
in the Plan Supplement) executed to implement the Plan.
Section 10.6 of the Plan:  Releases by Holders of Claims and Interests
As of the Effective Date, except (a) for the right to enforce the Plan or (b) as otherwise
expressly provided in the Plan or in the Confirmation Order, to the fullest extent permissible under
applicable law, as such law may be extended or integrated after the date upon which the Bankruptcy
Court enters the Confirmation Order, on or after the Effective Date, the Released Parties shall be
deemed expressly, conclusively, absolutely, unconditionally, irrevocably and forever, released,
waived, and discharged by the Releasing Parties from any and all claims, interests, obligations, rights,
suits, damages, Causes of Action, remedies, and liabilities whatsoever (including any derivative
claims asserted or that may be asserted on behalf of the Debtors and their Estates), whether known
or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise,
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter
11 Cases, the Plan (including the Plan Supplement), the Disclosure Statement, the Restructuring, the
formulation, preparation, dissemination, negotiation of any of the foregoing or any contract,
instrument, release, or other agreement or document created or entered into in connection with any
of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on the Plan, the
pursuit of consummation of the Effective Date, the administration and implementation of the Plan,
including the issuance or distribution of securities pursuant to the Plan, or the distribution of
property under the Plan or any other related agreement, or upon any other act or omission,
transaction, agreement, event, or other occurrence taking place on or before the Effective Date
related or relating to the foregoing, except for acts or omissions of a Released Party arising out of or
related to acts or omissions that constitute actual fraud, gross negligence, criminal misconduct or
willful misconduct.  Notwithstanding anything to the contrary in the foregoing, the releases set forth
above shall not be construed as releasing any post-Effective Date obligations of any party or entity
under the Plan, or any document, instrument, or agreement (including those set forth in the Plan
Supplement) executed to implement the Plan.
PLEASE BE ADVISED THAT IF YOUR CLAIM IS UNIMPAIRED UNDER THE PLAN, YOU
WILL BE DEEMED TO HAVE GRANTED THE RELEASES CONTAINED IN SECTION 10.6
OF THE PLAN UNLESS YOU TIMELY OBJECT TO SUCH RELEASES BY THE PLAN
OBJECTION DEADLINE IN ACCORDANCE WITH PARAGRAPH 7 OF THIS NOTICE.
Section 10.7 of the Plan:  Exculpation
To the maximum extent permitted by applicable law, no Exculpated Party shall have or incur
liability for, and each Exculpated Party is hereby released and exculpated from any and all Claims,
Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever,
arising between the Petition Date and the Effective Date, whether known or unknown, foreseen or
unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in
any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan (including
the Plan Supplement), the Disclosure Statement, the Restructuring, the formulation, preparation,
dissemination, negotiation of any of the foregoing or any contract, instrument, release, or other
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RLF1 28178409v.1
agreement or document created or entered into in connection with any of the foregoing, the pursuit
of confirmation of the Plan, the solicitation of votes on the Plan, the pursuit of consummation of the
Effective Date, the administration and implementation of the Plan, including the issuance or
distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any
other related agreement, or upon any other act or omission, transaction, agreement, event, or other
occurrence taking place before the Petition Date and the Effective Date related or relating to the
foregoing, except for Claims or Causes of Action arising from an act or omission that is judicially
determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence,
but in all respects, such Exculpated Parties shall be entitled to reasonably rely upon the advice of
counsel with respect to their duties and responsibilities.
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.  This exculpation shall be in addition to, and not in limitation of, all other
releases, indemnities, exculpations, and any other applicable laws, rules, or regulations protecting
such Exculpated Parties from liability.  Notwithstanding anything to the contrary in the foregoing,
the exculpation set forth above shall not be construed as exculpating any party or entity from its post-
Effective Date obligations under the Plan, or any document, instrument, or agreement (including
those set forth in the Plan Supplement) executed to implement the Plan.
Notice of Assumption of Executory Contracts and
Unexpired Leases of Debtors and Related Procedures
11.
Section 8 of the Plan provides, as of and subject to the occurrence of the Effective Date
and the payment of any applicable Cure Amount,  that all executory contracts and unexpired leases to which
any of the Debtors are parties shall be deemed rejected, unless such contract or lease (i) was previously
assumed or rejected by the Debtors pursuant to an order of the Bankruptcy Court; (ii) previously expired or
terminated pursuant to its own terms or by agreement of the parties thereto; (iii) is the subject of a motion
to assume filed by the Debtors on or before the Confirmation Date; (iv) is identified in Section 8.4 of the
Plan; or (v) is identified for assumption on the Assumption Schedule included in the Plan Supplement.

12.
As provided for in the Plan, the Debtors will file, as part of the Plan Supplement, the
Assumption Schedule, and at least fourteen (14) days before the Confirmation Hearing, serve a notice on
parties to executory contracts or unexpired leases to be assumed or assumed and assigned reflecting the
Debtors’ intention to potentially assume or assume and assign the contract or lease in connection with this
Plan and, where applicable, setting forth the proposed Cure Amount (if any).

13.
Any objection by a counterparty to an executory contract or unexpired lease to the proposed
assumption, assumption and assignment, or related Cure Amount must be filed, served, and actually
received by the Debtors within ten (10) days of the service of the assumption notice, or such shorter period
as agreed to by the parties or authorized by the Bankruptcy Court.  The Debtors request that any objections
to the Debtors’ proposed Cure Amounts or assumption of executory contracts and unexpired leases under
the Plan (i) be in writing, (ii) conform to the applicable Bankruptcy Rules and Local Rules, (iii) set forth
the name of the objecting party, the basis for the objection, and the specific grounds thereof, and (iv) be
filed with the Court and served upon the Objection Notice Parties by e-mail, so as to be received by the
Plan Objection Deadline.

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14.
The Debtors request that any counterparty to an executory contract or unexpired lease that
does not timely object to the notice of the proposed assumption of such executory contract or unexpired
lease shall be deemed to have assented to assumption of the applicable executory contract or unexpired
lease notwithstanding any provision thereof that purports to (i) prohibit, restrict, or condition the transfer
or assignment of such contract or lease; (ii) terminate or modify, or permit the termination or modification
of, a contract or lease as a result of any direct or indirect transfer or assignment of the rights of any Debtor
under such contract or lease or a change, if any, in the ownership or control to the extent contemplated by
the Plan; (iii) increase, accelerate, or otherwise alter any obligations or liabilities of any Debtor, or any
Wind Down Estate, under such executory contract or unexpired lease; or (iv) create or impose a Lien upon
any property or Asset of any Debtor, or Wind Down Estates, as applicable.

15.
The Debtors intend to serve the Confirmation Hearing Notice on all parties to executory
contracts and unexpired leases. In addition, the Confirmation Hearing Notice provides that in the event of
any dispute pertaining to the proposed Cure Amount such dispute will be addressed pursuant to Section 8.2
of the Plan, which provides in part that, to the extent any such dispute relates solely to any Cure Amount,
the applicable Debtor may assume the executory contract or unexpired lease prior to the resolution of any
such dispute, as long as that the Debtor reserves cash in an amount sufficient to pay the full amount
reasonably asserted as the required Cure Amount by the contract counterparty.  Following entry of a final
order resolving any such dispute, the Debtors will have right to reject any executory contract or unexpired
lease within 30 days of such resolution.
Dated: ___________, 2022

Wilmington, Delaware

RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi, Esq. (No. 2732)
Amanda R. Steele, Esq. (No. 5530)
Zachary I. Shapiro, Esq. (No. 5103)
Matthew P. Milana, Esq. (No. 6681)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700

-and-

WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock, P.C. (admitted pro hac vice)
Candace M. Arthur, Esq. (admitted pro hac vice)
Natasha S. Hwangpo, Esq. (admitted pro hac vice)
Chase A. Bentley, Esq. (admitted pro hac vice)
767 Fifth Avenue
New York, New York 10153
Telephone:  (212) 310-8000

Attorneys for Debtors
and Debtors in Possession
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RLF1 28178409v.1

EXHIBIT 2-A
Reserve Bank Claims Ballot

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RLF1 28178409v.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

:

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)

:

:

Debtors.1
:
(Jointly Administered)

:

------------------------------------------------------------ x

BALLOT FOR ACCEPTING OR REJECTING
JOINT CHAPTER 11 PLAN OF LIQUIDATION OF
KABBAGE, INC. (D/B/A KSERVICING) AND ITS DEBTOR AFFILIATES
CLASS 3
PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR
COMPLETING BALLOTS CAREFULLY BEFORE COMPLETING THIS BALLOT
THIS BALLOT MUST BE ACTUALLY RECEIVED BY DECEMBER 23, 2022 BY
5:00 P.M. (PREVAILING EASTERN TIME) (THE “VOTING DEADLINE”)

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) have
sent this Ballot to you because our records indicate that you are a holder of a Claim in Class 3
(Reserve Bank Claims) and, accordingly, you have a right to vote to accept or reject the Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 14] (as may be amended, modified, or supplemented, the “Plan”).2
Your rights are described in the Debtors’ Disclosure Statement for Joint Chapter 11 Plan
of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors, and all exhibits
related thereto [Docket No. 63] (as may be amended, modified, or supplemented, the “Disclosure

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan, Disclosure
Statement (as defined herein), or the Order (I) Approving the Disclosure Statement of the Debtors, (II) Establishing
Solicitation, Voting, and Related Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and
Objection Procedures for Confirmation of Plan, (V) Approving Special Electronic Noticing Procedures,
(VI) Approving Debtors’ Proposed Cure Procedures for Unexpired Leases and Executory Contracts, and
(VII) Granting Related Relief [Docket No. [•]] (the “Disclosure Statement Order”), as applicable, or as the context
otherwise requires.
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Statement”) and the Disclosure Statement Order.  The Disclosure Statement, the Plan, the
Disclosure Statement Order, and the Confirmation Hearing Notice are included in the Solicitation
Package you are receiving with this Ballot.  If you need to obtain additional solicitation materials,
you may contact Omni Agent Solutions (“Omni”), the voting agent retained by the Debtors in
these Chapter 11 Cases, by (i) visiting Omni’s website for these Chapter 11 Cases at
www.omniagentsolutions.com/kservicing, (ii) writing to Kabbage, Inc. d/b/a KServicing, et al.,
c/o Omni Agent Solutions, Solicitation Team, 5955 De Soto Ave., Suite 100, Woodland Hills, CA
91367, (iii) e-mail at the following address kservicinginquiries@omniagnt.com, or (iv) telephone
at 866-956-2138 (toll free) or 747-226-5953 (international).  You may also obtain copies of any
pleadings filed in these Chapter 11 Cases for a fee via PACER at: www.pacer.psc.uscourts.gov.
The Court has approved the Disclosure Statement as containing adequate information, as
defined under section 1125 of the Bankruptcy Code.  Court approval of the Disclosure Statement
does not indicate approval of the Plan by the Court.  This Ballot may not be used for any purpose
other than to vote to accept or reject the Plan.  If you believe you have received this Ballot in error,
please contact Omni at the address, telephone number, or e-mail address set forth above.
You should review the Disclosure Statement and the Plan carefully before you vote.  You
may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of
your Claim.  Your Claim has been placed in Class 3 under the Plan.  If you hold Claims or Interests
in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote.
If Omni does not receive your Ballot on or before the Voting Deadline, which is
December 23, 2022 at 5:00 P.M. (Prevailing Eastern Time), and if the Voting Deadline is not
extended, your vote will not count.  If the Court confirms the Plan, it will bind you regardless
of whether you vote.  You may submit your Ballot through Omni’s online electronic balloting
portal (the “E-Balloting Portal”) or by returning this paper Ballot.

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If Submitting Your Vote through the E-Balloting Portal
Omni will accept Ballots if properly completed through the E-Balloting Portal.  To
submit your Ballot via the E-Balloting Portal, visit the following website:
www.omniagentsolutions.com/kservicing, click on the “E-Ballot” section of the Debtors’
website, and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit
your customized electronic Ballot:
Unique E-Ballot ID#:__________________________________________________

Omni’s E-Balloting 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.

Each E-Ballot ID# is to be used solely for voting only those Claims identified and
described in your electronic Ballot.  Please complete and submit an electronic Ballot for
each E-Ballot ID# you receive, as applicable.  Claimants who cast a Ballot using the E-
Balloting Portal should NOT also submit a paper Ballot.

If your Ballot is not received by Omni on or before the Voting Deadline, and such Voting
Deadline is not extended by the Debtors as noted above, your vote will not be counted.
If Submitting Your Vote by Overnight Courier, Hand Delivery, or First-Class Mail:
Kabbage, Inc. d/b/a KServicing, et. al.
c/o Omni Agent Solutions
5955 De Soto Ave., Suite 100,
Woodland Hills, CA 91367

Item 1.  Treatment of Your Class 3 Reserve Bank Claim.

Subject to the terms and conditions of the Plan, you will receive the following treatment on account
of your Class 3 Reserve Bank Claim if the Plan is consummated, and except to the extent that a
holder of an Allowed Reserve Bank Claim against the Debtors agrees to a less favorable treatment
of such Claim, each holder of an Allowed Reserve Bank Claim in full and final satisfaction,
compromise, settlement, release, and discharge will receive the following:

(i)
Reserve Bank Secured Claims will receive:

1.
if the Funded Transaction occurs and the Reserve Bank
elects: (x) Post-Effective Date PPPLF Servicing, cash
proceeds of the PPPLF Collateral or (y) PPPLF Transfer, the
return of the PPPLF Collateral; or
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2.
if the Unfunded Transaction occurs (x) return of the PPPLF
Collateral.

(ii)
Reserve Bank Priority Claims will receive:

1. if the Funded Transaction occurs: GUC Pool Class A Claims, or

2. if the Unfunded Transaction occurs GUC Trust Beneficial A
Interests.
For additional discussion of your treatment and rights under the Plan, please read the
Disclosure Statement and the Plan.

Item 2.  Amount of Claim.
The undersigned hereby certifies that as of the Voting Record Date November 21, 2022,
the undersigned holder was the holder of a Class 3 Reserve Bank Claim against the Debtors in the
following principal amount (insert amount in box below) for voting:
Amount of Claim:  $___________________

Item 3.  Vote on Plan and Consent to Third Party Release.
In this item of the Ballot, you will be given the choice to vote to accept, reject or abstain from
voting on the Plan and consent (or not consent) to the third party releases in Section 10.6 of
the Plan (the “Third Party Releases”).  The complete text of the Third Party Release is set
forth later in this Ballot.
You have the following four options regarding voting on the Plan and/or consenting to the
Third Party Release: (i) vote to accept the Plan and consent to the Third Party Release, (ii)
vote to reject the Plan and consent to the Third Party Release, (iii) vote to reject the Plan and
opt out of the Third Party Release and (iv) abstain from voting on the Plan and opt out of
the Third Party Release.
Please check ONE box below.
□ ACCEPT THE PLAN AND CONSENT TO THE THIRD PARTY RELEASE
□ REJECT THE PLAN AND CONSENT TO THE THIRD PARTY RELEASE.
□ REJECT THE PLAN AND OPT OUT OF THE THIRD PARTY RELEASE
□ ABSTAIN FROM VOTING THE PLAN AND OPT OUT OF THE THIRD PARTY
RELEASE

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Any Ballot that is executed by the holder of a Claim, but that checks more than one box
above or does not indicate either an acceptance or rejection of the Plan, will not be counted.
Please also be advised that if you do not return your Ballot, you will be deemed to have
consented to the Third Party Release.
If no holders of Class 3 Reserve Bank Claims eligible to vote to accept or reject the Plan
vote on the Plan, then the Plan will be deemed accepted by Class 3 Reserve Bank Claims.
Section 10.6 of the Plan provides for the following release:
As of the Effective Date, except (a) for the right to enforce the Plan or (b) as otherwise
expressly provided in the Plan or in the Confirmation Order, to the fullest extent permissible
under applicable law, as such law may be extended or integrated after the date upon which
the Bankruptcy Court enters the Confirmation Order, on or after the Effective Date, the
Released Parties3 shall be deemed expressly, conclusively, absolutely, unconditionally,
irrevocably and forever, released, waived, and discharged by the Releasing Parties4 from any
and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and
liabilities whatsoever (including any derivative claims asserted or that may be asserted on
behalf of the Debtors and their Estates), whether known or unknown, foreseen or unforeseen,
existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any
manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan
(including the Plan Supplement), the Disclosure Statement, the Restructuring, the
formulation, preparation, dissemination, negotiation of any of the foregoing or any contract,
instrument, release, or other agreement or document created or entered into in connection
with any of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on
the Plan, the pursuit of consummation of the Effective Date, the administration and
implementation of the Plan, including the issuance or distribution of securities pursuant to
the Plan, or the distribution of property under the Plan or any other related agreement, or
upon any other act or omission, transaction, agreement, event, or other occurrence taking
place on or before the Effective Date related or relating to the foregoing, except for acts or
omissions of a Released Party arising out of or related to acts or omissions that constitute
actual fraud, gross negligence, criminal misconduct or willful misconduct.  Notwithstanding
anything to the contrary in the foregoing, the releases set forth above shall not be construed
as releasing any post-Effective Date obligations of any party or entity under the Plan, or any

3 “Released Parties” as defined by the Plan means, collectively, each of the following in their capacity as such: (a)
the Debtors, (b) the Liquidating Debtors, (c) [the Reserve Bank; and (d)] the Related Parties for each of the foregoing.
See Section 1.104 of the Plan.
4 “Releasing Parties” means, collectively, each of the following in their capacity as such: (a) each of the Released
Parties (other than the Debtors and the Liquidating Debtors); (b) all holders of Claims or Interests who vote to accept
the Plan; (c) all holders of Claims or Interests that are unimpaired or deemed to accept the Plan; (d) all holders of
Claims or Interests that are eligible to vote to accept or reject the Plan that either vote to reject the Plan or abstain
from voting on the Plan for all Classes in which they are eligible to vote and who do not affirmatively opt-out of the
releases in accordance with the ballot to solicit acceptances or rejections of the Plan; (e) all holders of Claims or
Interests with notice and an opportunity to opt-out of, or object to, the releases; and (f) with respect to each of the
foregoing Entities and Persons in clauses (a) – (e), all of their respective Related Parties to the maximum extent
permitted by law.  See id. Section 1.105.
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RLF1 28178409v.1
document, instrument, or agreement (including those set forth in the Plan Supplement)
executed to implement the Plan.
Item 4.  Certifications.

By signing this Ballot, the undersigned certifies to the Court and the Debtors:

a. that as of the Voting Record Date or the General Bar Date, as applicable, the
undersigned is either: (a) the Person that is the holder of the Class 3 Reserve Bank
Claim(s) being voted; or (b) the Person that is an authorized signatory for the Person
that is the holder of the Class 3 Reserve Bank Claim(s) being voted;
b. that the Person has received a copy of the Disclosure Statement, the Plan, and the
Solicitation Package and acknowledges that the solicitation is being made pursuant to
the terms and conditions set forth therein;
c. that the Person has cast the same vote with respect to all Class 3 Reserve Bank Claims;
d. that no other Ballots with respect to the amount of the Class 3 Reserve Bank Claim(s)
identified in Item 2 have been cast or, if any other Ballots have been cast with respect
to such Claim(s), then any such Ballots dated earlier are hereby revoked;
e. that the Person acknowledges that a vote to accept the Plan constitutes an acceptance
of the treatment of such Person’s Class 3 Reserve Bank Claim(s);
f. that the Person understands and, if accepting the Plan, agrees with the treatment
provided for its Claim(s) under the Plan;
g. that the Person acknowledges and understands that (a) if no holders of Claims eligible
to vote in a particular Class vote to accept or reject the Plan, the Plan shall be deemed
accepted by the holders of such Claims in such Class; and (b) any Class of Claims that
does not have a holder of an Allowed Claim, or a Claim temporarily allowed by the
Court as of the date of the Confirmation Hearing, shall be deemed eliminated from the
Plan for purposes of voting to accept or reject the Plan and for purposes of determining
acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the
Bankruptcy Code; and
h. that the Person acknowledges and agrees that the Debtors may make conforming
changes to the Plan to the extent provided by Bankruptcy Rule 3019 as may be
reasonably necessary but that the Debtors will not re-solicit acceptances or rejections
of the Plan in the event of such conforming changes.

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RLF1 28178409v.1

Name of Holder: __________________________________
 (Please print or type)

Signature: __________________________________

Name of Signatory: __________________________________
 (If other than holder)5

Title: __________________________________

Address: __________________________________

 __________________________________

 __________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________

UNLESS SUBMITTING YOUR VOTE THROUGH THE E-BALLOTING PORTAL,
PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT
PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
WHETHER SUBMITTING YOUR BALLOT THROUGH THE E-BALLOTING
PORTAL, OR BY FIRST CLASS MAIL, OVER NIGHT COURIER OR HAND
DELIVERY, YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE
VOTING DEADLINE, WHICH IS DECEMBER 23, 2022 AT 5:00 P.M.
PREVAILING EASTERN TIME.

5 If you are completing this Ballot on behalf of another Person, indicate your relationship with such Person and the
capacity in which you are signing.  You may be required to provide additional information or documentation with
respect to such relationship.
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RLF1 28178409v.1
INSTRUCTIONS FOR COMPLETING BALLOTS
1.
The Debtors are soliciting the votes of holders of certain Claims with respect to the Plan
annexed as Exhibit A to the Disclosure Statement.  Capitalized terms used in the Ballot or
in these instructions (the “Ballot Instructions”) but not otherwise defined therein or herein
shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure
Statement Order, as applicable.
2.
The Court may confirm the Plan and thereby bind you to the terms of the Plan.  Please
review the Disclosure Statement for more information.
3.
Omni’s “E-Ballot” platform 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.  To have your vote counted, you must
electronically complete, sign, and return this customized Electronic Ballot by utilizing the
E-Ballot platform on Omni’s website.  Your Ballot must be received by Omni no later than
the Voting Deadline, unless such time is extended by the Debtors.
HOLDERS ARE STRONGLY ENCOURAGED TO SUBMIT THEIR BALLOTS
VIA THE E-BALLOT PLATFORM.
4.
If you prefer to return a hard copy of your Ballot, you may return it in the enclosed
preaddressed, postage prepaid envelope or via first class, overnight courier, or hand
delivery to:
Kabbage, Inc. d/b/a KServicing, et al.
c/o Omni Agent Solutions
5955 De Soto Ave., Suite 100,
Woodland Hills, CA 91367
5.
To ensure that your vote is counted, you must: (a) complete the Ballot; (b) indicate your
decision either to accept, reject or abstain from voting on the Plan in the boxes provided in
Item 3 of the Ballot; and (c) sign and return the Ballot to the address set forth on the
enclosed pre-addressed envelope or in a method provided herein.  The Voting Deadline for
the receipt of Ballots by Omni is December 23, 2022 at 5:00 p.m. (Prevailing Eastern
Time).  Your completed Ballot must be received by Omni on or before the Voting
Deadline.
6.
Except as otherwise provided herein or unless waived by the Debtors or permitted by order
of the Bankruptcy Court, unless the Ballot being furnished is timely submitted on or prior
to the Voting Deadline, the Debtors shall reject such Ballot as invalid and, therefore,
decline to count it in connection with confirmation of the Plan.
7.
If you cast more than one Ballot voting the same Claim(s) before the Voting Deadline, the
last valid Ballot received on or before the Voting Deadline shall be deemed to reflect your
intent, and thus, supersede any prior Ballot.
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RLF1 28178409v.1
8.
If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but
does not indicate either an acceptance or rejection of the Plan, the Ballot will not be
counted.
9.
If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but
indicates both an acceptance and a rejection of the Plan, the Ballot will not be counted.
10.
You shall be deemed to have voted the full amount of your Claim in each Class and shall
not be entitled to split your vote within a particular Class.  Any Ballot that partially accepts
and partially rejects the Plan will not be counted.
11.
If you cast Ballots received by Omni on the same day, but which are voted inconsistently,
such Ballots will not be counted.
12.
The following Ballots shall not be counted:
(i) any Ballot received after the Voting Deadline, unless the Debtors shall have granted
an extension of the Voting Deadline in writing with respect to such Ballot;
(ii) any Ballot that is illegible or contains insufficient information to permit the
identification of the Claim holder;
(iii) any Ballot cast by a person or entity that does not hold a Claim in a Class that is
entitled to vote to accept or reject the Plan;
(iv) any Ballot cast by a person who is not entitled to vote, even if such individual holds
a Claim in a Voting Class;
(v) any unsigned Ballot;
(vi) any Ballot for which the Court determines, after notice and a hearing, that such vote
was not solicited or procured in good faith or in accordance with the provisions of
the Bankruptcy Code; or
(vii) any Ballot transmitted to Omni by means not specifically approved herein.
13.
If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian,
attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative
capacity, you should indicate such capacity when signing and, if requested by Omni, the
Debtors, or the Court, must submit proper evidence to the requesting party to so act on
behalf of such holder.  In addition, you should provide their name and mailing address if it
is different from that set forth on the attached mailing label or if no such mailing label is
attached to the Ballot.
14.
If you hold Claims in more than one Voting Class, you must use separate Ballots for each
Class of Claims.
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RLF1 28178409v.1
15.
The Debtors, subject to contrary order of the Bankruptcy Court, may waive any defect or
irregularity as to any particular Ballot at any time, either before or after the close of voting,
and any such waiver shall be documented in the Voting Certification.
16.
Neither the Debtors, nor any other Person, will be under any duty to provide notification
of defects or irregularities with respect to delivered Ballots other than as provided in the
Voting Certification, nor will any of them incur any liability for failure to provide such
notification.
17.
Unless waived by the Debtors, subject to contrary order of the Bankruptcy Court, any
defects or irregularities in connection with deliveries of Ballots must be cured prior to the
Voting Deadline or such Ballots will not be counted.
18.
The Ballot is not a letter of transmittal and may not be used for any purpose other than to
vote to accept or reject the Plan.  Accordingly, at this time, holders of Claims should not
surrender certificates or instruments representing or evidencing their Claim, and neither
the Debtors nor Omni will accept delivery of any such certificates or instruments
surrendered together with a Ballot.
19.
This Ballot does not constitute, and shall not be deemed to be (i) a proof of claim or (ii) an
assertion or admission of a Claim.
20.
If you believe you have received the wrong Ballot, you should contact Omni immediately
at telephone at 866-956-2138 (U.S. & Canada toll free) or 747-226-5953 (international) or
by email to kservicinginquiries@omniagnt.com and include “Kabbage, Inc., d/b/a
KServicing” in the subject line.
PLEASE SUBMIT YOUR BALLOT PROMPTLY
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING
PROCEDURES, PLEASE CONTACT OMNI AT 866-956-2138 (U.S. & CANADA TOLL
FREE) OR 747-226-5953 (INTERNATIONAL)

****

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RLF1 28178409v.1
EXHIBIT 2-B
Form Claim Ballot (General Unsecured Claims Ballot)

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RLF1 28178409v.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

:

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)

:

:

Debtors.1
:
(Jointly Administered)

:

------------------------------------------------------------ x

BALLOT FOR ACCEPTING OR REJECTING
JOINT CHAPTER 11 PLAN OF LIQUIDATION OF
KABBAGE, INC. (D/B/A KSERVICING) AND ITS DEBTOR AFFILIATES
CLASS 4
PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR
COMPLETING BALLOTS CAREFULLY BEFORE COMPLETING THIS BALLOT
THIS BALLOT MUST BE ACTUALLY RECEIVED BY DECEMBER 23, 2022 BY
5:00 P.M. (PREVAILING EASTERN TIME) (THE “VOTING DEADLINE”)

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) have
sent this Ballot to you because our records indicate that you are a holder of a Claim in Class 4
(General Unsecured Claims) and, accordingly, you have a right to vote to accept or reject the Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 14] (as may be amended, modified, or supplemented, the “Plan”).2
Your rights are described in the Debtors’ Disclosure Statement for Joint Chapter 11 Plan
of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors, and all exhibits
related thereto [Docket No. 63] (as may be amended, modified, or supplemented, the “Disclosure
Statement”) and the Disclosure Statement Order.  The Disclosure Statement, the Plan, the

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan, Disclosure
Statement (as defined herein), or the Order (I) Approving the Disclosure Statement of the Debtors, (II) Establishing
Solicitation, Voting, and Related Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and
Objection Procedures for Confirmation of Plan, (V) Approving Special Electronic Noticing Procedures,
(VI) Approving Debtors’ Proposed Cure Procedures for Unexpired Leases and Executory Contracts, and
(VII) Granting Related Relief [Docket No. [•]] (the “Disclosure Statement Order”), as applicable, or as the context
otherwise requires.
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RLF1 28178409v.1
Disclosure Statement Order, and the Confirmation Hearing Notice are included in the Solicitation
Package you are receiving with this Ballot.  If you need to obtain additional solicitation materials,
you may contact Omni Agent Solutions (“Omni”), the voting agent retained by the Debtors in
these Chapter 11 Cases, by (i) visiting Omni’s website for these Chapter 11 Cases at
www.omniagentsolutions.com/kservicing, (ii) writing to Omni at Kabbage, Inc. d/b/a KServicing,
5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367, (iii) e-mail at the following address
kservicinginquiries@omniagnt.com, or (iv) telephone at 866-956-2138 (U.S. & Canada toll free)
or 747-226-5953 (international).  You may also obtain copies of any pleadings filed in these
Chapter 11 Cases for a fee via PACER at: www.pacer.psc.uscourts.gov.
The Court has approved the Disclosure Statement as containing adequate information, as
required under section 1125 of the Bankruptcy Code.  Court approval of the Disclosure Statement
does not indicate approval of the Plan by the Court.  This Ballot may not be used for any purpose
other than to vote to accept or reject the Plan.  If you believe you have received this Ballot in error,
please contact Omni at the address, telephone number, or e-mail address set forth above.
You should review the Disclosure Statement and the Plan carefully before you vote.  You
may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of
your Claim.  Your Claim has been placed in Class 4 under the Plan.  If you hold Claims or Interests
in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote.
If Omni does not receive your Ballot on or before the Voting Deadline, which is December
23, 2022, at 5:00 p.m. (Prevailing Eastern Time), and if the Voting Deadline is not extended,
your vote will not count.  If the Court confirms the Plan, it will bind you regardless of whether
you vote.  You may submit your Ballot through Omni’s online electronic balloting portal (the “E-
Balloting Portal”) or by returning this paper Ballot.

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RLF1 28178409v.1
If Submitting Your Vote through the E-Balloting Portal
Omni will accept Ballots if properly completed through the E-Balloting Portal.  To submit
your
Ballot
via
the
E-Balloting
Portal,
visit
the
following
website:
www.omniagentsolutions.com/kservicing, click on the “E-Ballot” section of the Debtors’
website, and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your
customized electronic Ballot:

Unique E-Ballot ID#:__________________________________________________

Omni’s E-Balloting 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.

Each E-Ballot ID# is to be used solely for voting only those Claims or Interests identified
and described in your electronic Ballot.  Please complete and submit an electronic Ballot
for each E-Ballot ID# you receive, as applicable.  Claimants who cast a Ballot using the E-
Balloting Portal should NOT also submit a paper Ballot.

If your Ballot is not received by Omni on or before the Voting Deadline, and such Voting
Deadline is not extended by the Debtors as noted above, your vote will not be counted.
If Submitting Your Vote by Overnight Courier, Hand Delivery, or First Class Mail:
Kabbage, Inc. d/b/a KServicing, et al.
c/o Omni Agent Solutions
5955 De Soto Ave., Suite 100,
Woodland Hills, CA 91367

Item 1.  Treatment of Your Class 4 General Unsecured Claim.

Subject to the terms and conditions of the Plan, you will receive the following treatment on account
of your Class 4 General Unsecured Claim if it is Allowed and the Plan is consummated, and except
to the extent that a holder of an Allowed General Unsecured Claim against the Debtors agrees to
a less favorable treatment of such Claim, each holder of an Allowed General Unsecured Claim in
full and final satisfaction, compromise, settlement, release, and discharge will receive the
following:
(i)
General Unsecured Claims will receive:

1.
if the Funded Transaction occurs, its pro rata share of the
GUC Pool Class B Claims; or

2.
if the Unfunded Transaction occurs, its pro rata share of the
GUC Trust Beneficial B Interests.
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RLF1 28178409v.1
For additional discussion of your treatment and rights under the Plan, please read the
Disclosure Statement and the Plan.

Item 2.  Amount of Claim.
The undersigned hereby certifies that as of the Voting Record Date November 21, 2022
the undersigned holder was the holder of a Class 4 General Unsecured Claim in the following
principal amount(s) (insert amount in box below) for voting:
Amount of Claim:  $___________________
Debtor:  ___________________

Item 3.  Vote on Plan and Consent to Third Party Release.
In this item of the Ballot, you will be given the choice to vote to accept, reject or abstain from
voting on the Plan and consent (or not consent) to the third party releases in Section 10.6 of
the Plan (the “Third Party Releases”).  The complete text of the Third Party Release is set
forth later in this Ballot.
You have the following four options regarding voting on the Plan and/or consenting to the
Third Party Release: (i) vote to accept the Plan and consent to the Third Party Release, (ii)
vote to reject the Plan and consent to the Third Party Release, (iii) vote to reject the Plan and
opt out of the Third Party Release and (iv) abstain from voting on the Plan and opt out of
the Third Party Release.
Please check ONE box below.
□ ACCEPT THE PLAN AND CONSENT TO THE THIRD PARTY RELEASE
□ REJECT THE PLAN AND CONSENT TO THE THIRD PARTY RELEASE.
□ REJECT THE PLAN AND OPT OUT OF THE THIRD PARTY RELEASE
□ ABSTAIN FROM VOTING THE PLAN AND OPT OUT OF THE THIRD PARTY
RELEASE
Any Ballot that is executed by the holder of a Claim, but that checks more than one box
above or does not indicate either an acceptance or rejection of the Plan, will not be counted.
If no holders of Class 4 General Unsecured Claims eligible to vote to accept or reject the
Plan, then the Plan will be deemed accepted by Class 4 General Unsecured Claims.

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RLF1 28178409v.1
Section 10.6 of the Plan provides for the following release:
As of the Effective Date, except (a) for the right to enforce the Plan or (b) as
otherwise expressly provided in the Plan or in the Confirmation Order, to the fullest extent
permissible under applicable law, as such law may be extended or integrated after the date
upon which the Bankruptcy Court enters the Confirmation Order, on or after the Effective
Date, the Released Parties3 shall be deemed expressly, conclusively, absolutely,
unconditionally, irrevocably and forever, released, waived, and discharged by the Releasing
Parties4 from any and all claims, interests, obligations, rights, suits, damages, Causes of
Action, remedies, and liabilities whatsoever (including any derivative claims asserted or that
may be asserted on behalf of the Debtors and their Estates), whether known or unknown,
foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on
or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter
11 Cases, the Plan (including the Plan Supplement), the Disclosure Statement, the
Restructuring, the formulation, preparation, dissemination, negotiation of any of the
foregoing or any contract, instrument, release, or other agreement or document created or
entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan,
the solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the
administration and implementation of the Plan, including the issuance or distribution of
securities pursuant to the Plan, or the distribution of property under the Plan or any other
related agreement, or upon any other act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date related or relating to the foregoing,
except for acts or omissions of a Released Party arising out of or related to acts or omissions
that constitute actual fraud, gross negligence, criminal misconduct or willful misconduct.
Notwithstanding anything to the contrary in the foregoing, the releases set forth above shall
not be construed as releasing any post-Effective Date obligations of any party or entity under
the Plan, or any document, instrument, or agreement (including those set forth in the Plan
Supplement) executed to implement the Plan.
Item 4.  Certifications.

By signing this Ballot, the undersigned certifies to the Court and the Debtors:

a. that as of the Voting Record Date or the General Bar Date, as applicable, the
undersigned is either: (a) the Person that is the holder of the Class 4 General Unsecured

3 “Released Parties” as defined by the Plan means, collectively, each of the following in their capacity as such: (a)
the Debtors, (b) the Liquidating Debtors, (c) [the Reserve Bank; and (d)] the Related Parties for each of the
foregoing.  See Section 1.104 of the Plan.
4 “Releasing Parties” means, collectively, each of the following in their capacity as such: (a) each of the Released
Parties (other than the Debtors and the Liquidating Debtors); (b) all holders of Claims or Interests who vote to accept
the Plan; (c) all holders of Claims or Interests that are unimpaired or deemed to accept the Plan; (d) all holders of
Claims or Interests that are eligible to vote to accept or reject the Plan that either vote to reject the Plan or abstain
from voting on the Plan for all Classes in which they are eligible to vote and who do not affirmatively opt-out of
the releases in accordance with the ballot to solicit acceptances or rejections of the Plan; (e) all holders of Claims
or Interests with notice and an opportunity to opt-out of, or object to, the releases; and (f) with respect to each of
the foregoing Entities and Persons in clauses (a) – (e), all of their respective Related Parties to the maximum extent
permitted by law.  See id. at Section 1.105.

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RLF1 28178409v.1
Claim(s) being voted; or (b) the Person that is an authorized signatory for the Person
that is the holder of the Class 4 General Unsecured Claim(s) being voted;
b. that the Person has received a copy of the Disclosure Statement, the Plan, and the
Solicitation Package and acknowledges that the solicitation is being made pursuant to
the terms and conditions set forth therein;
c. that the Person has cast the same vote with respect to all Class 4 General Unsecured
Claims;
d. that no other Ballots with respect to the amount of the Class 4 General Unsecured
Claim(s) identified in Item 2 have been cast or, if any other Ballots have been cast with
respect to such Claim(s), then any such Ballots dated earlier are hereby revoked;
e. that the Person acknowledges that a vote to accept the Plan constitutes an acceptance
of the treatment of such Person’s Class 4 General Unsecured Claim(s);
f. that the Person understands and, if accepting the Plan, agrees with the treatment
provided for its Claim(s) under the Plan;
g. that the Person acknowledges and understands that (a) if no holders of Claims eligible
to vote in a particular Class vote to accept or reject the Plan, the Plan shall be deemed
accepted by the holders of such Claims in such Class; and (b) any Class of Claims that
does not have a holder of an Allowed Claim, or a Claim temporarily allowed by the
Court as of the date of the Confirmation Hearing, shall be deemed eliminated from the
Plan for purposes of voting to accept or reject the Plan and for purposes of determining
acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the
Bankruptcy Code; and
h. that the Person acknowledges and agrees that the Debtors may make conforming
changes to the Plan to the extent provided by Bankruptcy Rule 3019 as may be
reasonably necessary but that the Debtors will not re-solicit acceptances or rejections
of the Plan in the event of such conforming changes.

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RLF1 28178409v.1
Name of Holder: __________________________________
 (Please print or type)

Signature: __________________________________

Name of Signatory: __________________________________
 (If other than holder)5

Title: __________________________________

Address: __________________________________

 __________________________________

 __________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________

UNLESS SUBMITTING YOUR VOTE THROUGH THE E-BALLOTING PORTAL,
PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT
PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
WHETHER SUBMITTING YOUR BALLOT THROUGH THE E-BALLOTING
PORTAL, OR BY FIRST CLASS MAIL, OVER NIGHT COURIER OR HAND
DELIVERY, YOUR BALLOT MUST BE ACTUALLY RECEIVED
BY THE VOTING DEADLINE, WHICH IS ON
DECEMBER 23, 2022 PREVAILING EASTERN TIME BY 5:00 P.M.

5 If you are completing this Ballot on behalf of another Person, indicate your relationship with such Person and the
capacity in which you are signing.  You may be required to provide additional information or documentation with
respect to such relationship.
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RLF1 28178409v.1
INSTRUCTIONS FOR COMPLETING BALLOTS
1.
The Debtors are soliciting the votes of holders of certain Claims with respect to the Plan
annexed as Exhibit A to the Disclosure Statement.  Capitalized terms used in the Ballot or
in these instructions (the “Ballot Instructions”) but not otherwise defined therein or herein
shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure
Statement Order, as applicable.
2.
The Court may confirm the Plan and thereby bind you to the terms of the Plan.  Please
review the Disclosure Statement for more information.
3.
Omni’s “E-Ballot” platform 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.  To have your vote counted, you must
electronically complete, sign, and return this customized Electronic Ballot by utilizing the
E-Ballot platform on Omni’s website.  Your Ballot must be received by Omni no later than
the Voting Deadline, unless such time is extended by the Debtors.
HOLDERS ARE STRONGLY ENCOURAGED TO SUBMIT THEIR BALLOTS
VIA THE E-BALLOT PLATFORM.
4.
If you prefer to return a hard copy of your Ballot, you may return it in the enclosed
preaddressed, postage prepaid envelope or via first class, overnight courier, or hand
delivery to:
Kabbage, Inc. d/b/a KServicing, et al.
c/o Omni Agent Solutions
5955 De Soto Ave., Suite 100,
Woodland Hills, CA 91367
5.
To ensure that your vote is counted, you must: (a) complete the Ballot; (b) indicate your
decision either to accept or reject the Plan in the boxes provided in Item 3 of the Ballot;
and (c) sign and return the Ballot to the address set forth on the enclosed pre-addressed
envelope or in a method provided herein.  The Voting Deadline for the receipt of Ballots
by Omni is on December 23, 2022 at 5:00 P.M. (Prevailing Eastern Time).  Your
completed Ballot must be received by Omni on or before the Voting Deadline.
6.
Except as otherwise provided herein or unless waived by the Debtors or permitted by order
of the Bankruptcy Court, unless the Ballot being furnished is timely submitted on or prior
to the Voting Deadline, the Debtors shall reject such Ballot as invalid and, therefore,
decline to count it in connection with confirmation of the Plan.
7.
If you cast more than one Ballot voting the same Claim(s) before the Voting Deadline, the
last valid Ballot received on or before the Voting Deadline shall be deemed to reflect your
intent, and thus, supersede any prior Ballot.
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8.
If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but
does not indicate either an acceptance or rejection of the Plan, the Ballot will not be
counted.
9.
If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but
indicates both an acceptance and a rejection of the Plan, the Ballot will not be counted.
10.
You shall be deemed to have voted the full amount of your Claim in each Class and shall
not be entitled to split your vote within a particular Class.  Any Ballot that partially accepts
and partially rejects the Plan will not be counted.
11.
If you cast Ballots received by Omni on the same day, but which are voted inconsistently,
such Ballots will not be counted.
12.
The following Ballots shall not be counted:
(i) any Ballot received after the Voting Deadline, unless the Debtors shall have granted
an extension of the Voting Deadline in writing with respect to such Ballot;
(ii) any Ballot that is illegible or contains insufficient information to permit the
identification of the Claim holder;
(iii) any Ballot cast by a person or entity that does not hold a Claim in a Class that is
entitled to vote to accept or reject the Plan;
(iv) any Ballot cast by a person who is not entitled to vote, even if such individual holds
a Claim in a Voting Class;
(v) any unsigned Ballot;
(vi) any Ballot for which the Court determines, after notice and a hearing, that such vote
was not solicited or procured in good faith or in accordance with the provisions of
the Bankruptcy Code; or
(vii) any Ballot transmitted to Omni by means not specifically approved herein.
13.
If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian,
attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative
capacity, you should indicate such capacity when signing and, if requested by Omni, the
Debtors, or the Court, must submit proper evidence to the requesting party to so act on
behalf of such holder.  In addition, you should provide their name and mailing address if it
is different from that set forth on the attached mailing label or if no such mailing label is
attached to the Ballot.
14.
If you hold Claims in more than one Voting Class, you must use separate Ballots for each
Class of Claims.
Case 22-10951-CTG    Doc 176-2    Filed 10/31/22    Page 42 of 43

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RLF1 28178409v.1
15.
The Debtors, subject to contrary order of the Bankruptcy Court, may waive any defect or
irregularity as to any particular Ballot at any time, either before or after the close of voting,
and any such waiver shall be documented in the Voting Certification.
16.
Neither the Debtors, nor any other Person, will be under any duty to provide notification
of defects or irregularities with respect to delivered Ballots other than as provided in the
Voting Certification, nor will any of them incur any liability for failure to provide such
notification.
17.
Unless waived by the Debtors, subject to contrary order of the Bankruptcy Court, any
defects or irregularities in connection with deliveries of Ballots must be cured prior to the
Voting Deadline or such Ballots will not be counted.
18.
The Ballot is not a letter of transmittal and may not be used for any purpose other than to
vote to accept or reject the Plan.  Accordingly, at this time, holders of Claims should not
surrender certificates or instruments representing or evidencing their Claim, and neither
the Debtors nor Omni will accept delivery of any such certificates or instruments
surrendered together with a Ballot.
19.
This Ballot does not constitute, and shall not be deemed to be (i) a proof of claim or (ii) an
assertion or admission of a Claim.
20.
If you believe you have received the wrong Ballot, you should contact Omni immediately
at 866-956-2138 (Toll Free) or 747-226-5953 (International) or by email to
kservicinginquiries@omniagnt.com and include “Kabbage, Inc. d/b/a KServicing” in the
subject line.
PLEASE SUBMIT YOUR BALLOT PROMPTLY
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING
PROCEDURES, PLEASE CONTACT OMNI AT 866-956-2138 (TOLL FREE)
OR 747-226-5953 (INTERNATIONAL)

****
Case 22-10951-CTG    Doc 176-2    Filed 10/31/22    Page 43 of 43

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