Case KJC Doc 543 Filed 02/26/18 Page 1 of 8

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1 Case KJC Doc 543 Filed 02/26/18 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., i Chapter 11 Case No (KJC) Debtor. Objection Deadline: March 21, 2018, at 4:00 p.m. (prevailing Eastern Time) Hearing: March 28, 2018 at 11:00 a.m. (prevailing Eastern Time) LIQiJIDA'I'ING TRUSTEE'S SECOloTD ~NillolllB~J~ O~J~C'~IOle1, P~T~ZS~1Al\1T TO SECTIONS 105 AND 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007, AND LOCAL RULE 30Q7-1, TO CUSTOMEK CLAIMS (SUBSTANTIVE) ANY PARTY RECEIVING THIS OMNIBUS OBJECTION TO CLAIMS SHOULD LOCATE THEIR NAMES AND THEIR CLAIMS) IN THE ATTACHED EXHIBIT. YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND BY ANY FURTHER OBJECTION THAT MAY BE FILED AGAINST YOUR CLAIM(s). Suzanne B. Roski, in her capacity as liquidating trustee (the "Liquidating Trustee") of the liquidating trust for AEI Winddown, Inc., the debtor in the above-captioned case (the "Debtor") hereby submits its second omnibus objection (the "Objection") seeking an order, substantially in the form attached hereto (the "Proposed Order"), disallowing the claims identified on Exhibit A to the Proposed Order, because either: (a) the claims were for returns by customers that were not authorized; or (b) the claims were for warranties for goods sold by unauthorized distributors. In support of this Objection, the Liquidating Trustee has filed concurrently herewith the Declaration of Suzanne Roski in Support of Liquidating Trustee's Second Omnibus Objection, PuNsuant to Sections 105 and 502 of the Bankruptcy Code, The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/lc/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE: /001

2 Case KJC Doc 543 Filed 02/26/18 Page 2 of 8 Bankruptcy Rule 3007, and Local Rule , to Ca~stomeN Claims (Substantive), and respectfully represent as follows: Jurisdiction and Venue The Bankruptcy Court has subject matter jurisdiction to consider and determine this matter pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and The statutory bases for the relief requested herein are section 105 and 502 of chapter 11 of Title 11, United States Code (the "Bankruptcy Code"), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the"local Rules") Background 3. On March 8, 2017 (the "Petition Date"), the Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor is operating its business and managing its properties as a debtor and debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 31, 2017, the Office of the United States Trustee appointed a committee of unsecured creditors (the"committee") in this case. 4. Prior to the sale of substantially all of its assets, the Debtor manufactured saltwater batteries with a proprietary, environmentally-friendly electrochemical design. Based in Pittsburgh, the Debtor was founded in 2008 and had its first commercial product launch in 2014 The Debtor's products included battery stacks, modules and monitoring systems. More than 55 global dealers and distributors sold the Debtor's products directly to end users and other customers that incorporate the batteries into third party systems and equipment such as inverters, controls, solar/wind generators, gensets, racking, and enclosures. DOCS DE: /001 2

3 Case KJC Doc 543 Filed 02/26/18 Page 3 of 8 5. The factual background regarding the Debtor, including its current and historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the DeclaNation of Suzanne Roski, Chief Restructuring OffzceN, in SuppoNt of First Day Motions (the "First Dav Declaration") and is fully incorporated herein by reference. 6. On August 16, 2017, the Court entered the OrdeN (I) Establishing BaN Dates for Filing Claims and (II) Approving the FoNm and Manner of Notice Thereof [Docket No. 315] (the"bar Date Order"). The Bar Date Order set the general bar date, the governmental bar date, and the first administrative bar date as September 29, 2017 at 5:00 p.m. (ET)(the"General Bar Date"). 7. On December 19, 2017, the Court entered the Order GNanting Fznal Approval of DisclosuNe Statement and Confirming Debtor's Plan of Liquidation PuNsuant to ChapteN I1 of the Bankruptcy Code [Docket No. 484], which confirmed the Debtor's Plan of Liquidation Pursuant to Chapter 11 of the BankNuptcy Code [Docket No ] (the"plan") and appointed Suzanne B. Roski as the Liquidating Trustee. On February 22, 2018, the Debtor filed the Notice of (I) Occurrence of Effective Date and (II) Deadlines fon Filing Certain Claims and Requests for Payment [Docket No. 537]. Pursuant to the Plan, the current deadline to object to all claims, other than professional fee claims, is August 21, As of the date hereof, more than 225 proofs of claim have been filed in the Chapter 11 Case. The Liquidating Trustee and its counsel have commenced a claims reconciliation process that includes identifying particular categories of claims that may be targeted for disallowance, reduction and allowance, or reclassification and allowance. In addition to the present Objection, the Liquidating Trustee anticipates filing further omnibus and individual claims objections. DOGS DE /001 3

4 Case KJC Doc 543 Filed 02/26/18 Page 4 of 8 Relief Requested 9. By this Objection, the Liquidating Trustee objects to the claims set forth in Exhibit A attached to the Proposed Order (the"claims" or the "Customer Claims") and, for the reasons described below and on the Exhibit, seeks entry of the Proposed Order, pursuant to sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , disallowing the Claims. Section 502(b) states in relevant part that: [T]he court, after notice and a hearing, shall determine the amount of [a] claim in lawful currency of the United States as of the date of the filing of the petition, and shall allow such claim in such amount, except to the extent that (1) such claim is unenforceable against the debtor or property of the debtor, under any agreement or applicable law for a reason other than because such claim is contingent or unmatured 11 U.S.C. 502(b). Customer Claims 10. The Liquidating Trustee objects to the Claims listed on Exhibit A attached to the Proposed Order pursuant to section 502(b)(1) of the Bankruptcy Code because the Liquidating Trustee has determined that the obligations asserted in the Claims seek recovery of amounts for which the Debtor is not liable 11. To initiate a return, a customer would contact the Debtor directly to describe the issue and products to be returned. The Debtor's employees would research the return issue to determine whether the issue was valid and within the Debtor's return policy. If the Debtor determined that the issue was valid and within the return policy, the Debtor would issue a Return Merchandise Authorization ("RMA") form to the customer, with instructions to DOCS DE: /001

5 Case KJC Doc 543 Filed 02/26/18 Page 5 of 8 include the RMA with the returned merchandise. The Debtor would also log the RMA in its system. Returns were not authorized without a valid RMA form. 12. Far certain of the Customer Claims, the Trustee has determined that the Debtor's records did not include an open or valid RMA form. Without a valid RMA, a customer is not authorized to make a return, and the Debtor would not be liable for any claim asserted. As set forth on Exhibit A attached to the Proposed Order, certain of the Customer Claims did not include a valid RMA form, and the Debtor's business records did nat show that a RMA form was provided. As such, the Debtor has no liability for these claims. 13. Further, the Debtor's warranty program only extended to authorized resellers and brokers. The Debtor's warranty program did not extend to third-party purchasers. 14. For certain of the Customer Claims, the Trustee has determined that the Claims are for purchases made from a distributor, and not directly from the Debtor or an authorized reseller. These purchases would be considered third-party purchases that are not covered by the Debtor's warranty program. As set forth on Exhibit A attached to the Proposed Order, certain of the Customer Claims were made by customers who purchased the Debtor's products through a distributer or broker that was not covered by the Debtor's warranty program. Accordingly, the Debtor has no liability for these Claims. 15. Failure to disallow the Customer Claims will result in the applicable claimants receiving an unwarranted recovery under the Plan to the detriment of other similarly situated creditors. Accordingly, the Liquidating Trustee (i) objects to the Customer Claims and (ii) requests entry of the Proposed Order disallowing and expunging in its entirety the Customer Claims identified in Exhibit A thereto. DOCS DE: /001

6 Case KJC Doc 543 Filed 02/26/18 Page 6 of 8 Responses to the Objection 16. To contest the Liquidating Trustee's objection to any Claim in E~ibit A attached to the Proposed Order that is proposed to be disallowed, a claimant must follow the instructions set forth in the Notice accompanying this Objection. Replies to Responses 17. Consistent with Local Rule (d), the Liquidating Trustee may, at its option, file and serve a reply to a claimant's Response no later than 4:00 p.m. (prevailing Eastern Time), one day prior to the deadline for filing the agenda for any hearing scheduled to consider the Objection. Separate Contested Matters 18. If the Liquidating Trustee's objection to any Claim asserted herein is not resolved, each such objection shall constitute a separate contested matter as contemplated by Rule 9014 of the Bankruptcy Rules. Any order entered by the Bankruptcy Court regarding an objection asserted in the Objection shall be deemed a separate order with respect to each Claim subject thereto. The Liquidating Trustee requests that the Bankruptcy Court, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, made applicable in a contested matter by Bankruptcy Rules 7054 and 9014, direct entry of a final judgment with respect to those claims objections as to which relief is entered by any Order on the Objection. Reservation of Rights 19. To the fullest extent permitted by Bankruptcy Rule 3007 and Local Rule , the Liquidating Trustee hereby reserves the right to (i) file subsequent objections to any Claims listed in Exhibit A attached to the Proposed Order on any ground; (ii) amend, modify, and/or supplement this Objection, including, without limitation, the filing of objections to further DOCS DE:217606, /001 6

7 Case KJC Doc 543 Filed 02/26/18 Page 7 of 8 amended or newly filed claims; (iii) seek disallowance or reduction of any Claim to the extent all or a portion of such Claim has been paid; and (iv) settle any Claim for less than the asserted amount. Separate notice and a hearing will be provided in respect of any such additional objections. Notice 20. Notice of this Motion has been provided by first-class mail to the following parties: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Committee; (c) all parties entitled to notice pursuant to Bankruptcy Rule 2002; and (d) the claimants identified in Exhibit A to the Proposed Order. The Liquidating Trustee submits that no other or further notice need be provided. Compliance with Local Rule To the best of the Liquidating Trustee's knowledge and belief, this Objection and related Exhibit A attached to the Proposed Order, comply with Local Rule To the extent this Objection does not comply in all respects with the requirements of Local Rule , the undersigned believes such deviations are not material and respectfully requests that any such requirement be waived. No Previous Request 22. No previous request for the relief sought herein has been made by the Liquidating Trustee to this or any other court. DOCS D~: /001 7

8 Case KJC Doc 543 Filed 02/26/18 Page 8 of 8 WHEREFORE the Liquidating Trustee respectfully requests entry of an order granting the Objection and disallowing and expunging the Claims identified in Exhibit A attached to the Proposed Order, and granting such other and further relief as this Court deems just and proper. Dated: February 26, 2018 PACHULSKI STANG ZIEHL &JONES LLP %s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law.com dbertenthal@pszj law. co m j mulvihill@pszj law. com Counsel to the Liquidating Trustee DOGS DE: /001

9 Case KJC Doc Filed 02/26/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AEI WINDDOWN, INC., 1 ) Case No (KJC) Debtor. ) Objection Deadline: March 21, 2018, at 4:00 p.m. (prevailing Eastern Time) Hearing: March 28, 2018 at 11.:00 a.m. (prevailing Eastern Time) NOTICE OF LIQUIDATING TRUSTEE'S SECOND OMNIBUS OBJECTION, PURSUANT TO SECTIONS los AND 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007, AND LOCAL RULE , TO CUSTOMER CLAIMS (SUBSTANTIVE) TO: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Committee; (c) all parties entitled to notice pursuant to Bankruptcy Rule 2002; and (d) the claimants identified in Exhibit A to the Proposed Order. PLEASE TAKE NOTICE that on February 26, 2018, Suzanne B. Roski, in her capacity as liquidating trustee (the "Liquidating Trustee") of the liquidating trust for the abovecaptioned debtor (the "Debtor"), filed the attached Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Customer Claims (Substantive) (the "Objection") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware (the "Bankruptcy Court"), which seeks an order disallowing the claims identified on Exhibit A to the proposed order appended to the Objection for all purposes and as more fully described in the Objection and the exhibits thereto. 1 The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS D~: /001

10 Case KJC Doc Filed 02/26/18 Page 2 of 4 PLEASE TAKE FURTHER NOTICE that any response or objection to the entry of an order with respect to the relief sought in the Objection must be filed with the Bankruptcy Court on or before March 21, 2018, at 4:00 p.m, prevailing Eastern time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) counsel for the Liquidating Trustee: Pachulski Stang Ziehl &Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19801, (Attn: Laura Davis Jones, Esq. (ljones@pszjlaw.com)); (ii) counsel to the Official Committee of Unsecured Creditors: (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attn: Jeffrey Cohen, Esq. (jcohen@lowenstein.com); (b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behlmann, Esq. (abehlmann@lowenstein.com);(c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. (rbeck@klehr.com) and Sally E. Veghte, Esq. (sveghte@klehr.com); and (iii) the Office of the United States Trustee for the District of Delaware: United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq. (hannah.mccollum@usdoj.gov))(collectively, the "Notice Parties"). PLEASE TAKE FURTHER NOTICE THAT IF A TIMELY RESPONSE TO THE OBJECTION IS RECEIg1ED, A HEARING ON THE OBJECTION (THE "HEARING") WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT, $24 NORTH MARKET STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON, DELAWARE ON MARCH 28, 2018, AT 11:00 A.M. PREVAILING EASTERN TIME. The Hearing may be continued from time to time upon written notice to you or oral announcement in Bankruptcy Court. DOCS DE /001 2

11 Case KJC Doc Filed 02/26/18 Page 3 of 4 PLEASE TAKE FURTHER NOTICE that if you file a response to the Objection, you should be prepared to argue that response at the Hearing. You need not appear at the Hearing if you do not oppose the relief requested in the Objection. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF DEMANDED BY THE OBJECTION WITHOUT FURTHER NOTICE OR HEARING. PLEASE TAKE FURTHER NOTICE that each claimant should read the Objection, which describes the grounds for the objection to the claims set forth therein. Any response filed with the Bankruptcy Court must contain at a minimum the following: a. a caption setting forth the name of the Bankruptcy Court, the name of the Debtor, the case number, and the title of the Objection; b. the name of the claimant and description of the basis for the amount of the claim; c. a concise statement setting forth the reasons why the claim should not be disallowed for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal basis upon which the claimant will rely in opposing the Objection; d. all documentation or other evidence of the claim, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, upon which the claimant will rely in opposing the Objection at the Hearing; and e. the name, address, and telephone number of the person (who may be the claimant or the claimant's legal representative) possessing ultimate authority to reconcile, settle, or otherwise resolve the claim on behalf of the claimant. DOCS DE: /001 3

12 Case KJC Doc Filed 02/26/18 Page 4 of 4 PLEASE TAKE FURTHER NOTICE that questions about the Objection or requests for additional information about the proposed disposition of the claim should be directed to counsel for the Liquidating Trustee at the address or telephone number set forth below. The Liquidating Trustee reserves the right to object in the future to any of the proof of claim that is the subject of the Objection on any further or additional grounds. Separate notice will be made and a separate hearing will be scheduled for any such objection. Dated: February 26, 2018 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law. com db s zj 1 aw. c o m j law. com Counsel to the Liquidating Trustee DOCS D~ /001 4

13 Case KJC Doc Filed 02/26/18 Page 1 of 6 EXHIBIT 1 Proposed Order DOCS DE /001

14 Case KJC Doc Filed 02/26/18 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. ORDER GRANTING LIQUIDATING TRUSTEE'S SECOND OMNIBUS OBJEC'~IOlOT, P~TR~UAlo1T 'I'O ~ECTIOle1~ 105 ANTI) 502 O~ ~I~~ BANKRUPTCY CODE, BANKRUPTCY RULE 3007, AND LOCALRULE , TO CUSTOMER CLAIMS (SUBSTANTIVE) Upon consideration of the Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Customer Claims (Substantive) (the "Objection"), seeking entry of an order disallowing and expunging certain Claims,2 as listed in Exhibit A attached hereto; and the Court having subject matter jurisdiction to consider the Objection and to issue the relief requested therein in accordance with 28 U.S.C. 1334; and the Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and due and proper notice of the Objection having been provided; and it appearing that no other or further notice need be provided; and the Court having determined that the relief sought in the Objection is in the best interests of the Debtor, its estate, and creditors, and that the legal and factual bases set forth in the Objection establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor; it is The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Objection. DOCS DE: /001

15 Case KJC Doc Filed 02/26/18 Page 3 of 6 ORDERED that the Objection is granted, as may be modified herein; and it is further ORDERED that each of the Customer Claims listed in Exhibit A hereby are disallowed and expunged in their entirety; and it is further ORDERED that the rights of the Liquidating Trustee to (i) file subsequent objections to any Claims listed in Exhibit A attached hereto on any ground; (ii) amend, modify, or supplement the Objection, including, without limitation, the filing of objections to further amended or newly filed claims; (iii) seek disallowance or reduction of any Claim to the extent all or a portion of such Claim has been paid; and (iv) settle any Claim for less than the asserted amount are preserved. Additionally, should the grounds of objection stated in the Objection be denied, the rights of the Liquidating Trustee to object on any other grounds are preserved; and it is further ORDERED that this Court shall retain jurisdiction over the Liquidation Trustee and the Claimants whose Claims are subject to the Objection with respect to any matters related to or arising from the Objection or the implementation of this Order; and it is further ORDERED that each Claim and the objections by the Liquidating Trustee to such Claim, as addressed in the Objection and set forth in Exhibit A attached hereto, constitute a separate contested matter as contemplated by Rule 9014 of the Bankruptcy Rules and Local Rule This Order shall be deemed a separate Order with respect to each Claim that is subject to the Objection. Any stay of this Order pending appeal by any claimant whose Claims are subject to this Order shall only apply to the contested matter that involves such claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters addressed in the Objection and this Order; and it is further ROCS DE: /001 2

16 Case KJC Doc Filed 02/26/18 Page 4 of 6 ORDERED that, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, made applicable in a contested matter by Rules 7054 and 9014 of the Federal Rules of Bankruptcy Procedure, the Court hereby directs entry of a final judgment with respect to those claims objections as to which relief is entered by this Order, the Court having determined that there is no just reason for delay in the entry of judgment on these matters. Dated:, 2018 Wilmington, Belaware The Honorable Kevin J. Carey United States Bankruptcy Court Judge DOCS DE: /001 3

17 Case KJC Doc Filed 02/26/18 Page 5 of 6 Exhibit A Customer Claims DOCS DE /001

18 Case KJC Doc Filed 02/26/18 Page 6 of 6 AEI Winddown, Inc. Customer Claims to be Disallowed EXHIBIT A Seq No. ~ Creditor Claim No. Claim Amount Reason for Objection AMPETUS ENERGY PTY LTD Debtor's records did not include an open Return Merchandise Authorization INDUSTRIESTR. 10 MARBURG, $ ~~~RMA") form, the Debtor's business document authorizing returns and 43,200 credits, for the claimant. Accordingly, claimant did not have a valid warranty GERMANY claim. 2 EARL E. BAKKEN AND EARL E. BAKKEN, ET AL. Claimant did not provide any information as to nature, origin, or amount of 108 WHITETAIL DR 96 ~ claim, Debtor's records did not include an open RMA form, the Debtor's HARRISON CITY, PA business document authorizing returns and credits, for the claimant. Accordingly, claimant did not have a valid warranty claim. ERGON ENERGY CORPORATION LTD. Debtor's records did not include an open RMA form, the Debtor's business APT 35 MANOR COURT MEWS, MANOR PARK document authorizing returns and credits, for the claimant. Goods included in 3 DRIVE 209 $ 11,109 claim purchased outside warranty period, Accordingly, claimant did not have a KINGSTON, ST. ANDREW KINGSTON 8 valid warranty Gaim. JAMAICA GARY M DUERST Debtor's records did not include an open RMA form, the Debtor's business FREDRIKSON & BYRON, P.A. document authorizing returns and credits, for the claimant. Claimant SOUTH SIXTH STREET, SUITE $ 11,200 purchased goods from distributor, not Debtor. Debtor's warranty protection MINNEAPOLIS, MN extended to authorized resellers only. Accordingly, claimant did not have a valid warranty claim. 5 GETSOL WAREHOUSE LIMITED PO BOX 1873 NEVADA CITY, CA Debtor's records did not include an open RMA, the Debtor's business 180 $ 9,405 document authorizing returns and credits, for the claimant. Accordingly, claimant did not have a valid warranty claim. 6 INTER-ISLAND SOLAR SUPPLY LUMIAINA ST WAIPAHU, HI Debtor's records did not include an open RMA form, the Debtor's business 132 $ document authorizing returns and credits, for the claimant. Additionally, the 18,852 shipments referenced in the claim were for goodwill, not warranty. Accordingly, claimant did not have a valid warranty claim. JOSEPH N. A. RYAN, JR. ~ 13 EMPRESS ROAD EAST ST KILDA, VICTORIA 3183 AUSTRALIA Customer purchased goods from distributor, not Debtor. Debtor's warranty g6 $ 1,800 protection extended to authorized reseliers only. Accordingly, claimant did not have a valid warranty claim. MARK C ALLEN $ TWARDA 12 GDAANSK, PQLAND Customer purchased goods from distributor, not Debtor. Debtor's warranty 34 $ 16,878 protection extended to authorized resellers only. Accordingly, claimant did not have a valid warranty claim. 9 NICK A LUCCHESE INDUSTRIESTR. 10 MARBURG, GERMANY g5 $ 57,750 Debtor's records did not include an open RMA form, the Debtor's business document authorizing returns and credits, for the claimant. Accordingly, claimant did not have a valid warranty claim. Pre-petition, Debtor shipped components fulfilling $1,500 of items included in claim. 10 PACIFIC SOLAR INNOVATIONS, INC. 300 DE HARO STREET SUITE 34 SAN FRANCISCO, CA Debtor's records did not include an open RMA form, the Debtor's business 42 $ 63,438 document authorizing returns and credits, forthe claimant. Accordingly, claimant did not have a valid warranty claim. 11 WINDSTAX INC PO BOX 562 WAIMANALO, HI Debtor's records did not include an open RMA form, the Debtor's business document authorizing returns and credits, for the claimant. Claimant 43 $ 40,183 purchased goods from distributor, not Debtor. Debtor's warranty protection extended tq authorized resellers only. Accordingly, claimant did not have a valid warranty claim.

19 Case KJC Doc Filed 02/26/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, inc., 1 Chapter 11 Case No (KJC) Debtor. DECLARATION OF SUZANNE ROSKI IN SUPPORT OF LIQUIDATING TRUSTEE'S SECOND OMNIBUS OBJECTION, PURSUANT TO SECTIONS 105 AND S02 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007, AND LOCAL RULE , TO CUSTOMER CLAIMS (SUBSTANTIVE) I, Suzanne B. Roksi, hereby declare that the following is true to the best of my knowledge, information, and belief: 1. I am Liquidating Trustee of the liquidating trust for AEI Winddown, Inc., the above-captioned debtor (the "Debtor"). I make this declaration (the "Declaration") in support of the Liquzdatzng Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Customer Claims (Substantive) (the "Second Omnibus Objection"). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Second Omnibus Objection. 2. Except as otherwise indicated, all statements in this Declaration are based upon my personal knowledge, my review of the books and records (the "Books and Records") of the above-captioned Debtor, the Schedules of Assets and Liabilities filed in the Debtor's Chapter 11 Case (the "Schedules"), relevant documents and other information prepared or collected by i The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOGS DE: /001

20 Case KJC Doc Filed 02/26/18 Page 2 of 4 the Debtor's prior employees or professionals, or my opinion based on my experience with the Debtor's operations and financial condition. In making my statements based on my review of the Books and Records, relevant documents, and other information prepared or collected by the Debtor's prior employees, I have relied upon these employees accurately recording, preparing, or collecting such documentation and other information. 3, If I were called to testify as a witness in this matter, I could and would competently testify to each of the facts set forth herein based upon my personal knowledge, review of documents, or opinion. I am authorized to submit this Declaration on behalf of the liquidating trust for the Debtor. 4. I have access to the Books and Records. The Debtor's practice is to prepare and/or file documents and records at or about the time of the events described in the document or record, which are noted and recorded in the books, records, and/or files of the Debtor and which are maintained and relied upon by the Debtor in the ordinary course of its business. 5. The Liquidating Trustee objects to the Claims listed on Exhibit A to the proposed order (the "Proposed Order") filed with the Second Omnibus Objection because, to the best of my knowledge, information, and belief, the Debtor does not have any liability with respect to such claims listed on Exhibit A to the Proposed Order. As set forth more fully on Exhibit A attached to the Proposed Order, certain of the Customer Claims did not include a valid RMA form, which is required to authorize any returns, and the Debtor's business records did not show that a RMA form was provided. As such, the Debtor has no liability for these claims. ROCS DE: /001 2

21 Case KJC Doc Filed 02/26/18 Page 3 of 4 6. Further, certain of the Customer Claims were warranty claims made by customers who purchased the Debtor's products through a distributer and not an authorized reseller. Because the Debtor's warranty program only extended to authorized resellers, the Debtor has no liability for these claims. DOCS DE /001

22 Case KJC Doc Filed 02/26/18 Page 4 of 4 I declare under penalty of perjury that the foregoing is true and correct. Executed this 26th day of February /s/suzanne B. Roski Suzanne B. Roski Liquidating Trustee AEI Winddown Liquidating Trust DOCS DE /001

23 Case KJC Doc Filed 02/26/18 Page 1 of 6 IN TIIE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AEI WINDDOWN, INC.,1 ) Case No. 17-1O50Q (KJC) Debtor. ) CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 26th day of February, 2018, I caused a copy of the following documents) to be served on the individuals on the attached service lists) in the manner indicated: Notice of Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Mule , to Customer Claims (Substantive) Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and S02 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Customer Claims (Substanti~~e) Declaration of Suzanne Roski in Support of Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3407, and Local Rule , to Customer Claims (Substantive) /s/joseph M. Mulvihill Joseph M. Mulvihill (DE Bar No. 6061) ` The Debtor in this chapter 1 l case and the last four digits of the Debtor's U.S, tax identification number is AEI Winddown, Inc. (f/wa Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE /001

24 Case KJC Doc Filed 02/26/18 Page 2 of 6 AEI Winddown Service List re Second Omnibus Objection to Claims (Substantive) Case No (KJC) Doc. No OS Foreign Earl E. Bakken and Earl E. Bakken, et al 108 Whitetail Drive Harrison City, PA Farst Class Mail Gary M. Duerst Fredrikson &Byron, P.A. 200 S. Sixth Street, Suite 4000 Minneapolis, MN Getsol Warehouse Limited PO Box 1873 Nevada City, CA Inter-Island Solar Supply Lumiaina Street Waipahu, HI Foreign Ergon Energy Corporation Ltd. Apt 35 Manor Court Mews Manor Park Drive Kingston, St. Andrew Kingston 8 JAMAICA Foreign Joseph N. A. Ryan, Jr. 13 Empress Road East St Kilda, Victoria 3183 AUSTRALIA F'or~ign Farst Class 1VIai1 Mark C. Allen Twarda 12 Gdaansk, POLAND Foreign Nick A. Lucchesa Industriestr. 10 Marburg, GERMANY Pacific Solar Innovations, Inc. 300 De Haro Street, Suite 34 San Francisco, CA first Cass lirail Windstax Inc PO Box S62 Waimanalo, HI Foreign First Class 1VIaii Ampetus Energy Pty Ltd Industriestr. 10 Marburg, GERMANY DOCS D~: /001

25 Case KJC Doc Filed 02/26/18 Page 3 of 6 Aquion 2002 Service List Case No (KJC) Document No Hand Delivery 33 O1 Foreign (Counsel to Debtors) Laura Davis Jones, Esquire Joseph M. Mulvihill, Esquire Pachulski Stang Ziehl &Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE Hand Delivery Hannah Mufson McCollum, Esquire Office of the United States Trustee U. S. Department of Justice- 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivery (United States Attorney) David C. Weiss c/o Ellen Slights, Esquire United States Attorney's Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE Hand Delivery (State Attorney General) Matthew P. Denn, Esquire Delaware Department of 3ustice Carvel State Office Building, 5th Floor 820 North French Street Wilmington, DE Hand Deliti~ery Zillah A. Frampton, Bankruptcy Administrator Delaware Department of Revenue Carvel State Office Building, 8th Floor 820 North French Street Wilmington, DE Hand Deli~~e~y (Co-Counsel to Trinity Capital Fund II, L.P.) William P. Bowden, Esquire Karen B. Skomorucha Owens, Esquire Ashby &Geddes, P.A. 500 Delaware Avenue, 8th Floor PO Box 1150 Wilmington, DE Hand Delivery (Counsel to Vale Vista Associates, L.P.) Mark T. Hurford, Esquire Campbell &Levine, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE Hand Delivery (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esquire Sally E. Veghte, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE Hand Delivery (Counsel to Bryan A. Dilascio) Christopher D. Loizides, Esquire Loizides, P.A King Street, Suite 800 Wilmington, DE Hind Delivery (Counsel to B1ueSky Energy US, Inc David M. Powlen, Esquire Kevin G. Collins, Esquire Barnes &Thornburg LLP 1000 N. West Street, Suite 1500 Wilmington, DE DOGS DE /001

26 Case KJC Doc Filed 02/26/18 Page 4 of 6 Secretary of State Division of Corporations -Franchise John. G. ']~ownse~~d Building, Suite Federal Street Dover, DE Secretary of Treasury $20 Silver Lake Boulevard, Suite 100 Dover, DE US Department of Treasury Office of General Counsel 1500 Pennsylvania Avenue, NW Washington, DC (United States Attorney General) Jeff Sessions, Esquire Office of the Attorney General US Department of Justice 950 Pennsylvania Avenue, NW Washington, DC Tax (Pension Benefit Guaranty Corporation) Pension Benefit Guaranty Corporation Office of the Chief Counsel 1200 K Street, NW Washington, DC securities and Exchange Commissian Andrew Calamari NY Regional Director Brookfield Place, Suite Vesey Street New York, NY Securities and Exchange Commission - Headquarters 100 F Street, NE Washington, DC Securities and Exchange Commission Sharon Binger Philadelphia Regional Director One Penn Center, Suite JFK Boulevard Philadelphia, PA Internal Revenue Service Centralized Insolvency Operation PO Box 7346 Philadelphia, PA First Ciass Mail Capx Fund IV, L.P. 155 North Wacker Drive, Suite 1760 Chicago IL 606Q6 (Counsel to RIDC Fund for Economic Growth) Sandra G. M. Selzer, Esquire MacElree Harvey, Ltd Kennett Pike Wilmington, DE First Class 1Viail (Counsel to RIDC Fund for Economic Growth) Ashley B. Stitzer, Esquire MacElree Harvey, Ltd. 17 West Miner Street West Chester, PA (Counsel to RIDC Fund for Economic Growth) Erica K. Dausch, Esquire Babst Calland Two Gateway Center Pittsburgh, PA DOCS DE: /001 2

27 Case KJC Doc Filed 02/26/18 Page 5 of 6 (Counsel to RIDC Fund for Economic Growth) Gregory D. Cribbs, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Co-Counsel to Trinity Capital Fund II, L.P.) Robert L. Eisenbach III, Esquire Cooley LLP 101 California Street, St" Floor San Francisco, CA Municipal Authority of Westmoreland County 124 Park and Pool Road New Stanton, PA Attn: Debbie (Counsel to Vale Vista Associates, L.P.) Paul J. Cordaro, Esquire Campbell &Levine, LLC 310 Grant Street 1700 Grant Building Pittsburgh, PA (Committee Member) Tronox, LLC Attn: Steven Kaye 263 Tresser Boulevard, Suite 1100 Stamford, CT (Committee Member) The RIDC Regional Growth Fund Attn: W. Michael Saul 210 Sixth Avenue, Suite 3620 Pittsburgh, PA (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esquire Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ (Counsel for Toyota Industries Commercial Finance, Inc.) Scott D. Fink, Esquire Weltman, Weinberg &Reis Co. LPA 323 W. Lakeside Avenue, Suite 200 Cleveland, OH (Counsel to Bryan A. Dilascio) Jack A. Raisner, Esquire Rene S. Roupinian, Esquire Outten &Golden LLP 685 Third Avenue, 25th Floor New York, NY (Counsel to TP Electric &Power) Daniel R. Schimizzi, Esquire Bernstein-Burkley, P.C. Gulf Tower, Suite Grant Street, Pittsburgh, PA DOCS lle: /001

28 Case KJC Doc Filed 02/26/18 Page 6 of 6 (Counsel for Michael R. Fitzsimmons, Peter Lai, Christopher G. Power, Peter J. Goettner, Christian Borcher, Ernest D. Del, Marc S. Yi, James C. Peters, and Souheil S. Badran) William J. Hanlon, Esquire Seyfarth Shaw LLP Two Seaport Lane, Suite 300 Boston, MA (Counsel to B1ueSky Energy US, Inc.) Kevin C. Driscoll, Jr., Esquire Barnes &Thornburg LLP One North Wacker Drive, Suite 4400 Chicago, IL (Counsel to Judraks, LLC) Darlene M. Nowak, Esquire Marcus &Shapira LLP One Oxford Centre, 35th Floor 301 Grant Street Pittsburgh, PA (Series E Preferred Stock Purchase Agreement dated September 19, 2014) DNS-AQN, LLC Attn: President 101 S. Reid Street, Suite 307 (Office 313) Sioux Falls, SD First Class l0~aii Sue Kempf Collections Manager Cohen &Grigsby, P.C. 625 Liberty Avenue Pittsburgh, PA (Counsel for E-One Moli Energy (Canada) Ltd.) Stamatios Stamoulis Stamoulis & Weinblatt LLC Two Fox Point Centre 6 Denny Road, Suite 307 Wilmington, DE (Counsel to Tennessee Department of Revenue) Laura L. McCloud, Esquire Senior Counsel Office of the Attorney General Bankruptcy Division PO Box Nashville, TN (Counsel to TP Electric &Power) Lara S. Martin, Esquire Bernstein-Burkley, P.C. 707 Grant Street Suite 2200, Gulf Tower Pittsburgh, PA Foreign (Committee Member) Leverton Clarke LTD Attn: Graham Howe Unit 15 Sherrington Way Lister Road, Industrial Estate Basingstoke, RG224AS United Kingdom DOCS DE: !00]. 4