ConvergeOne Chapter 11 ConvergeOne Holdings,Inc.,et al.
Combined Hearing Notice
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re: ) Chapter 11
CONVERGEONE HOLDINGS, INC., et al.,' ) Case No. 24-90194 (CML)
Debtors. ) (Jointly Administered)
NOTICE OF(I) COMMENCEMENT
OF CHAPTER 11 BANKRUPTCY CASES,(II)HEARING ON THE
DISCLOSURE STATEMENT,CONFIRMATION OF THE JOINT PREPACKAGED
CHAPTER 11 PLAN,AND RELATED MATTERS,AND (III)OBJECTION DEADLINES
AND SUMMARY OF THE DEBTORS' JOINT PREPACKAGED CHAPTER 11 PLAN
NOTICE IS HEREBY GIVEN as follows:
On April 3, 2024 (the "Petition Date"), the above-captioned debtors and debtors in possession
(collectively, the "Debtors") filed with the United States Bankruptcy Court for the Southern District of
Texas (the "Bankruptcy Court") their Joint Prepackaged Chapter 11 Plan of Reorganization of
ConvergeOne Holdings, Inc. and Its Debtor Affiliates [Docket No. 27] (as amended, supplemented, or
otherwise modified from time to time,the"Plan")and the Disclosure Statement for the Joint Prepackaged
Chapter 11 Plan of Reorganization of ConvergeOne Holdings, Inc. and Its Debtor Affiliates [Docket No.
26] (as amended, supplemented, or otherwise modified from time to time, the "Disclosure Statement")
pursuant to sections 1125 and 1126(b) of title 11 of the United States Code (the "Bankruptcy Code").
Copies of the Plan and the Disclosure Statement may be obtained upon request of the Debtors' proposed
counsel at the address specified below and are on file with the Clerk of the Court, 515 Rusk Street,Houston,
Texas 77002, where they are available for review between the hours of 8:00 a.m. to 5:00 p.m., prevailing
Central Time. The Plan and the Disclosure Statement also are available for inspection, free of charge, on
the Debtors' restructuring website at https://dm.epiql 1.com/C1.2
The Plan is a"prepackaged"plan of reorganization. The Debtors believe that any valid alternative
restructuring proposal would result in significant delays, litigation, and additional costs and would
jeopardize recoveries for Holders of Allowed Claims.
i The Debtors in these Chapter 11 Cases,together with the last four digits of each Debtor's federal tax identification number,
are as follows: AAA Network Solutions, Inc. (7602); ConvergeOne Dedicated Services, LLC (3323); ConvergeOne
Government Solutions, LLC (7538); ConvergeOne Holdings, Inc. (9427); ConvergeOne Managed Services, LLC (6277);
ConvergeOne Systems Integration, Inc. (9098); ConvergeOne Technology Utilities, Inc. (6466); ConvergeOne Texas,LLC
(5063);ConvergeOne Unified Technology Solutions,Inc.(2412);ConvergeOne,Inc.(3228);Integration Partners Corporation
(7289);NetSource Communications Inc. (6228);NuAge Experts LLC(8150); Providea Conferencing,LLC (7448);PVKG
Intermediate Holdings Inc. (4875); Silent IT,LLC (7730); and WrightCore, Inc. (3654). The Debtors' mailing address is
10900 Nesbitt Avenue South,Bloomington,Minnesota 55437.
2 Capitalized terms used but not defined herein have the meanings given to them in the Plan or the Disclosure Statement,as
applicable. The statements contained herein are summaries of the provisions contained in the Plan and the Disclosure
Statement and do not purport to be precise or complete statements of all the terms and provisions of the Plan or the documents
referred therein. To the extent there is a discrepancy between the terms herein and the Plan or the Disclosure Statement,the
Plan or the Disclosure Statement,as applicable,shall govern and control.
ConvergeOne Holdings,Inc.,et al.
Combined Hearing Notice
Confirmation Information
A hearing on confirmation of the Plan and the adequacy of the Disclosure Statement (the
"Combined Hearing")will be held before the Honorable Judge Christopher M. Lopez,Courtroom 401,of
the United States Bankruptcy Court for the Southern District of Texas,Houston Division,515 Rusk Street,
Houston,Texas 77002,on May 17,2024 at 1:00 p.m.,prevailing Central Time. At the Combined Hearing,
the Court will consider the adequacy of the Disclosure Statement, any objections to the Disclosure
Statement, confirmation of the Plan, any objections thereto, and any other matter that may properly come
before the Court. Please be advised that the Court or the Debtors may continue the Combined Hearing from
time to time without further notice other than a reset being requested in open Court or a notice of reset being
filed with the Court and served on parties entitled to notice.
Information Regarding the Plan
Voting Record Date. The Voting Record Date was April 1, 2024, which was the date used for
determining which Holders of Claims in Classes 3 and 4,were entitled to vote on the Plan.
Objections to the Plan and Disclosure Statement. The deadline for filing objections to the Plan
or Disclosure Statement must(1)be in writing,(2)comply with the Federal Rules of Bankruptcy Procedure
and the Bankruptcy Local Rules for the Southern District of Texas, (3) state the name and address of the
objecting party and the amount and nature of the objecting party's Claim or Interest,state with particularity
the legal and factual basis for such Objections, and, if practicable, a proposed modification to the Plan or
Disclosure Statement that would resolve such an Objection, and(5) be filed with the Court and served so
that the Notice Parties actually receive the Objection no later than May 7,2024,at 4:00 p.m.,prevailing
Central Time(the"Objection Deadline").
CRITICAL INFORMATION REGARDING OBJECTING TO THE PLAN OR DISCLOSURE
STATEMENT
ARTICLE VIII OF THE PLAN CONTAINS RELEASE,EXCULPATION,AND INJUNCTION
PROVISIONS AND ARTICLE VIII.D CONTAINS A THIRD-PARTY RELEASE. THUS,YOU
ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR
RIGHTS MIGHT BE AFFECTED THEREUNDER.
ALL HOLDERS OF CLAIMS OR INTERESTS (A) THAT ARE DEEMED TO ACCEPT THE
PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED
BY THE PLAN BY THE CHECKING THE BOX ON THE APPLICABLE NOTICE OF NON-
VOTING STATUS INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES
PROVIDED IN THE PLAN; (B) THAT ARE DEEMED TO REJECT THE PLAN AND WHO
DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY
CHECKING THE BOX ON THE APPLICABLE NOTICE OF NON-VOTING STATUS
INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE
PLAN; AND (C) WHO ARE IN A VOTING CLASS (I) BUT ABSTAIN FROM VOTING ON
THE PLAN AND WHO DO NOT AFFIRMATIVELY OPT OUT OF THE RELEASES
PROVIDED BY THE PLAN BY CHECKING THE BOX ON THE APPLICABLE BALLOT
INDICATING THAT THEY OPT NOT TO GRANT THE RELEASES PROVIDED IN THE
PLAN;OR(II)WHO VOTE TO REJECT THE PLAN AND WHO DO NOT AFFIRMATIVELY
OPT OUT OF THE RELEASES PROVIDED BY THE PLAN BY CHECKING THE BOX ON
THE APPLICABLE BALLOT INDICATING THAT THEY OPT NOT TO GRANT THE
RELEASES PROVIDED IN THE PLAN ARE RELEASING PARTIES UNDER THE PLAN.
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Combined Hearing Notice
FAILURE TO (A) ELECT TO OPT OUT OF THE RELEASE CONTAINED IN ARTICLE
VIII.D OF THE PLAN IN ACCORDANCE WITH THE ABOVE OR(B) TIMELY OBJECT TO
THE RELEASES CONTAINED IN ARTICLE VIII.D OF THE PLAN AND SUCH OBJECTION
IS NOT RESOLVED BEFORE CONFIRMATION OR OVERRULED WILL RESULT IN SUCH
HOLDER BEING DEEMED TO HAVE EXPRESSLY, UNCONDITIONALLY, GENERALLY,
INDIVIDUALLY, AND COLLECTIVELY CONSENTED TO THE RELEASE AND
DISCHARGE OF ALL CLAIMS AND CAUSES OF ACTION AGAINST THE DEBTORS AND
THE RELEASED PARTIES.
Objections must be filed with the Bankruptcy Court and served so as to be actually received no
later than May 7, 2024, at 4:00 p.m., prevailing Central Time, by those parties who have filed a notice
of appearance in the Debtors' Chapter 11 Cases as well as the following parties:
Debtors ConvergeOne Holdings,Inc.
10900 Nesbitt Avenue South
Bloomington, MN 55437
Attn: Rui Goncalves
Proposed Counsel to the Debtors White& Case LLP
609 Main Street, Suite 2900,
Houston,Texas 77002
Attn: Charles R. Koster
-and-
111 S. Wacker Drive, Suite 5100
Chicago, Illinois 60606
Attn: Bojan Guzina, Andrew F. O'Neill, Erin R.
Rosenberg, Blair M. Warner, and Adam T. Swingle
United States Trustee Office of the United States Trustee for the
Southern District of Texas
515 Rusk Street, Suite 3516
Houston, Texas 77002
Counsel to the Consenting Sponsors Latham & Watkins LLP
1271 6th Ave
New York,NY 10020
Attn: Keith A. Simon,Joshua Tinkelman, and
David Hammerman
Counsel to the First Lien Ad Hoc Group Gibson Dunn & Crutcher LLP
200 Park Avenue
New York,NY 10166
Attn: Scott J. Greenberg,Keith R. Martorana, and
Michelle Choi
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Combined Hearing Notice
Counsel to the Second Lien Ad Hoc Group Davis Polk& Wardwell LLP
450 Lexington Avenue
New York,NY 10017
Attn: Adam L. Shpeen and Abraham Bane
UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS
NOTICE IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.
AS DESCRIBED BELOW, YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSDIER
THE PLAN, INCLUDING THE DISCHARGE,RELEASE, EXCULPATION,AND INJUNCTION
PROVISIONS,AS YOUR RIGHTS MAY BE AFFECTED.
Summary of Plan Treatment
Except to the extent that the Debtors and a Holder of an Allowed Claim or Interest, as applicable,
agree to a less favorable treatment, such Holder shall receive under the Plan the treatment described below
in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such
Holder's Allowed Claim or Interest. Unless otherwise indicated, each Holder of an Allowed Claim or
Interest,as applicable, shall receive such treatment on the Effective Date(or,if payment is not then due, in
accordance with its terms in the ordinary course)or as soon as reasonably practicable thereafter,the timing
of which shall be subject to the reasonable discretion of the Debtor.
THE PROJECTED RECOVERIES SET FORTH IN THE TABLE BELOW ARE ESTIMATES
ONLY AND, THEREFORE, ARE SUBJECT TO CHANGE. REFERENCE SHOULD BE MADE
TO THE ENTIRE PLAN FOR A COMPLETE DESCRIPTION OF THE DEBTORS'
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS.3
Projected
Projected
Class Claims and Treatment of Claims and Interests Amount of Recovery Under
Interests Claims(in
millions) the Plan
Except to the extent that a Holder of an Allowed
Other Secured Claim agrees to less favorable
treatment, in exchange for full and final
satisfaction,settlement,release,and discharge of
(including any Liens related thereto) each
Allowed Other Secured Claim,each Holder of an
Allowed Other Secured Claim shall receive,in the
1 Other Secured discretion of the Reorganized Debtors: (i) $2.5 100.0%
Claims payment in full in Cash of its Allowed Other
Secured Claim;(ii)the Collateral securing its
Allowed Other Secured Claim; (iii)
Reinstatement of its Allowed Other Secured
Claim; or(iv)such other treatment rendering its
Allowed Other Secured Claim Unimpaired in
accordance with section 1124 of the Bankruptcy
Code.
Except to the extent that a Holder of an Allowed
2 Other Priority Other Priority Claim agrees to less favorable $21 7 100.00/o
Claims treatment, in exchange for full and final
satisfaction,settlement,release,and discharge of
3 The recoveries set forth in the chart are,in some cases,based on the estimated going concern value of the Reorganized Debtors,
and may change based upon changes in the amount of Claims that are Allowed as well as other factors related to the Debtors'
business assets and general economic conditions.
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Combined Hearing Notice
each Allowed Other Priority Claim, each Holder
of an Allowed Other Priority Claim shall receive
payment in full in Cash of such Allowed Other
Priority Claim on or as soon as reasonably
practicable after the last to occur of (i) the
Effective Date, (ii) the date such Other Priority
Claim becomes an Allowed Claim, (iii)the date
on which such Allowed Other Priority Claim is
due to be paid in the ordinary course of business
of the Debtors or Reorganized Debtors, if
applicable,and(iv)the date on which the Holder
of such Allowed Other Priority Claim and the
Debtors or Reorganized Debtors shall otherwise
agree in writing.
Except to the extent that a Holder of an Allowed
First Lien Claim agrees to less favorable
treatment, in exchange for full and fmal
satisfaction,settlement,release,and discharge of
(including any Liens related thereto) each
Allowed First Lien Claim, each Holder of an
Allowed First Lien Claim (or its designated
Affiliate, managed fund or account or other
designee) shall receive on the Effective Date its
elected Pro Rata share of(which elections shall
be adjusted on a Pro Rata basis (in accordance
3 First Lien Claims with the Adjustment(as defined in the Backstop $1,387 20.0-27.4%4
Agreement) as calculated pursuant to the
Backstop Agreement)) as necessary, so that
participation in each recovery option is equal to
50% of the First Lien Claims).(x) the Takeback
Term Loan Recovery Option, or (y) the Rights
Offering Rights and Takeback Term Loan
Recovery Option. In the event that a Holder of a
First Lien Claim fails to timely elect its recovery
option, it shall be deemed to have elected the
Rights Offering Rights and Takeback Term Loan
Recovery Option.
Except to the extent that a Holder of an Allowed
Second Lien Claim agrees to less favorable
treatment, in exchange for full and final
satisfaction,settlement,release,and discharge of
4 Second Lien (including any Liens related thereto) each $286 6.6%
Claims Allowed Second Lien Claim, on the Effective
Date each Holder of an Allowed Second Lien
Claim(or its designated Affiliate,managed fund
or account or other designee)shall receive its Pro
Rata share of the Second Lien Recovery.
Except to the extent that a Holder of an Allowed
General Unsecured Claim agrees to less favorable
treatment, in exchange for full and final
5 General Unsecured satisfaction,settlement,release,and discharge of $1215 100.0%
Claims each Allowed General Unsecured Claim and in
exchange for each Allowed General Unsecured
Claim, on or as soon as reasonably practicable
after the Effective Date, each Holder of an
° Recoveries shown include value in respect of participation in the Takeback Term Loan Recovery Option and Rights Offering
Rights and Takeback Term Loan Recovery Option. The low end of the recovery range assumes the Holder of a First Lien
Claim fully participating in the Takeback Term Loan Recovery Option,whereas the high end of the range of recovery assumes
the Holder of a First Lien Claim fully participates in the Rights Offering Rights and Takeback Term Loan Recovery Option.
5 This class of claims also includes certain litigation claims. None of these claims have been liquidated.
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Combined Hearing Notice
Allowed General Unsecured Claim shall receive,
either(i)Reinstatement of such Allowed General
Unsecured Claim pursuant to section 1124 of the
Bankruptcy Code;or(ii)payment in full in Cash
on (A)the Effective or (B)the date due in the
ordinary course of business in accordance with
the terms and conditions of the particular
transaction giving rise to such Allowed General
Unsecured Claim.
On the Effective Date, or as soon as reasonably
practicable thereafter, Allowed Intercompany
Claims shall be, at the option of the applicable
Debtor (with the consent of the Required
6 Intercompany Consenting Lenders), Reinstated, converted to N/A 0.0-100.0%
Claims equity, or otherwise set off, settled, distributed,
contributed, canceled, or released to the extent
reasonably determined to be appropriate by the
Debtors or Reorganized Debtors and the Required
Consenting Lenders,as applicable.
On the Effective Date, all Section 510 Claims
(including all claims on account of the Employee
Partnership Sale Units) shall be canceled,
7 Section 510 Claims released, discharged, and extinguished and shall $0.8 0.0%
be of no further force or effect, and Holders of
Section 510 Claims shall not receive any
distribution on account of such Section 510
Claims.
On the Effective Date, Intercompany Interests
shall,at the option of the applicable Debtor(with
8 Intercompany the consent of the Required Consenting Lenders), N/A 0.0-100.0%
Interests be(i)Reinstated or(ii)set off,settled,addressed,
distributed, contributed, merged, cancelled, or
released.
On the Effective Date,Existing Cl Interests shall
Existing Cl be cancelled,released,and extinguished and shall
9 be of no further force and effect,and Holders of N/A 0.0%
Interests Existing Cl Interests shall not receive any
distribution on account thereof.
Discharge, Injunctions, Exculpation, and Releases
Please be advised that the Plan contains certain release, exculpation, and injunction provisions as
follows:
Relevant Definitions.
"Causes of Action" means, without limitation, any Claim, Interest, claim, damage, remedy, cause of
action,controversy,demand,right,right of setoff,action,cross claim, counterclaim,recoupment,claim for
breach of duty imposed by Law or in equity, action, Lien, indemnity, contribution, reimbursement,
guaranty, debt, suit, class action, third-party claim, obligation, liability, damage, judgment, account,
defense,offset,power,privilege, license, or franchise of any kind or character whatsoever,whether known
or unknown, foreseen or unforeseen, existing or hereinafter arising,contingent or non-contingent,matured
or unmatured, direct or indirect, choate or inchoate, liquidated or unliquidated, suspected or unsuspected,
disputed or undisputed,secured or unsecured,assertable or existing directly or derivatively,whether arising
before, on, or after the Petition Date, in contract or in tort, in law or in equity,under the Bankruptcy Code
or applicable non-bankruptcy law, or pursuant to any other theory of law. For the avoidance of doubt,
Causes of Action include: (a) all rights of setoff, counterclaim, or recoupment and claims on contracts or
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Combined Hearing Notice
for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests;
(c) claims pursuant to sections 362, 510, 542, 543, 544, 545, 546, 547, 548, 549, 550, or 553 of the
Bankruptcy Code or similar non-U.S. or state law; and (d) such claims and defenses as fraud, mistake,
duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code.
"Exculpated Parties"means, collectively, and in each case in their capacities as such: (a)the Debtors, (b)
the directors, officers,managers, and employees of any Debtor, and(c)the Professionals.
"Released Party" means, collectively, the following Entities, in each case in their capacities as such:
(a)the Debtors; (b)the Reorganized Debtors; (c)the ABL DIP Lenders; (d)the Term DIP Lenders; (e)the
Consenting Stakeholders; (f) the Second Lien Consenting Lenders; (g) the Investors; (h)the
Agents/Trustees; (i) all Releasing Parties; and (j) each Related Party of each Entity in clause (a) through
(i);provided,however,that,in each case,an Entity shall not be a Released Party if it(i)elects to opt out of
the releases contained in the Plan if permitted to opt out;or(ii)files with the Bankruptcy Court an objection
to the Plan, including the releases, that is not consensually resolved before Confirmation or supports any
such objection or objector.
"Releasing Party" means, collectively, and in each case in their capacities as such: (a)the Debtors; (b)
the Reorganized Debtors; (c) the ABL DIP Lenders; (d) the Term DIP Lenders; (e)the Consenting
Stakeholders; (f) the Second Lien Consenting Lenders; (g)the Investors; (h)the Agents/Trustees; (i) all
Holders of Claims that vote to accept the Plan; (j) all Holders of Claims or Interests that are deemed to
accept the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the
box on the applicable notice of non-voting status indicating that they opt not to grant the releases provided
in the Plan; (k) all Holders of Claims or Interests that are deemed to reject the Plan and who do not
affirmatively opt out of the releases provided by the Plan by checking the box on the applicable notice of
non-voting status indicating that they opt not to grant the releases provided in the Plan; (1) all Holders of
Claims who abstain from voting on the Plan and who do not affirmatively opt out of the releases provided
by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases
provided in the Plan; (m) all Holders of Claims who vote to reject the Plan and who do not affirmatively
opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that
they opt not to grant the releases provided in the Plan; and (n) each Related Party of each Entity in clause
(a)through(m).
A. Discharge of Claims and Termination of Interests.
Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan,the Confirmation Order,or in any contract,instrument,or other agreement or
document created or entered into pursuant to the Plan,the distributions, rights, and treatment that
are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the
Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the
Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature
whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date,
whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and
Interests in,the Debtors or any of their assets or properties,regardless of whether any property shall
have been distributed or retained pursuant to the Plan on account of such Claims or Interests,
including demands,liabilities,and Causes of Action that arose before the Effective Date,any liability
(including withdrawal liability)to the extent such Claims or Interests relate to services performed by
employees of the Debtors prior to the Effective Date and that arise from a termination of employment,
any contingent or non-contingent liability on account of representations or warranties issued on or
before the Effective Date,and all debts of the kind specified in sections 502(g),502(h),or 502(i)of the
Bankruptcy Code,in each case whether or not: (1) a Proof of Claim based upon such debt or right
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Combined Hearing Notice
is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest
based upon such debt, right,or Interest is Allowed pursuant to section 502 of the Bankruptcy Code;
or (3) the Holder of such a Claim or Interest has accepted the Plan. The Confirmation Order shall
be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of
the Effective Date.
B. Release of Liens.
Except as otherwise provided in the Exit Facilities Documents, the Plan, the Confirmation
Order,or any contract,instrument,release,or other agreement or document created pursuant to the
Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the
Plan and,in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that
is Allowed as of the Effective Date, except for Other Secured Claims that the Debtors elect to
Reinstate in accordance with Article III.C.1 hereof, all mortgages, deeds of trust, Liens, pledges, or
other security interests against any property of the Estates shall be fully released and discharged,
and all of the right,title,and interest of any Holder of such mortgages,deeds of trust,Liens,pledges,
or other security interests shall revert to the Reorganized Debtors and their successors and assigns.
Any Holder of such Secured Claim (and the applicable agents for such Holder) shall be authorized
and directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or
other property of any Debtor(including any Cash Collateral and possessory collateral) held by such
Holder (and the applicable agents for such Holder), and to take such actions as may be reasonably
requested by the Reorganized Debtors to evidence the release of such Lien, including the execution,
delivery, and filing or recording of such releases. The presentation or filing of the Confirmation
Order to or with any federal, state, provincial, or local agency or department shall constitute good
and sufficient evidence of,but shall not be required to effect,the termination of such Liens.
C. Releases by the Debtors.
As of the Effective Date,except for the rights that remain in effect from and after the Effective
Date to enforce the Plan, the Definitive Documents, and the obligations contemplated by the
Restructuring Transactions or as otherwise provided in any order of the Bankruptcy Court, and
except as expressly provided in the Plan or the Confirmation Order, pursuant to section 1123(b) of
the Bankruptcy Code, on and after the Effective Date, the Released Parties shall be deemed
conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, by and
on behalf of the Debtors and the Estates,in each case on behalf of itself and its respective successors,
assigns, and representatives and any and all other Persons that may purport to assert any Cause of
Action derivatively, by or through the foregoing Persons, from any and all claims and Causes of
Action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors
or the Estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured,
known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing
or hereinafter arising,whether in law or equity,whether sounding in tort or contract,whether arising
under federal or state statutory or common law, or any other applicable international, foreign, or
domestic law,rule,statute,regulation,treaty,right,duty,requirement or otherwise,that the Debtors,
the Estates, or their Affiliates, heirs, executors, administrators, successors, assigns, managers,
accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under
or through them would have been legally entitled to assert in their own right (whether individually
or collectively) or on behalf of the Holder of any Claim or Interest or other Person, based on or
relating to,or in any manner arising from,in whole or in part,the Debtors or the Estates,the Chapter
11 Cases, the Restructuring Transactions, the purchase, sale,or rescission of the purchase or sale of
any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any
Claim or Interest that is treated under the Plan, the business or contractual arrangements or
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Combined Hearing Notice
interactions between any Debtor and any Released Party, the Debtors' in- or out-of-court
restructuring efforts, intercompany transactions between or among a Debtor or an Affiliate of a
Debtor and another Debtor or an Affiliate of a Debtor, the PVKG Notes Purchase Agreement, the
restructuring of any Claim or Interest before or during the Chapter 11 Cases, the negotiation,
formulation, preparation, consummation, or Filing of the Restructuring Support Agreement, the
Restructuring Transactions, the Governance Documents, the Backstop Agreement, the Rights
Offering Documents, the ABL DIP Facility, the Term DIP Facility, the DIP Orders, the Disclosure
Statement, the Plan Supplement, the Plan and related agreements, instruments, and other
documents, the solicitation of votes with respect to the Plan, the Exit Facilities Documents, the
Governance Documents, and all other Definitive Documents, in all cases based upon any act or
omission,transaction, agreement, event, or other occurrence taking place on or before the Effective
Date. Notwithstanding the foregoing, nothing in this Article VIII.0 shall or shall be deemed
to prohibit the Debtors or the Reorganized Debtors from asserting and enforcing any claims,
obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have
against any Person or Entity that is based upon an alleged breach of a confidentiality or non-compete
obligation owed to the Debtors or the Reorganized Debtors.
Notwithstanding anything to the contrary in the foregoing, the releases set forth in the
preceding paragraph shall not release any Released Party from any Claim or Cause of Action arising
from an act or omission that is determined by a Final Order to have constituted fraud, willful
misconduct,or gross negligence.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval,pursuant
to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related
provisions and definitions contained in the Plan,and further,shall constitute the Bankruptcy Court's
finding that the Debtor Release is: (1) essential to Confirmation of the Plan; (2) in exchange for the
good and valuable consideration provided by the Released Parties,including,without limitation,the
Released Parties' contributions to facilitating the Restructuring and implementing the Plan; (3) a
good faith settlement and compromise of the Claims released by the Debtor Release; (4) in the best
interests of the Debtors and all Holders of Claims and Interests; (5) fair, equitable, and reasonable;
(6)given and made after due notice and opportunity for hearing; and(7) a bar to any of the Debtors,
the Reorganized Debtors, or the Debtors' Estates asserting any Claim or Cause of Action released
pursuant to the Debtor Release.
D. Releases by Third Parties.
Except as otherwise expressly set forth in the Plan or the Confirmation Order,and except for
the rights that remain in effect from and after the Effective Date to enforce the Plan, the Definitive
Documents, and the obligations contemplated by the Restructuring Transactions or as otherwise
provided in any order of the Bankruptcy Court,on and after the Effective Date,the Released Parties
shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and
discharged, by the Releasing Parties, in each case on behalf of itself and its respective successors,
assigns, and representatives and any and all other Persons that may purport to assert any Cause of
Action derivatively, by or through the foregoing Persons, in each case solely to the extent of the
Releasing Parties' authority to bind any of the foregoing, including pursuant to agreement or
applicable non-bankruptcy law,from any and all claims and Causes of Action whatsoever(including
any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), whether
liquidated or unliquidated,fixed or contingent,matured or unmatured,known or unknown,foreseen
or unforeseen,asserted or unasserted,accrued or unaccrued,existing or hereinafter arising,whether
in law or equity, whether sounding in tort or contract, whether arising under federal or state
statutory or common law, or any other applicable international, foreign, or domestic law, rule,
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Combined Hearing Notice
statute, regulation, treaty, right, duty, requirement or otherwise, that such Holders or their estates,
Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys,
representatives, consultants, agents, and any other Persons claiming under or through them would
have been legally entitled to assert in their own right (whether individually or collectively) or on
behalf of the Holder of any Claim or Interest or other Person, based on or relating to, or in any
manner arising from, in whole or in part, the Debtors or the Estates, the Chapter 11 Cases, the
Restructuring Transactions, the purchase, sale, or rescission of the purchase or sale of any security
of the Debtors,the subject matter of,or the transactions or events giving rise to,any Claim or Interest
that is treated under the Plan,the business or contractual arrangements or interactions between any
Debtor and any Released Party,the Debtors' in-or out-of-court restructuring efforts,intercompany
transactions between or among a Debtor or an Affiliate of a Debtor and another Debtor or an Affiliate
of a Debtor,the PVKG Notes Purchase Agreement,the restructuring of any Claim or Interest before
or during the Chapter 11 Cases, the negotiation, formulation, preparation, consummation, or Filing
of the Restructuring Support Agreement, the Restructuring Transactions, the Governance
Documents, the Backstop Agreement, the Rights Offering Documents, the ABL DIP Facility, the
Term DIP Facility, the DIP Orders, the Disclosure Statement, the Plan Supplement, the Plan and
related agreements, instruments, and other documents, the solicitation of votes with respect to the
Plan,the Exit Facilities Documents,the Governance Documents,and all other Definitive Documents,
in all cases based upon any act or omission,transaction,agreement,event,or other occurrence taking
place on or before the Effective Date.
Notwithstanding anything to the contrary in the foregoing, the releases set forth in the
preceding paragraph shall not release any Released Party (other than a Released Party that is a
Reorganized Debtor,Debtor,or a director,officer,or employee of any Debtor as of the Petition Date),
from any claim or Cause of Action arising from an act or omission that is determined by a Final
Order to have constituted actual fraud,willful misconduct, or gross negligence.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval,pursuant
to Bankruptcy Rule 9019,of the Third-Party Release,which includes by reference each of the related
provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court's
finding that the Third-Party Release is: (1)consensual; (2) essential to the confirmation of the Plan;
(3) given in exchange for the good and valuable consideration provided by the Released Parties; (4)
a good faith settlement and compromise of the Claims released by the Third-Party Release; (5)in the
best interests of the Debtors and their Estates; (6)fair,equitable,and reasonable;(7)given and made
after due notice and opportunity for hearing; and(8) a bar to any of the Releasing Parties asserting
any claim or Cause of Action released pursuant to the Third-Party Release.
E. Exculpation.
Except as otherwise specifically provided in the Plan,no Exculpated Party shall have or incur
liability for,and each Exculpated Party is hereby released and exculpated from,any Cause of Action
or Claim whether direct or derivate related to any act or omission in connection with, relating to, or
arising out of the Chapter 11 Cases from the Petition Date to the Effective Date, the formulation,
preparation, dissemination, negotiation, or Filing of the Restructuring Support Agreement, the
Restructuring Transactions, the Governance Documents, the Backstop Agreement, the Rights
Offering, the Rights Offering Documents, the ABL DIP Facility, the Term DIP Facility, the DIP
Orders, the Disclosure Statement, the Plan, the Plan Supplement, or any transaction related to the
Restructuring,any contract,instrument,release,or other agreement or document created or entered
into before or during the Chapter 11 Cases in connection with the Restructuring Transactions, any
preference, fraudulent transfer, or other avoidance Claim arising pursuant to chapter 5 of the
Bankruptcy Code or other applicable law,the Filing of the Chapter 11 Cases,the solicitation of votes
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ConvergeOne Holdings,Inc.,et al.
Combined Hearing Notice
for the Plan, the pursuit of Confirmation, the pursuit of Consummation, the administration and
implementation of the Plan, including the issuance 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 any of the foregoing,except for Claims related to any act or omission that
is determined in a Final Order to have constituted willful misconduct, gross negligence, or actual
fraud,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 pursuant to the Plan and the Confirmation
Order.
The Exculpated Parties set forth above have, and upon Confirmation of the Plan shall be
deemed to have,participated in good faith and in compliance with applicable law with respect to the
solicitation of votes and distribution of consideration pursuant to the Plan and,therefore,are not and
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.
F. Injunction.
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, and each of their successors and assigns,shall be enjoined from taking any
actions to interfere with the implementation or Consummation of the Plan in relation to any Claim
or Interest that is extinguished,discharged, or released pursuant to the Plan.
Except as otherwise expressly provided in the Plan, the Definitive Documents, or the
Confirmation Order, or for obligations issued or required to be paid pursuant to the Plan or the
Confirmation Order, all Entities who have held, hold, or may hold Claims. Interests, or Causes of
Action that have been released, discharged, or are subject to exculpation pursuant to Article VIII,
are permanently enjoined,from and after the Effective Date,from taking any of the following actions
against, as applicable,the Exculpated Parties, and/or the Released Parties:
a. commencing, conducting, or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any
such Claims, Interests,or Causes of Action;
b. enforcing, levying, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or Order against such Entities on account of or in
connection with or with respect to any such Claims, Interests, or Causes of Action;
c. creating,perfecting, or enforcing any Lien or encumbrance of any kind against such
Entities or the property or the Estates of such Entities on account of or in connection
with or with respect to any such Claims,Interests,or Causes of Action;
d. except as otherwise provided under the Plan, asserting any right of setoff,
subrogation,or recoupment of any kind against any obligation due from such Entities
or against the property of such Entities on account of or in connection with or with
respect to any such Claims, Interests, or Causes of Action unless such Holder has
Filed a motion requesting the right to perform such setoff on or before the Effective
Date,and notwithstanding an indication of a Claim or Interest or otherwise that such
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ConvergeOne Holdings,Inc.,et al.
Combined Hearing Notice
Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable
law or otherwise; and
e. commencing or continuing in any manner any action or other proceeding of any kind
on account of or in connection with or with respect to any such Claims, Interests, or
Causes of Action released or settled pursuant to the Plan or the Confirmation Order.
No Person or Entity may commence or pursue a Claim or Cause of Action of any kind against
the Debtors,the Reorganized Debtors,the Exculpated Parties,or the Released Parties that relates to
or is reasonably likely to relate to any act or omission in connection with, relating to, or arising out
of a Claim or Cause of Action related to the Chapter 11 Cases prior to the Effective Date, the
formulation, preparation, dissemination, negotiation, or Filing of the Restructuring Support
Agreement, the Restructuring Transactions, the Governance Documents, the Backstop Agreement,
the Rights Offering, the Rights Offering Documents, the ABL DIP Facility, the Term DIP Facility,
the DIP Orders,the Disclosure Statement,the Plan,the Plan Supplement,the PVKG Notes Purchase
Agreement, or any transaction related to the Restructuring, any contract, instrument, release, or
other agreement or document created or entered into before or during the Chapter 11 Cases in
connection with the Restructuring Transactions, any preference, fraudulent transfer, or other
avoidance Claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law,the
Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the
administration and implementation of the Plan,including the issuance 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 any of the foregoing,without regard to whether such Person
or Entity is a Releasing Party, without the Bankruptcy Court (1) first determining, after notice and
a hearing, that such Claim or Cause of Action represents a colorable Claim of any kind and
(2)specifically authorizing such Person or Entity to bring such Claim or Cause of Action against any
such Debtor, Reorganized Debtor, Exculpated Party,or Released Party.
The Bankruptcy Court will have sole and exclusive jurisdiction to adjudicate the underlying
colorable Claim or Causes of Action. The injunction in the Plan shall extend to any successors and
assigns of the Debtors and the Reorganized Debtors and their respective property and interests in
property.
Notwithstanding anything to the contrary in the foregoing,the injunction does not enjoin any
party under the Plan, the Confirmation Order, or under any other Definitive Document or other
document, instrument, or agreement (including those attached to the Disclosure Statement or
included in the Plan Supplement)executed to implement the Plan and the Confirmation Order from
bringing an action to enforce the terms of the Plan, the Confirmation Order, the Definitive
Documents,or such document,instrument,or agreement(including those attached to the Disclosure
Statement or included in the Plan Supplement)executed to implement the Plan and the Confirmation
Order.
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ConvergeOne Holdings,Inc.,et al.
Combined Hearing Notice
Dated: April 4,2024 WHITE& CASE LLP
Houston,Texas
/s/Charles R. Koster
Charles R. Koster(Texas Bar No. 24128278)
WHITE& CASE LLP
609 Main Street, Suite 2900
Houston,Texas 77002
Telephone: (713)496-9700
Facsimile: (713)496-9701
Email: charles.koster@whitecase.com
-and-
Bojan Guzina(admitted pro hac vice)
Andrew F. O'Neill (admitted pro hac vice)
Erin R. Rosenberg(admitted pro hac vice)
Blair M.Warner(admitted pro hac vice)
Adam T. Swingle(admitted pro hac vice)
WHITE& CASE LLP
111 South Wacker Drive, Suite 5100
Chicago,Illinois 60606
Telephone: (312) 881-5400
rum. d>•.;:.. . _: . - Email: bojan.guzina@whitecase_com
aoneill@whitecase.com
erin.rosenberg@whitecase.com
blair.warner@whitecase.com
adam.swingle@whitecase.com
Proposed Counsel to the Debtors and
Debtors in Possession
13
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•
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
CONVERGEONE HOLDINGS,INC., et al.,' ) Case No. 24-90194(CML)
)
Debtors. ) (Jointly Administered)
• )
)
NOTICE OF(A)NON-VOTING STATUS TO HOLDERS
OR POTENTIAL HOLDERS OF(I)UNIMPAIRED
CLAIMS OR EQUITY INTERESTS CONCLUSIVELY
PRESUMED TO ACCEPT THE PLAN AND(II) IMPAIRED
CLAIMS OR EQUITY INTERESTS CONCLUSIVELY DEEMED TO
REJECT THE PLAN AND(B) OPPORTUNITY FOR HOLDERS OF CLAIMS
AND EQUITY INTERESTS TO OPT OUT OF THE THIRD-PARTY RELEASE
PLEASE TAKE NOTICE THAT on April 4, 2024 (the "Petition Date"),2 the above-captioned
debtors and debtors in possession (collectively, the "Debtors") filed with the United States Bankruptcy
Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") the Joint
Prepackaged Chapter 11 Plan of Reorganization of ConvergeOne Holdings, Inc. and Its Debtor Affiliates
[Docket No.27] (as amended, supplemented,or otherwise modified from time to time,the"Plan")and the
Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of ConvergeOne
Holdings,Inc. and Its Debtor Affiliates[Docket No.26] (as amended,supplemented,or otherwise modified
from time to time, the "Disclosure Statement") pursuant to sections 1125 and 1126(b) of title 11 of the
United States Code (the "Bankruptcy Code"). Copies of the Plan and the Disclosure Statement may be
obtained upon request of the Debtors' proposed counsel at the addresses specified below and are on file
with the Clerk of the Court, 515 Rusk Street, Houston, Texas 77002, where they are available for review
between the hours of 8:00 a.m. to 5:00 p.m., prevailing Central Time. The Plan and the Disclosure
Statement also are available,free of charge,via the website maintained by the Debtors' claims and noticing
agent, Epiq Corporate Restructuring, LLC ("Epiq" or "Claims and Noticing Agent"), at
https://dm.epiq l l.com/C 1.
PLEASE TAKE FURTHER NOTICE THAT you are a Holder or potential Holder of a Claim
against or Interest in the Debtors that, due to the nature and treatment of such Claim or Interest under the
Plan,is not entitled to vote on the Plan. Specifically,under the terms of the Plan: (i)a Holder of a Claim
in Classes 1, 2, and 5 is Unimpaired under the Plan and, therefore, is conclusively presumed to have
accepted the Plan pursuant to section 1126(f)of the Bankruptcy Code;(ii)a Holder of a Claim or an Interest
' A complete list of each of the Debtors in these Chapter 11 Cases may be obtained on the website of the Claims and Noticing
Agent at https://dm.epigl 1.com/C1. The Debtors'service address in these Chapter 11 Cases is 10900 Nesbitt Avenue South,
Bloomington,Minnesota 55437.
2 Capitalized terms used but not defined herein have the meanings given to them in the Plan or the Disclosure Statement,as
applicable. The statements contained herein are summaries of the provisions contained in the Plan and the Disclosure
Statement and do not purport to be precise or complete statements of all the terms and provisions of the Plan or the documents
referred therein. To the extent there is a discrepancy between the terms herein and the Plan or the Disclosure Statement,the
Plan or the Disclosure Statement,as applicable,shall govern and control.
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
in Classes 7 and 9 is Impaired under the Plan and,therefore, is conclusively presumed to have rejected the
Plan pursuant to section 1126(g) of the Bankruptcy Code; and (iii) a Holder of a Claim or an Interest in
Classes 6 and 8 is either: (a) Unimpaired under the Plan and, therefore, is conclusively presumed to have
accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code or(b) Impaired under the Plan and,
therefore,is conclusively presumed to have rejected the Plan pursuant to section 1126(g)of the Bankruptcy
Code. Holders of Claims or Interests in Classes 1, 2,5, 6, 7, 8, and 9 are not entitled to vote on the Plan.
PLEASE TAKE FURTHER NOTICE THAT any objections(each,an"Objection")to the Plan
or Disclosure Statement must(1)be in writing,(2)comply with the Bankruptcy Code,the Federal Rules of
Bankruptcy Procedure and the Bankruptcy Local Rules for the Southern District of Texas, (3) state the
name and address of the objecting party and the amount and nature of the objecting party's Claim or Interest,
(4) state with particularity the legal and factual basis for such Objections, and, if practicable, a proposed
modification to the Plan or Disclosure Statement that would resolve such an Objection, and (5) be filed
with the Court and served so that the Notice Parties below actually receive the Objection no later than May
7,2024,at 4:00 p.m.,prevailing Central Time(the"Objection Deadline").
Objections must be mailed or emailed to parties who have filed a notice of appearance in the
Debtors' Chapter 11 Cases as well as the following parties:
Debtors ConvergeOne Holdings,Inc.
10900 Nesbitt Avenue South
Bloomington,MN 55437
Attn: Rui Goncalves
Proposed Counsel to the Debtors White& Case LLP
609 Main Street, Suite 2900,
Houston,Texas 77002
Attn: Charles R. Koster
-and-
111 S. Wacker Drive, Suite 5100
Chicago,Illinois 60606
Attn: Bojan Guzina, Andrew F. O'Neill, Erin R.
Rosenberg, Blair M. Warner, and Adam T. Swingle
United States Trustee Office of the United States Trustee for the
Southern District of Texas
515 Rusk Street, Suite 3516
Houston,Texas 77002
Counsel to the Consenting Sponsors Latham &Watkins LLP
1271 6th Ave
New York,NY 10020
Attn: Keith A. Simon,Joshua Tinkelman,and
David Hammerman
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
Counsel to the First Lien Ad Hoc Group Gibson Dunn& Crutcher LLP
200 Park Avenue
New York,NY 10166
Attn: Scott J. Greenberg,Keith R. Martorana, and
Michelle Choi
Counsel to the Second Lien Ad Hoc Group Davis Polk&Wardwell LLP
450 Lexington Avenue
New York,NY 10017
Attn: Adam L. Shpeen and Abraham Bane
PLEASE TAKE FURTHER NOTICE THAT if you have questions regarding this notice or
would like to obtain a copy of the Disclosure Statement, the Plan, or related documents at no
additional cost,you should contact the Claims and Noticing Agent in the Chapter 11 Cases by: (a)visiting
the Debtors' restructuring website at https://dm.epigl1.com/Cl; (b) writing to the Claims and Noticing
Agent at ConvergeOne c/o Epiq Ballot Processing, P.O. Box 4422, Beaverton, OR 97076-4422; (c)
contacting the Claims and Noticing Agent at C1-Info@epigglobal.com; and/or (d) calling the Debtors'
restructuring hotline at(877) 295-6914(U.S. or Canada)or+1 (971)290-2761 (International).
All pleadings filed in the Chapter 11 Cases (i) may be inspected at the office of the Clerk of the
Bankruptcy Court for the Southern District of Texas,P.O.Box 61010,Houston,Texas 77208(the"Clerk's
Office") and (ii) will be available on the website maintained by the Claims and Noticing Agent at
https://dm.epiqll.com/C1.
PLEASE TAKE FURTHER NOTICE THAT the following provisions are included in the Plan:
ARTICLE VIII OF THE PLAN CONTAINS RELEASE,EXCULPATION,AND INJUNCTION
PROVISIONS.
ALTHOUGH YOU ARE NOT ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN,
THE OPT-OUT FORM ATTACHED HERETO PROVIDES YOU WITH THE OPTION TO
NOT GRANT THE VOLUNTARY THIRD-PARTY RELEASE CONTAINED IN ARTICLE
VIII.D OF THE PLAN(THE "THIRD-PARTY RELEASE"):
Except as otherwise expressly set forth in the Plan or the Confirmation Order,and except for
the rights that remain in effect from and after the Effective Date to enforce the Plan,the Definitive
Documents, and the obligations contemplated by the Restructuring Transactions or as otherwise
provided in any order of the Bankruptcy Court,on and after the Effective Date,the Released Parties
shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and
discharged, by the Releasing Parties, in each case on behalf of itself and its respective successors,
assigns, and representatives and any and all other Persons that may purport to assert any Cause of
Action derivatively, by or through the foregoing Persons, in each case solely to the extent of the
Releasing Parties' authority to bind any of the foregoing, including pursuant to agreement or
applicable non-bankruptcy law,from any and all claims and Causes of Action whatsoever(including
any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), whether
liquidated or unliquidated,fixed or contingent,matured or unmatured,known or unknown,foreseen
or unforeseen,asserted or unasserted,accrued or unaccrued,existing or hereinafter arising,whether
in law or equity, whether sounding in tort or contract, whether arising under federal or state
statutory or common law, or any other applicable international, foreign, or domestic law, rule,
statute, regulation,treaty, right, duty, requirement or otherwise,that such Holders or their estates,
Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys,
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
representatives, consultants, agents, and any other Persons claiming under or through them would
have been legally entitled to assert in their own right (whether individually or collectively) or on
behalf of the Holder of any Claim or Interest or other Person, based on or relating to, or in any
manner arising from, in whole or in part, the Debtors or the Estates, the Chapter 11 Cases, the
Restructuring Transactions, the purchase, sale, or rescission of the purchase or sale of any security
of the Debtors,the subject matter of,or the transactions or events giving rise to,any Claim or Interest
that is treated under the Plan,the business or contractual arrangements or interactions between any
Debtor and any Released Party,the Debtors' in-or out-of-court restructuring efforts,intercompany
transactions between or among a Debtor or an Affiliate of a Debtor and another Debtor or an Affiliate
of a Debtor,the PVKG Notes Purchase Agreement,the restructuring of any Claim or Interest before
or during the Chapter 11 Cases,the negotiation, formulation,preparation,consummation,or Filing
of the Restructuring Support Agreement, the Restructuring Transactions, the Governance
Documents, the Backstop Agreement, the Rights Offering Documents, the ABL DIP Facility, the
Term DIP Facility, the DIP Orders, the Disclosure Statement, the Plan Supplement, the Plan and
related agreements, instruments, and other documents, the solicitation of votes with respect to the
Plan,the Exit Facilities Documents,the Governance Documents,and all other Definitive Documents,
in all cases based upon any act or omission,transaction,agreement,event,or other occurrence taking
place on or before the Effective Date.
Notwithstanding anything to the contrary in the foregoing, the releases set forth in the
preceding paragraph shall not release any Released Party (other than a Released Party that is a
Reorganized Debtor,Debtor,or a director,officer,or employee of any Debtor as of the Petition Date),
from any claim or Cause of Action arising from an act or omission that is determined by a Final
Order to have constituted actual fraud,willful misconduct,or gross negligence.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval,pursuant
to Bankruptcy Rule 9019,of the Third-Party Release,which includes by reference each of the related
provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court's
finding that the Third-Party Release is: (1) consensual; (2) essential to the confirmation of the Plan;
(3) given in exchange for the good and valuable consideration provided by the Released Parties; (4)
a good faith settlement and compromise of the Claims released by the Third-Party Release; (5)in the
best interests of the Debtors and their Estates; (6)fair,equitable,and reasonable;(7)given and made
after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting
any claim or Cause of Action released pursuant to the Third-Party Release.
Certain defined terms with respect to the Third-Party Release are set forth below:
"ABL DIP Facility" means that certain postpetition senior secured superpriority priming debtor-in-
possession asset-based revolving credit facility, in the aggregate principal amount of up to $250.0 million
(subject to the Borrowing Base, as such term is defined in the ABL DIP Term Sheet), entered into on the
terms and conditions set forth in the ABL DIP Documents and the DIP Orders.
"Affiliate"means, with respect to any Entity, all Entities that would fall within the definition assigned to
such term in section 101(2) of the Bankruptcy Code if such Entity was a debtor in a case under the
Bankruptcy Code.
"Backstop Agreement" means that certain Equity Backstop Commitment Agreement by and among
PVKG Investment, C1 Holdings, PVKG Intermediate, and the Investors, as may be amended,
supplemented, or modified from time to time in accordance with the terms thereof, setting forth the terms
and conditions for,among other things,the Rights Offering,the Investors' backstop of the Rights Offering
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
Amount,the purchase of the Direct Investment,and the issuance of the Put Option Premium all at the Plan
Discount,which agreement shall be set forth in the Plan Supplement.
"Causes of Action"means,without limitation,any Claim,Interest,claim,damage,remedy,cause of action,
controversy,demand,right,right of setoff,action,cross claim,counterclaim,recoupment,claim for breach
of duty imposed by Law or in equity,action,Lien,indemnity,contribution,reimbursement,guaranty,debt,
suit,class action,third-party claim,obligation,liability,damage,judgment,account,defense,offset,power,
privilege, license, or franchise of any kind or character whatsoever,whether known or unknown, foreseen
or unforeseen, existing or hereinafter arising, contingent or non-contingent, matured or unmatured, direct
or indirect,choate or inchoate,liquidated or unliquidated,suspected or unsuspected,disputed or undisputed,
secured or unsecured,assertable or existing directly or derivatively,whether arising before,on,or after the
Petition Date, in contract or in tort, in law or in equity, under the Bankruptcy Code or applicable non-
bankruptcy law, or pursuant to any other theory of law. For the avoidance of doubt, Causes of Action
include: (a) all rights of setoff, counterclaim, or recoupment and claims on contracts or for breaches of
duties imposed by law;(b)the right to object to or otherwise contest Claims or Interests;(c)claims pursuant
to sections 362,510,542,543, 544,545,546, 547,548,549,550,or 553 of the Bankruptcy Code or similar
non-U.S. or state law; and(d) such claims and defenses as fraud,mistake, duress,and usury and any other
defenses set forth in section 558 of the Bankruptcy Code.
"Chapter 11 Cases"means (a)when used with reference to a particular Debtor,the case pending for that
Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and(b)when used with reference
to all the Debtors,the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy
Court.
"Confirmation Order"means the order of the Bankruptcy Court confirming the Plan pursuant to section
1129 of the Bankruptcy Code, which shall be in form and substance acceptable to the Debtors and the
Required Consenting Lenders and, subject to the consent rights set forth in the Restructuring Support
Agreement,the Required Consenting Second Lien Lenders.
"Debtor Release"means the release set forth in Article VIII.0 of the Plan.
"Definitive Documents"means,collectively,(a)the Plan;(b)the Disclosure Statement;(c)the Solicitation
Materials; (d) the DIP Orders (and motion(s) seeking approval thereof); (e) the ABL DIP Commitment
Letter; (f) the ABL DIP Documents; (g)the Term DIP Loan Documents; (h)the Exit ABL Facility
Documents; (i) the Exit Term Loan Facility Documents; (j) the Backstop Agreement and any motion(s)
seeking approval thereof; (k) the Rights Offering and Election Procedures; (1) the Rights Offering
Documents; (m) the Governance Documents; (n) any order of the Bankruptcy Court approving the
Disclosure Statement and the Solicitation Materials (and motion(s) seeking approval thereof); (o) the
Confirmation Order;(p)the Plan Supplement;(q)all material pleadings and motions Filed by the Company
Parties in connection with the Chapter 11 Cases(and related orders),including the First Day Pleadings,any
"second day"pleadings,and all orders sought pursuant thereto;(r) such other agreements,instruments,and
documentation that are necessary, or as may be agreed in writing(email sufficient)between the Company
Parties, the Required Consenting Lenders, and, subject to the consent rights set forth in the Restructuring
Support Agreement, the Required Consenting Second Lien Lenders, to document and consummate the
Restructuring Transactions; and (s)any other material exhibits, schedules, amendments, modifications,
supplements, appendices,or other documents,motions,pleadings,and/or agreements relating to any of the
foregoing, which in each case shall be in form and substance acceptable to the Debtors, the Required
Consenting Lenders, and, subject to the consent rights set forth in the Restructuring Support Agreement,
the Required Consenting Second Lien Lenders.
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ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
"Holders"means a Person or an Entity holding a Claim against,or an Interest in,any Debtor,as applicable,
including any Person or Entity that is the record or beneficial owner, nominee, investment advisor, sub-
advisor, or manager of discretionary accounts that hold any Claim against or Interest in any Debtor.
"Plan"means this joint prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code,either
in its present form or as it may be amended or supplemented from time to time, including all exhibits,
schedules, supplements, appendices, annexes, and attachments hereto, as may be altered, amended,
supplemented, or otherwise modified from time to time in accordance with Article X.A hereof and the
Restructuring Support Agreement, including the Plan Supplement(as altered, amended, supplemented, or
otherwise modified from time to time),which is incorporated by reference herein and made part of the Plan
as if set forth herein.
"Plan Supplement"means the compilation of documents and forms of documents,agreements,schedules,
and exhibits to the Plan(in each case,as may be altered,amended,modified,or supplemented from time to
time in accordance with the terms hereof and in accordance with the Bankruptcy Code, the Bankruptcy
Rules,and the Restructuring Support Agreement),the initial drafts of certain of such documents to be Filed
by the Debtors no later than seven (7) days before the Confirmation Hearing or such later date as may be
approved by the Bankruptcy Court on notice to parties in interest, including the following, as applicable:
(a) the Governance Documents; (b)the New Equityholders' Agreement; (c)the Backstop Agreement;
(d)the identity and members of the New Board to the extent known at the time of filing; (e)the Schedule
of Retained Causes of Action; (f) the Exit Facilities Documents; (g) the Description of Transaction Steps
(which shall, for the avoidance of doubt, remain subject to modification until the Effective Date and may
provide for certain actions to occur prior to the Effective Date, subject to the consent of the Required
Consenting Lenders and consultation with the Required Consenting Second Lien Lenders);(h)the Rejected
Executory Contract and Unexpired Lease List; and (i)any other necessary documentation related to the
Restructuring Transactions.
"Released Party" means, collectively, the following Entities, in each case in their capacities as such:
(a)the Debtors; (b)the Reorganized Debtors; (c)the ABL DIP Lenders; (d)the Term DIP Lenders; (e)the
Consenting Stakeholders; (f) the Second Lien Consenting Lenders; (g) the Investors; (h)the
Agents/Trustees; (i) all Releasing Parties; and (j) each Related Party of each Entity in clause (a) through
(i);provided,however,that,in each case,an Entity shall not be a Released Party if it(i)elects to opt out of
the releases contained in the Plan if permitted to opt out;or(ii)files with the Bankruptcy Court an objection
to the Plan, including the releases, that is not consensually resolved before Confirmation or supports any
such objection or objector.
"Releasing Party"means,collectively,and in each case in their capacities as such: (a)the Debtors;(b)the
Reorganized Debtors; (c) the ABL DIP Lenders; (d) the Term DIP Lenders; (e)the Consenting
Stakeholders; (0 the Second Lien Consenting Lenders; (g)the Investors; (h)the Agents/Trustees; (i) all
Holders of Claims that vote to accept the Plan; (j)all Holders of Claims or Interests that are deemed to
accept the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the
box on the applicable notice of non-voting status indicating that they opt not to grant the releases provided
in the Plan; (k) all Holders of Claims or Interests that are deemed to reject the Plan and who do not
affirmatively opt out of the releases provided by the Plan by checking the box on the applicable notice of
non-voting status indicating that they opt not to grant the.releases provided in the Plan; (1) all Holders of
Claims who abstain from voting on the Plan and who do not affirmatively opt out of the releases provided
by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases
provided in the Plan; (m) all Holders of Claims who vote to reject the Plan and who do not affirmatively
opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that
they opt not to grant the releases provided in the Plan; and(n) each Related Party of each Entity in clause
(a)through(m).
6
ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
"Restructuring Transactions"means the transactions described in Article IV.0 of the Plan.
'Term DIP Facility" means the senior secured debtor in possession fmancing facility for the Term DIP
Loans, in an aggregate amount of$215.0 million, entered into on the terms and conditions set forth in the
Term DIP Loan Documents and the DIP Orders.
THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES AND TO
PROVIDE YOU WITH THE ATTACHED RELEASE OPT OUT FORM WITH RESPECT TO
THE THIRD-PARTY RELEASE PROVIDED IN THE PLAN. IF YOU HAVE ANY
QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT
ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL
INFORMATION,CONTACT THE CLAIMS AND NOTICING AGENT.
7
ConvergeOne Holdings,Inc.,et al.
Notice of Non-Voting Status
Dated: April 4,2024 /s/Charles R. Koster
Houston, Texas Charles R. Koster(Texas Bar No. 24128278)
WHITE & CASE LLP
609 Main Street, Suite 2900
Houston, Texas 77002
Telephone: (713)496-9700
Facsimile: (713)496-9701
Email: charles.koster@whitecase.com
-and-
Bojan Guzina(admitted pro hac vice)
Andrew F. O'Neill (admitted pro hac vice)
Erin R. Rosenberg (admitted pro hac vice)
Blair M. Warner (admitted pro hac vice)
Adam T. Swingle (admitted pro hac vice)
WHITE& CASE LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Telephone: (312) 881-5400
Email: bojan.guzina@whitecase.com
aoneill@whitecase.com
erin.rosenberg@whitecase.com
blair.warner@whitecase.com
adam.swingle@whitecase.com
Proposed Counsel to the Debtors and
Debtors in Possession
8
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
OPTIONAL: HOLDERS OF CLAIMS AND HOLDERS OF INTERESTS OPT-OUT FORM
You are receiving this opt-out form(the"Opt-Out Form")because you are or may be a Holder of a Claim
or Interest that is not entitled to vote on the Joint Prepackaged Chapter 11 Plan of Reorganization of
ConvergeOne Holdings, Inc. and Its Debtor Affiliates (as amended, supplemented, or otherwise modified
from time to time,the "Plan"). Except as otherwise set forth in the Plan, Holders of Claims and Interests
are deemed to grant the Third-Party Release set forth in Article VIII.D (the "Third-Party Release"),
unless a Holder affirmatively opts out or timely objects to the Third-Party Release as described below.
PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR COMPLETING THIS OPT-
OUT FORM CAREFULLY BEFORE COMPLETING THIS OPT-OUT FORM.
UNLESS YOU CHECK THE BOX ON THIS OPT-OUT FORM BELOW AND FOLLOW ALL
INSTRUCTIONS,YOU WILL BE HELD TO FOREVER RELEASE THE RELEASED PARTIES
IN ACCORDANCE WITH THE PLAN.
THIS OPT-OUT FORM MUST BE COMPLETED,EXECUTED,AND RETURNED SO AS TO BE
ACTUALLY RECEIVED BY EPIQ CORPORATE RESTRUCTURING, LLC (THE "CLAIMS
AND NOTICING AGENT") SO THAT IS ACTUALLY RECEIVED ON OR BEFORE 4:00 P.M.
PREVAILING CENTRAL TIME ON APRIL 30,2024(THE "OPT-OUT DEADLINE").
If you believe you have received this Opt-Out Form in error,please contact the Claims and Noticing
Agent immediately by calling (877) 295-6914 (U.S. or Canada), +1 (971) 290-2761 (International), or
sending an email to C1-Info@epigglobal.com with"ConvergeOne"in the subject line.
Before completing this Opt-Out Form, please read and follow the enclosed "Instructions for
Completing this Opt-Out Form" carefully to ensure that you complete, execute, and return this Opt-Out
Form properly.
Item 1. Optional Third-Party Release.
AS A HOLDER OF A CLAIM OR INTEREST,YOU WILL BE A"RELEASING PARTY"UNDER THE
PLAN AND DEEMED TO PROVIDE THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE
VIII.D OF THE PLAN, AS SET FORTH BELOW. YOU MAY, HOWEVER, CHECK THE BOX
BELOW TO ELECT NOT TO GRANT THE RELEASE CONTAINED IN ARTICLE VIII.D OF THE
PLAN. YOU WILL NOT BE CONSIDERED A"RELEASING PARTY"UNDER THE PLAN ONLY IF
YOU (A) CHECK THE BOX BELOW AND SUBMIT THE OPT-OUT FORM BY THE OPT-OUT
DEADLINE OR(B) TIMELY OBJECT TO THE RELEASES CONTAINED IN ARTICLE VIII.D OF
THE PLAN AND SUCH OBJECTION IS NOT RESOLVED BEFORE CONFIRMATION OF THE
PLAN. THE ELECTION TO WITHHOLD CONSENT TO GRANT THE THIRD-PARTY RELEASE IS
AT YOUR OPTION.
❑ By checking this box,you elect to opt out of the Third-Party Release set forth
below.
Article VHI.D of the Plan contains the following Third-Party Release.
Except as otherwise expressly set forth in this Plan or the Confirmation Order, and except
for the rights that remain in effect from and after the Effective Date to enforce this Plan, the
Definitive Documents, and the obligations contemplated by the Restructuring Transactions or as
otherwise provided in any order of the Bankruptcy Court, on and after the Effective Date, the
Released Parties shall be deemed conclusively, absolutely, unconditionally,irrevocably, and forever
released and discharged, by the Releasing Parties, in each case on behalf of itself and its respective
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
successors,assigns,and representatives and any and all other Persons that may purport to assert any
Cause of Action derivatively,by or through the foregoing Persons,in each case solely to the extent of
the Releasing Parties' authority to bind any of the foregoing, including pursuant to agreement or
applicable non-bankruptcy law,from any and all claims and Causes of Action whatsoever(including
any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), whether
liquidated or unliquidated,fixed or contingent,matured or unmatured,known or unknown,foreseen
or unforeseen,asserted or unasserted,accrued or unaccrued,existing or hereinafter arising,whether
in law or equity, whether sounding in tort or contract, whether arising under federal or state
statutory or common law, or any other applicable international, foreign, or domestic law, rule,
statute, regulation,treaty, right, duty, requirement or otherwise,that such Holders or their estates,
Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys,
representatives, consultants, agents, and any other Persons claiming under or through them would
have been legally entitled to assert in their own right (whether individually or collectively) or on
behalf of the Holder of any Claim or Interest or other Person, based on or relating to, or in any
manner arising from, in whole or in part, the Debtors or the Estates, the Chapter 11 Cases, the
Restructuring Transactions, the purchase, sale, or rescission of the purchase or sale of any security
of the Debtors,the subject matter of,or the transactions or events giving rise to,any Claim or Interest
that is treated under this Plan,the business or contractual arrangements or interactions between any
Debtor and any Released Party,the Debtors' in-or out-of-court restructuring efforts,intercompany
transactions between or among a Debtor or an Affiliate of a Debtor and another Debtor or an Affiliate
of a Debtor,the PVKG Notes Purchase Agreement,the restructuring of any Claim or Interest before
or during the Chapter 11 Cases,the negotiation,formulation,preparation,consummation,or Filing
of the Restructuring Support Agreement, the Restructuring Transactions, the Governance
Documents, the Backstop Agreement, the Rights Offering Documents, the ABL DIP Facility, the
Term DIP Facility, the DIP Orders, the Disclosure Statement, the Plan Supplement, this Plan and
related agreements, instruments, and other documents, the solicitation of votes with respect to this
Plan,the Exit Facilities Documents,the Governance Documents,and all other Definitive Documents,
in all cases based upon any act or omission,transaction,agreement,event,or other occurrence taking
place on or before the Effective Date.
Notwithstanding anything to the contrary in the foregoing, the releases set forth in the
preceding paragraph shall not release any Released Party (other than a Released Party that is a
Reorganized Debtor,Debtor,or a director,officer,or employee of any Debtor as of the Petition Date),
from any claim or Cause of Action arising from an act or omission that is determined by a Final
Order to have constituted actual fraud,willful misconduct,or gross negligence.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval,pursuant
to Bankruptcy Rule 9019,of the Third-Party Release,which includes by reference each of the related
provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court's
finding that the Third-Party Release is: (1)consensual; (2)essential to the confirmation of this Plan;
(3) given in exchange for the good and valuable consideration provided by the Released Parties; (4)
a good faith settlement and compromise of the Claims released by the Third-Party Release; (5)in the
best interests of the Debtors and their Estates; (6)fair,equitable,and reasonable;(7)given and made
after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting
any claim or Cause of Action released pursuant to the Third-Party Release.
Certain defined terms with respect to the Third-Party Release are set forth below:
"Causes of Action" means, without limitation, any Claim, Interest, claim, damage, remedy, cause of
action,controversy,demand,right,right of setoff,action,cross claim,counterclaim,recoupment,claim for
breach of duty imposed by Law or in equity, action, Lien, indemnity, contribution, reimbursement,
2
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
guaranty, debt, suit, class action, third-party claim, obligation, liability, damage, judgment, account,
defense,offset,power,privilege,license,or franchise of any kind or character whatsoever,whether known
or unknown,foreseen or unforeseen, existing or hereinafter arising,contingent or non-contingent,matured
or umnatured, direct or indirect, choate or inchoate, liquidated or unliquidated, suspected or unsuspected,
disputed or undisputed,secured or unsecured,assertable or existing directly or derivatively,whether arising
before, on,or after the Petition Date, in contract or in tort, in law or in equity,under the Bankruptcy Code
or applicable non-bankruptcy law, or pursuant to any other theory of law. For the avoidance of doubt,
Causes of Action include: (a) all rights of setoff, counterclaim, or recoupment and claims on contracts or
for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests;
(c) claims pursuant to sections 362, 510, 542, 543, 544, 545, 546, 547, 548, 549, 550, or 553 of the
Bankruptcy Code or similar non-U.S. or state law; and (d) such claims and defenses as fraud, mistake,
duress,and usury and any other defenses set forth in section 558 of the Bankruptcy Code.
"Released Party" means, collectively, the following Entities, in each case in their capacities as such:
(a)the Debtors; (b)the Reorganized Debtors; (c)the ABL DIP Lenders; (d)the Term DIP Lenders; (e)the
Consenting Stakeholders; (f) the Second Lien Consenting Lenders; (g) the Investors; (h)the
Agents/Trustees; (i) all Releasing Parties; and(j) each Related Party of each Entity in clause (a) through
(i);provided,however,that,in each case,an Entity shall not be a Released Party if it(i)elects to opt out of
the releases contained in this Plan if permitted to opt out;or(ii)files with the Bankruptcy Court an objection
to the Plan, including the releases, that is not consensually resolved before Confirmation or supports any
such objection or objector.
"Releasing Party"means,collectively,and in each case in their capacities as such: (a)the Debtors;(b)the
Reorganized Debtors; (c) the ABL DIP Lenders; (d) the Term DIP Lenders; (e)the Consenting
Stakeholders; (f) the Second Lien Consenting Lenders; (g)the Investors; (h)the Agents/Trustees; (i) all
Holders of Claims that vote to accept the Plan; (j)all Holders of Claims or Interests that are deemed to
accept the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the
box on the applicable notice of non-voting status indicating that they opt not to grant the releases provided
in the Plan; (k) all Holders of Claims or Interests that are deemed to reject the Plan and who do not
affirmatively opt out of the releases provided by the Plan by checking the box on the applicable notice of
non-voting status indicating that they opt not to grant the releases provided in the Plan; (1) all Holders of
Claims who abstain from voting on the Plan and who do not affirmatively opt out of the releases provided
by the Plan by checking the box on the applicable ballot indicating that they opt not to grant the releases
provided in the Plan; (m) all Holders of Claims who vote to reject the Plan and who do not affirmatively
opt out of the releases provided by the Plan by checking the box on the applicable ballot indicating that
they opt not to grant the releases provided in the Plan; and(n) each Related Party of each Entity in clause
(a)through(m).
3
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
Item 2. Certifications.
By signing this Opt-Out Form,the undersigned certifies to the Bankruptcy Court and the Debtors:
a. that, as of April 3,2024,either: (i)the undersigned is the Holder of a Claim or an Interest;
(ii)the undersigned is an authorized signatory for an Entity or Person that is the Holder of
a Claim or an Interest;
b. that the Holder has received a copy of the Notice of(A) Non-Voting Status to Holders or
Potential Holders of(I) Unimpaired Claims or Equity Interests Conclusively Presumed to
Accept the Plan and (II) Impaired Claims or Equity Interests Conclusively Deemed to
Reject the Plan and(B) Opportunity for Holders of Claims and Equity Interests to Opt-Out
of the Third-Party Release and that this Opt-Out Form is made pursuant to the terms and
conditions set forth therein;
c. that the undersigned has made the same election with respect to all Claims or Interests held
by the undersigned; and
d. that no other Opt-Out Form has been cast with respect to the Holder's Claims or Interests,
or, if any other Opt-Out Forms have been cast with respect to such Claims or Interests,
such Opt-Out Forms are hereby revoked.
YOUR RECEIPT OF THIS OPT-OUT FORM DOES NOT SIGNIFY THAT YOUR CLAIM OR
INTEREST HAS BEEN OR WILL BE ALLOWED.
Name of Holder:
Signature:
Signatory Name(if other
than the Holder):
Title:
Address:
Email Address:
Date Completed:
If you have a new address or contact information, please email Cl-Info(&,epigglobal.com with "Address
Update Requested"in the subject line,and include the(Old Name/Address)name and address this was sent
to,and(New Name/Address)the updated name and/or address you would like us to use for future mailings.
4
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
IF YOU WISH TO OPT OUT,PLEASE COMPLETE,SIGN,AND DATE THIS OPT-OUT
FORM AND RETURN PROMPTLY VIA FIRST CLASS MAIL TO:
ConvergeOne
do Epiq Ballot Processing
P.O.Box 4422
Beaverton,OR 97076-4422
VIA OVERNIGHT COURIER OR HAND DELIVERY TO:
ConvergeOne
do Epiq Ballot Processing
10300 SW Allen Boulevard
Beaverton,OR 97005
OR VIA ONLINE FORM AT: HTTPS://DM.EPIQ11.COM/C1.
If you have any questions,please call the Claims and Noticing Agent at(877)295-6914(U.S. and
Canada),+1 (971)290-2761 (International),or email Cl-Info@epigglobal.com.
IF THE CLAIMS AND NOTICING AGENT DOES NOT ACTUALLY RECEIVE THIS OPT-OUT
FORM ON OR BEFORE 4:00 P.M.,PREVAILING CENTRAL TIME, ON APRIL 30,2024, THEN
THE ELECTIONS TRANSMITTED HEREBY WILL NOT BE EFFECTIVE.
OPT-OUT FORMS SENT BY FACSIMILE OR EMAIL WILL NOT BE ACCEPTED.
5
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
INSTRUCTIONS FOR COMPLETING THIS FORM
1. Capitalized terms used in the Opt-Out Form or in these instructions (the "Instructions")but not
otherwise defined therein or herein shall have the meaning set forth in the Plan.
2. To ensure that your election to opt out is counted,you must complete the Opt-Out Form and take
the following steps: (a) clearly indicate your decision to "opt out"of the Third-Party Release set
forth in the Plan in Item 1 above; (b)make sure that the information required by Item 2 above has
been correctly inserted; and (c) sign, date and return an original of your Opt-Out Form in
accordance with paragraph 3 directly below.
3. Return of Opt-Out Form: Your Opt-Out Form MUST be returned to the Claims and Noticing
Agent so as to be actually received by the Claims and.Noticing Agent on or before the Opt-Out
Deadline,which is 4:00 p.m.,(prevailing Central Time),on April 30,2024.
4. If an Opt-Out Form is received by the Claims and Noticing Agent after the Opt-Out Deadline, it
will not be effective. Additionally,the following Opt-Out Forms will NOT be counted:
a. any Opt-Out Form that is illegible or contains insufficient information to permit the
identification of the Holder of the Claim or Interest;
b. any Opt-Out Form cast by or on behalf of an Entity that is not entitled to opt out of the
Third-Party Release;
c. any Opt-Out Form sent to the any party(other than the Claims and Noticing Agent);
d. any Opt-Out Form transmitted by facsimile or email;
e. any unsigned Opt-Out Form; or
f. any Opt-Out Form not completed in accordance with the procedures approved in the
Solicitation Order and described herein.
5. The method of delivery of Opt-Out Forms to the Claims and Noticing Agent is at the election and
risk of each Holder of a Claim or Interest. Except as otherwise provided herein,such delivery will
be deemed made to the Claims and Noticing Agent only when the Claims and Noticing Agent
actually receives the executed Opt-Out Form. Holders should allow sufficient time to assure
timely delivery.
6. If multiple Opt-Out Forms are received from the same Holder with respect to the same Claim or
Interest prior to the Opt-Out Deadline, the last Opt-Out Form timely received will supersede and
revoke any earlier received Opt-Out Forms.
7. The Opt-Out Form is not a letter of transmittal and may not be used for any purpose other than to
opt-out of the Third-Party Release. Accordingly,at this time,Holders of Claims or Interests should
not surrender certificates or instruments representing or evidencing their Claims or Interests, and
neither the Debtors nor the Claims and Noticing Agent will accept delivery of any such certificates
or instruments surrendered together with an Opt-Out Form.
8. The Opt-Out Form does not constitute, and shall not be deemed to be, (a) a proof of claim, (b)
proof of interest,or(c)an assertion or admission of a Claim or Interest.
6
ConvergeOne Holdings,Inc.,et al.
Optional Opt-Out Form
•
9. Please be sure to si2n and date your Opt-Out Form. If you are signing an Opt-Out Form 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 must indicate such capacity when
signing and, if required or requested by the Claims and Noticing Agent, the Debtors, or the
Bankruptcy Court,must submit proper evidence to the requesting party to so act on behalf of such
Holder. In addition, please provide your 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 Opt-Out Form.
PLEASE RETURN YOUR OPT-OUT FORM PROMPTLY
IF YOU HAVE ANY QUESTIONS REGARDING THIS OPT-OUT FORM OR THE
INSTRUCTIONS OR PROCEDURES, PLEASE CONTACT THE CLAIMS AND NOTICING
AGENT AT: (877)295-6914 (U.S.OR CANADA),+1 (971)290-2761 (INTERNATIONAL) OR VIA
EMAIL AT: C1-INFO@EPIQGLOBAL.COM.
IF THE CLAIMS AND NOTICING AGENT DOES NOT ACTUALLY RECEIVE
THIS OPT-OUT FORM OPT-OUT FORM FROM YOU BEFORE THE OPT-OUT
DEADLINE WHICH IS 4:00 P.M.,PREVAILING CENTRAL TIME,ON APRIL 30,
2024,THEN THE OPT-OUT ELECTIONS TRANSMITTED THEREBY WILL NOT
BE EFFECTIVE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE,OR TO
MAKE ANY REPRESENTATION,REGARDING THE DEBTORS OR THE PLAN, OTHER THAN
WHAT IS CONTAINED IN THE DOCUMENTS MAILED HEREWITH.
7
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