Case Doc 16 Filed 03/06/18 Page 1 of 22

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1 Case Doc 16 Filed 03/06/18 Page 1 of 22 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 THE WALKING COMPANY HOLDINGS, ) INC., et al.,l ) Debtors. ) Case No.: ~) Joint Administration Requested DEBTORS' MOTION FOR AN ORllER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT PLAN, INCLUDING (A) APPROVING FORM AND CONTENT OF SOLICITATION PACKAGE; (B) ESTABLISffiNG RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOK RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF PLAN; AND (VI) G~2ANTING RELATED RELIEF The above-captioned debtors (collectively, the "Debtors"), pursuant to sections 1125 and 1126 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "BankruptcX Code"), Rules 2002, 3016, 3017, 3020 and 9006 of the Federal Rules of Bankruptcy Procedure (the"bankruptcies") and Rules (a) and (b) of the Local Rules for the United States Bankruptcy Court (the "Local Rules"), hereby moves for the entry of an order: (i) approving the Disclosure Statement (as defined below); (ii) scheduling the Confirmation Hearing (as defined below); (iii) approving the form and manner of notice of the Confirmation ~ The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOGS LA:3ll /001

2 Case Doc 16 Filed 03/06/18 Page 2 of 22 Hearing; (iv) establishing procedures for solicitation and tabulation of votes to accept or reject the Debtors' Joint Plan of Reorganization dated March 6, 2018, filed by the Debtor (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"),2 including (A) establishing a Record Date and approving procedures for distributing solicitation packages; (B) approving the form and content of the Debtor's proposed solicitation package, including ballots; (C) establishing a voting deadline for receipt of ballots; and (D) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief. In support of this Motion, the Debtor respectfully states as follows: Jurisdiction The Court has jurisdiction over this Motion pursuant to 28 U.S.C This mattei is a core proceeding pursuant to 28 U.S.Q. 157(b)(2). venue in this district is proper pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3020 and 9006 and Local Rules (a) and (b). 2 Unless otherwise defined in this Motion, all capitalized terms used herein shall have the respective meanings ascribed to them in the Plan. DOCS LA: !001 2

3 Case Doc 16 Filed 03/06/18 Page 3 of 22 Back~rounci A. The Debtor's Chapter 11 Case 3. On March 6, 2018 (the "Petition Date"), the Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner or committee has been appointed in the Debtors' chapter 11 cases. 4. The Walking Company ("TWC") is a manufacturer and leading specialty retailer of comfort footwear and related accessories, including brands: ABEOOO, Dansko, ECCO, Umberto Raffini, Taos, Tara M., Naot, J. Koda, Birkenstock, Keen, Beautifeel, Mephisto, Sofft, Earth, Born, Rock~or~, Olukai, Me~~e11, A~IC~, Rieker, ~aftwalk, Trotters, Zealand and mare. TWC operates over 200 "The Walking Company" stores and an online sales channel primarily via thewalkingcompany.com. TWC manufactures footwear and accessories under the ABEOOO brand and others. 5. Big Dog USA, Inc. ("Big Dog") manufactures and supplies active wear and accessories for men, women, and children. The company offers tees, shirts, fleece, hoodies, pants, shorts, lounges, boxers, outerwear, tops, pajamas, accessories, and more. Big Dog sells its products online through sg com. 6. Since 1989, FootSmart, Inc. ("FootSrnart") has become the largest direct retailer of foot and lower body healthcare products in the country and a destination for over DOCS LA: /001 3

4 Case Doc 16 Filed 03/06/18 Page 4 of 22 3,000 carefully curated comfort footwear products, body health solutions, and pain-relieving products. FootSmart is an authoritative resource in the selection and recommendation of the best wellness solutions designed specifically to treat and prevent common ailments of the feet, legs, knees and back. Among its top comfort brands are Easy Spirit, Clarks, Merrell, ABEOOO biomechanical footwear, and many more offered online at 7. The factual background regarding the Debtors, including their current and historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the DeclaNation of AndNew D. Feshbach, President and Chief Executive Office, in Support of Fist Day Pleadings (the "First Day Declaration") filed concurrently herewith and fully incorporated herein by reference3. B. Plan Tei ms Prior to the Petition Date, the Bebtors engaged iti extensive, good-faith negotiations with their Prepetition Senior Lenders, their Prepetition Subordinated Noteholders and their Plan Sponsors to develop a comprehensive restructuring and recapitalization plan to be implemented through these Chapter 11 Cases. These n~~otiations led to agreements that are memorialized and attached as Exhibits "1","2" and "3", respectively, to the DebtoNs' Joint ChapteN 11 Plan of Reorganization (the "Plan"). 9. On March 6, 2018, the Debtors filed the Plan which is consistent with the terms of the Debtors' agreements with their Prepetition Senior Lenders, their Prepetition Subordinated Noteholders and their Plan Sponsors. 3 Capitalized term used but not otherwise defined herein. shall have the meanings ascribed to them in the First Day Declaration. DOCS LA: /001 4

5 Case Doc 16 Filed 03/06/18 Page 5 of As required by the Bankruptcy Code, the Plan classifies claims and interests in various classes according to their right to priority. The Plan states whether each class of claims or interests is impaired or unimpaired. The Plan provides the treatment each class will receive. Under the Plan, there are seven classes of claims and one class of equity security holders for each Debtor: Summary of Classification of Claims and Egtiin~ Interests Parent Class Claim Status Voting Rights 1 A Priority Non-Tax Claims Unimpaired Deemed to Accept 2A Prepetition Secured Loan Agreement Claims Unimpaired Deemed to Accept 3A Other Secured Claims Unimpaired Deemed to Accept 4A Prepetition Subordinated Notes Claims Impaired Entitled to Vote SA General Unsecured Claims Impaired Entitled to Vote 6A Intercompany Claims Impaired Deemed to Reject 7A Qther Subordinated Claims Impaired Deemed to Reject 8A Parent Equity Interests Impaired Deemed to Reject Subsidiaries: The Walking Company: Class Clain Status Voting Rights 1 B Priority Non-Tax Claims Unimpaired Deemed to Accept 2B Prepetition Secured Loan Agreement Claims Unimpaired Deemed to Accept 3B Other Secured. Claims Unimpaired Deemed to Accept 4B Prepetition Subordinated Notes Claims Impaired Entitled to Vote SB General Unsecured Claims Impaired Entitled to Vote 6B Intercompany Claims Impaired Deemed to Reject 7B Other Subordinated Claims Impaired Deemed to Reject 9B Equity Interests in Subsidiaries Unimpaired Deemed to Accept DOGS LA:3ll /001 S

6 Case Doc 16 Filed 03/06/18 Page 6 of 22 Big Doi USA, Inc.: Class ClaiYn Status Voti~ig Rights 1 C Priority Non-Tax Claims Unimpaired Deemed to Accept 2C Prepetition Secured Loan Agreement Claims Unimpaired Deemed to Accept 3C Other Secured Claims Unimpaired Deemed to Accept 4C Prepetition Subordinated Notes Claims Impaired Entitled to Vote SC General Unsecured Claims Impaired Entitled to Vote 6C Intercompany Claims Impaired Deemed to Reject 7C Other Subordinated Claims Impaired Deemed to Reject 9C Equity Interests in Subsidiaries Unimpaired Deemed to Accept FootSmart, Inc.: Class Claim Status Voti~ig ~2ights 1 D Priority Non-Tax Claims Unimpaired Deemed to Accept 2D Prepetition Secured Loan Agreement Claims Unimpaired Deemed to Accept 3D Other Secured Claims Unimpaired Deemed to Accept 4D Prepetition Subordinated Notes Claims Impaired Entitled to Vote SD General Unsecured Claims Impaired Entitled to Vote 6D Intercompany Claims Impaired Deemed to Reject 7D Other Subordinated Claims Impaired Deemed to Reject 9D Equity Interests in Subsidiaries Unimpaired Deemed to Accept Relief Requested 11. By this Motion, the Debtors request entry of an order: (i) approving the Disclosure Statement; (ii) scheduling the Confirmation Hearing; (iii) approving the form and manner of notice of the Confirmation Hearing; (iv) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan, including (A) approving the form and content of the Debtors' proposed. solicitation package relating to the Plan and the accompanying Disclosure Statement; (B) establishing a Record Date and approving procedures for distributing solicitation packages; (C) approving the form of ballots; (D) establishing a voting deadline for the receipt of ROCS LA: /001 6

7 Case Doc 16 Filed 03/06/18 Page 7 of 22 ballots; and (E) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief. Basis for Relief Requested A. Appro~~al of the Disclosure Statement 12. Section 1125 of the Bankruptcy Code requires a bankruptcy court to approve a written disclosure statement prior to allowing a party to solicit acceptances for a chapter 11 plan. See 11 U.S.C. 1125(b). To approve a disclosure statement, a court must find that the disclosure statement contains "adequate information," which is defined as "information of a kind, and in sufficient detail...that would enable a hypothetical reasonable investor typical of holders of claims or interests... to make an informed judgment about the plan." 11 U.S.C. I12~(a)(1). 13. The primary purpose of a disclosure statement is to provide creditors and interest holders affected by a proposed plan with all material information needed to make an infor~raed decision whether to vote for the plan. See, e.g., CentztNy Glove, Inc. v. FiNstAmeN. Bank ofnew YoNk, 860 F.2d 94, 100 (3d Cir. 198$) (stating that section 1125 "seeks to guarantee a minimum amount of information to the creditor asked for its vote"); Prudential Ins. Co. of Ames. v. Monnier (In re MonnieN Bros.), 755 F.2d 1336, 1342 (8th Cir. 1985); In re Phoenix Petroleum, Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. Z001). Congress intended that such informed judgments would be needed to both negotiate the terms of, and vote on, a plan of reorganization. Century Glove, 860 F.2d at 100. DOGS LA: /001 7

8 Case Doc 16 Filed 03/06/18 Page 8 of In evaluating whether a disclosure statement provides "adequate information," the Bankruptcy Court is given wide discretion to make a determination based upon the facts of the particular case. See Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.2d 414, 417 (3d Cir. 1988) ("From the legislative history of 1125 we discern that adequate information will be determined by the facts and circumstances of each case."). 15. Courts within the Third Circuit and elsewhere acknowledge that determining what constitutes "adequate information" for the purpose of satisfying section 1125 resides within the sound discretion of the court. See, e.g., Texas ExtNusion Corp, v. Lockheed Corp. (In Ne Texas Extrusion CoNp.), 844 F.2d 1142, 1157 (5th Cir. 1988) ("The determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court."); Cadle Co. II, Inc. v. PC Liquidation C'o~p. (In re PC Liquidation CoNp.), 3~3 B.R. 8~6, 863 (E.D.N.Y. 2008} ("The standard fai disclosure is, thus, flexible and what constitutes `adequate information' in any particular situation is determined on a case-by-case basis, with the determination being largely in the discretion of the bankruptcy court." (cit~.tion omitted)); In re River Village Assocs., 181 B.R. 795, 804 (E.D. Pa. 1995) (same); Phoenix Petroleum, 278 B.R. at 393 (same). 16. In the instant case, the Disclosure Statement contains, among other things, information concerning (i) the business and background of the Debtors; (ii) significant events that have occurred in this jointly administered chapter 11 case; (iii) treatment of creditors under the Plan; (iv) which parties in interest are entitled to vote; (v) selected historical information; (vi) means for implementation of the Plan; (vii) how distributions under the Plan will be made; DOCS LA: /001

9 Case Doc 16 Filed 03/06/18 Page 9 of 22 (viii) certain factors creditors should consider before voting; (ix) procedures for confirming the Plan; (x) liquidation analyses; and (xi) certain tax consequences. The Debtors will continue to review the Disclosure Statement filed, and based upon its ongoing review and further material developments in this chapter 11 case, may make additional changes and disclosures prior to the hearing on the Disclosure Statement. Any such additional disclosures would increase the amount of information being provided to parties in interest, and consequently, would further substantiate why the Disclosure Statement contain adequate information. 17. Accordingly, the Debtors submit that the Disclosure Statement contains "adequate information" as that phrase is defined in section 1125(a)(1) of the Bankruptcy Code. The Debtors believe that the Disclosure Statement should be approved. I3. Scheduling a Confirmation Hearing 18. Section 1128(a) of the Bankruptcy Code provides that 6 [a]fter notice, the court shall hold a hearing on confirmation of a plan." 11 U.S.C. 1128(a). Bankruptcy Rule 3017(c) provides that "[o]n or before approval of the disclosure statement, the court...may fix a date for the hearing on confirmation." Fed. R. Bankr. P. 3017(c). Additionally, Bankruptcy Rule 2002(b) requires 28 days' notice of any hearing to consider approval of a disclosure statement or confirmation of a plan. In accordance with the provisions of section 1128(a) of the Bankruptcy Code and Bankruptcy Rules 2002 and 3017, the Debtors hereby requests entry of an order setting a date for the confirmation hearing on the Plan (the "Confirmation Hearing"). 19. The Debtors request that the Confirmation Hearing be on or about June 12, 2018, subject to the Court's availability, in conformity with the DIP Financing Milestones. DOGS LA: /001 9

10 Case Doc 16 Filed 03/06/18 Page 10 of 22 The Debtors also request that the Confirmation Hearing may be adjourned from time to time by announcing such continuance in open court or otherwise, without further notice to parties in interest. C. Approval of Form and Manner of Solicitation Packages 20. The Bankruptcy Rules provide that copies of a plan (or court-approved summary of plan), court-approved disclosure statement, and notice of voting deadline be provided to all creditors, equity security holders, and the United States trustee, unless the Court orders otherwise. Fed. R. Bankr. P. 3017(d). 21. The Debtors propose to transmit or cause to be transmitted to holders of Claims in Classes 4A, SA, 4B, SB, 4C, SC, 4D and SD, the only classes entitled to vote on the Plan (the "Voting Classes"), by mail or CD-ROM, a solicitation package containing the iolloiving: a. a notice in substantially the form attached hereto as Exhibit A (the "Confirmation Hearin Ng once") of: (i) the order approving the Disclosure Statement, (ii) the commencement date of the Confirmation Hearing, (iii) the deadline and procedures for filing objections to confirmation of the Plan, (iv) the deadline for receipt of ballots to accept or reject the Plan, and (v) voting procedures; b. the Disclosure Statement (together with the exhibits thereto, including the Plan, that have been filed with the Court before the date of the mailing); c. a ballot (the "Ballot"), proposed forms of which are annexed hereto as Exhibit C, and a Ballot return envelope; and d. such other materials as the Court may direct (collectively, the "Solicitation Package") To avoid duplication and reduce expenses, the Debtors propose that creditors who have more than one claim shall receive only one Solicitation Package and one Ballot for each class of claim. DOCS LA: /00] 1 ~

11 Case Doc 16 Filed 03/06/18 Page 11 of 22 The Debtors submit that such materials and manner of service satisfy the requirements of Bankruptcy Rule 3017(d). 22. The Debtors will mail a copy of the Confirmation Hearing Notice to (a) the Securities &Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; and (d) those parties that have requested service under Bankruptcy Rule Pursuant to section of the Bankruptcy Code, creditors holding claims in Classes 1 A, 1 B, 1 C and 1 D (Priority Non-Tax Claims), Classes 2A, 2B, 2C and 2D (Prepetition Secured Loan Agreement Claims), Classes 3A, 3B, 3C and 3D (Other Secured Claims), and Classes 9B, 9C and 9D (Equity Interests in Subsidiaries) under the Plan, which are unimpaired, are deemed to have accepted the Plan, and are not entitled to vote. Classes 6A, 6B, 6C and 6I~ (Iniercompa~~y Claims}, glasses 7A, 7B, 7C and 7I~ (Other ~ub6rdinated Claims), and Class 8A (Parent Equity Interests) under the Plan are deemed to have rejected the Plan, and are not entitled to vote. Accordingly, the Debtors propose that they should not be required to transmit a Solicitation Package to holders of claims in the aforementioned classes (the"non- Voting Classes"). Therefore, the Debtors propose to mail or cause to be mailed to each such holder of claims in the Non-Voting Classes, a notice substantially in the forms attached hereto as Exhibit B (the"non-voting Class Notice"), which sets forth: (i) the Non-Voting Class; (ii) a summary of the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the deadline and procedures for filing objections to the Plan. The Non-Voting Class Notice will indicate that the Non-Voting Classes. are entitled to receive a copy of the Plan and Disclosure Statement, in DOCS LA /

12 Case Doc 16 Filed 03/06/18 Page 12 of 22 electronic format unless specifically requested otherwise, at the expense of the Debtors, upon making a written request to counsel for the Debtors. D. Approval of Form and Manner of Notice of the Confirmation Hearing Notice 24. Bankruptcy Rule 2002(b) requires at least 28 days' notice by mail to all creditors and indenture trustees of the time set for filing objections to confirmation of a chapter 11 plan and the hearing to consider confirmation of a chapter 11 plan. Bankruptcy Rule 2002(d) requires that equity security holders be given notice of the foregoing in the manner and the form directed by the Court. 25. The Debtors propose that if the Court approves the Disclosure Statement and grants the relief requested by this Motion, the Confirmation Notice in substantially the form attached hereto as Exhibit A, be served as part of the Solicitation Package via first-class mail to holders of Claims in the Vo~ing Classes. The Debtors fui~thei ~iopcse that, with respect ~a the Non-Voting Classes, service by first-class mail of the Non-Voting Class Notice be deemed adequate and sufficient notice of the Confirmation Hearing and deadline to object to confirmation of the Plan. E. Establishment of ~ecoi d Date and Appro~~al of Procedures for Distribution of Solicitation Packages 26. The Debtors propose that the Court establish the date of the hearing to approve the Disclosure Statement as the record date (the "Record Date") for purposes of determining the creditors and equity interest holders who are entitled to receive a Solicitation Package or allon-voting Class Notice. By separate application filed concurrently herewith, the Debtors have requested authority to retain Kurtzman Carson Consultants LLC as their voting and DOCS LA: /001 12

13 Case Doc 16 Filed 03/06/18 Page 13 of 22 solicitation agent to serve the Solicitation Package, inspect, monitor, and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting (in such capacity, the "Solicitation Agent"). 27. The Solicitation Agent will transmit the Solicitation Package to the known holders of Claims and Equity Interests in the Voting Classes based upon names and addresses in the proofs of claim filed by the claimants, or the Debtors' schedules if no proof of claim was filed by the Record Date. Each holder of an Allowed Claim or Equity Interest in the Voting Classes will be required to return a properly executed Ballot so that it is received by the Solicitation Agent on or before the Voting Deadline (as defined below) in order for that holder's Ballot to be counted. 28. In advance of the hearing on this Motion, the Solicitation Agent mailed the notice of the hearing on phis Motion upon all known creditors and holders of equity interest holders pursuant to Bankruptcy Rule 3017(a). The Debtors expect that certain of such notices will be returned by the United States Postal Service as undeliverable.4 After approval hereof, and in connection with mailing Solicitation Packages or Non-Voting Class Notices, the Debtors believe that it would be costly and wasteful to mail such Solicitation Packages or Non-Voting Class Notices to the same addresses from which notices of this Motion are returned as undeliverable. Therefore, the Debtors seek the Court's approval to dispense with service as to 4 Upon the return of an undeliverable notice, the Debtors will perform a review of the notice address with the address set forth on the proofs of claim filed with the Court to confirm that the Debtors' notice address conforms to the creditor's address set forth. in the proofs of claim. To the extent any errors occur, such creditor will be mailed the Solicitation Package ornon-voting Class Notice, as applicable. Further, the Debtors will incorporate into the creditor address database all change of address notices received from creditors. DOGS LA: /001 13

14 Case Doc 16 Filed 03/06/18 Page 14 of 22 each such creditor or interest holder as to which notice of this Motion was returned as undeliverable unless the Debtors are provided with an accurate address prior to the Disclosure Statement hearing. Further, as to Solicitation Packages ornon-voting Class Notices that hereafter are mailed and returned by the United States Postal Service as undeliverable, the Debtors propose that they may, but shall not be required to, attempt to locate the correct address and reseed Solicitation Packages prior to the Voting Deadline (as defined below) and Non- Voting Class Notices prior to the Confirmation Objection Deadline (as defined below). The Debtors further propose that to the extent any Solicitation Packages or Non-Voting Class Notices are returned as undeliverable and are re-sent, the initial mailing date shall be the date of service for the purpose of calculating notice. F. Approval of Forms of B~Ilots 29. Bank~u~tcy Rule 3017(d} requires that ballots for accepting ar rejecting the Plan should substantially conform to Official Form No. 14. The Debtors propose to use the ballot (the "Ballot") substantially in the form annexed hereto as Exhibit C. The Ballot is based on Official Form No. 14, but has been modified to address the particular requirements of the Debtors' chapter 11 cases and the Plan. The Debtors propose that the Ballot be distributed only to holders of Claims or Equity Interests in the Voting Classes, as these are the only Classes entitled to vote to accept or reject the Plan. G. Voting Deadline for Receipt of BaIlots 30. Pursuant to Bankruptcy Rule 3017(c), at the time of or before approval of the Disclosure Statement, "the court shall fix a time within which the holders of claims and DOCS LA: /001 14

15 Case Doc 16 Filed 03/06/18 Page 15 of 22 interests may accept or reject a plan." Fed. R. Bankr. P. 3017(c). The Debtors respectfully request that the Court establish June 1, 2018 as the voting deadline (the "Voting Deadline"), which shall serve as the deadline by which all Ballots accepting or rejecting the Plan must be received by the Solicitation Agent, unless extended by the Debtors in writing. The Debtors request that to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered to the Solicitation Agent by: (a) first class mail, (b) overnight courier, (c) personal delivery, or (d) submission of an electronic Ballot through the Solicitation Agent's on-line electronic Ballot submission portal at by no later than the Voting Deadline. 31. The Solicitation Agent shall file with the Bankruptcy Court, no later than three (3) business days prior to the Confirmation Hearing, an affidavit regarding the results of the tabulation of fhe Ballots received on the P1a~i. H. Procedures for Vote Tabulation 32. The Bankruptcy Code provides that a class of claims or interests has accepted a plan if such plan has been accepted by creditors that hold at least two-thirds in amount and more than one-half in number of the allowed claims or interests of such class held by creditors that have accepted or rejected such plan. 11 U.S.C. 1126(c) and (d). Further, the Bankruptcy Rules provide that "the court after notice and hearing may temporarily allow a claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan." Fed. R. Bankr. P. 3018(a). DOCS LA: /001 15

16 Case Doc 16 Filed 03/06/18 Page 16 of With respect to Claims and Equity Interests, and solely for purposes of voting on the Plan, the Debtors propose the following (collectively, the "Voting Procedures"):5 a. If an objection has not been filed to a Claim, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed Claim amount contained on a timely filed Proof of Claim or, if no timely filed Proof of Claim has been filed by the Voting Deadline, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed amount of such Claim listed in the Debtors' Schedules of Assets and Liabilities; b. If a Claim for which a Proof of Claim has been timely filed is wholly contingent, unliquidated or disputed, undetermined or unknown in amount, such claim shall be temporarily allowed in the amount of $1.00 for voting purposes only, but not for purposes of allowance or distribution; c. If a Claim is partially liquidated and partially unliquidated, such Claim shall be allowed for voting purposes only in the liquidated amount; d. If a holder of a Claim in a Voting Class casts a Ballot with respect to a Claim that is the subject of an objection filed no later than fourteen (14) days prior to the Confirmation Hearing, the Debtors request, in accordance with Bankruptcy Rule 3018, that the party's Ballot not be counted, unless the Court temporarily allows such Claim for purposes of voting to accept or reject the Plan, and that such creditor be required to file a motion for such relief (the "Rule 301 ~ Moiion") no la~e-r than a date that is sever (7) d~~~s before the Confirmation Hearing, and that the Court schedule a hearing on such motion for a date on or prior to the Confirmation Hearing. Notwithstanding the foregoing, if the Debtors file an objection to a Claim and request that such Claim be allowed in a specific amount, such creditor's Ballot shall be counted in such specified amount; e. Holders of Proofs of Claim fled for $0.00 are not entitled to vote; f. Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased one or more duplicate Claims within the same Class shall be provided with only one Solicitation Package and one Ballot for voting a single Claim in such Class, regardless of whether the Debtors have objected to such duplicate Claims; g. If a Claim is the subject of an amended Proof of Claim, the originally filed Proof of Claim shall be deemed superseded by the later filed amended Proof of Claim, regardless of whether or not the Debtors have objected to such Claim, and only the amending Proof of Claim shall be used for the purpose of determining voting eligibility in accordance with the provisions herein; 5 All references to "Claim" in the Voting and Tabulation Procedures shall been deemed to also refer to Equity Interests, as applicable. DOGS LA: /001 16

17 Case Doc 16 Filed 03/06/18 Page 17 of 22 h. For purposes of the numerosity requirement of 1126(c), a Creditor with multiple Claims in a particular Class may vote each of its Claims against the Debtors in such Class, but must vote all of such Claims either to accept the Plan or all of such Claims to reject the Plan, and each such vote to accept or reject the Plan shall be counted separately; i. If a Claim has been disallowed by agreement of the applicable creditor or order of the Court at any time before the Voting Deadline, or if the Claim is on account of a contract or lease that has been assurned pursuant to section 365 of the Bankruptcy Code, such Claim shall also be disallowed or disregarded for voting purposes; and j. If a Claim has been estimated or otherwise allowed for voting purposes by order of the Court, such Claim shall be temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of allowance or distribution. 34. Additionally, the Debtors propose that the following voting procedures and standard assumptions be used in tabulating the Ballots (collectively, together with the Voting Procedures, the "Voting and Tabulation Procedures"): a. Except to the extent the Debtors otherwise determine, or as permitted by the Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the confirmation of the Plan; b. Claims shall not be split for purposes of voting; thus, each creditor must vote the full amount of its Claims) within each class to either accept or reject the Plan. If a creditor attempts to split such vote on their Ballot, such Ballot will not be counted for voting purposes; c. Any executed Ballot which does not indicate an acceptance or rejection shall not be counted; d. Any executed Ballot which indicates both an acceptance and rejection of the Plan shall not be counted; e. Votes cast pursuant to a Ballot that is not signed or does not contain an original signature shall not be counted, unless the Court orders otherwise; f. Parties holding Claims in more than one Class under the Plan may receive more than one Ballot coded for each different Class; g. The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each holder of a Claim, but, except as otherwise provided in the Disclosure Statement, such delivery will be deemed made only when the original, executed Ballot is actually received by the Solicitation Agent; DOGS LA: /001 17

18 Case Doc 16 Filed 03/06/18 Page 18 of 22 h. Delivery of the original executed Ballot to the Solicitation Agent on or before the Voting Deadline is required. Delivery of a Ballot by facsimile, or any other. electronic means will not be accepted unless otherwise ordered by the Court; provided, however, that Ballots may be electronically submitted using the Solicitation Agent's official online electronic ballot portal at i. No Ballot sent to the Debtors, or the Debtors' financial or legal advisors, shall be accepted or counted; j. If multiple Ballots are received from or on behalf of an individual holder of a Claim with respect to the same Claim prior to the Voting Deadline, the last properly completed Ballot timely received will be deemed to reflect the voter's intent and to supersede and revoke any prior Ballot; k. If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should indicate such capacity when signing and, if requested by the Debtors, must submit proper evidence, satisfactory to the Debtors, of such person's authority to so act in such capacity; 1. The Debtors, subject to contrary order of the Court, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Except as otherwise provided herein, the Debtors may reject such defective Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan; m. Unless otherwise ordered by the Court, all questions as to the validity, eligibility (including time of receipt) and revocation or withdrawal of Ballots will be determined by the Debtors which determination shall be final and binding; n. If a designation is requested under section 1126(e) of the Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Court orders otherwise; o. Any holder of a Claim who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); p. Unless waived or as otherwise ordered by the Court, any defects or irregularities in connection with deliveries of Ballots must be cured by the Voting Deadline, and unless otherwise ordered by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not been cured or waived by the Voting Deadline) will not be counted; q. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to the delivery of Ballots, nor will any of them incur any liability for failure to provide such notification; DOGS LA: /001 1 g

19 Case Doc 16 Filed 03/06/18 Page 19 of 22 r. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots to accept the Plan; s. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan; and t. The Ballot does not constitute, and shall not be deemed to be, a Proof of Claim or an assertion or admission of a Claim or Equity Interest. 35. Finally, if no Holder of a Claim or Equity Interest eligible to vote in a particular Class, timely votes to accept or reject the Plan, the Debtors may seek to have the Plan deemed accented by the Holders of such Claims or Equity Interests in such Class for purposes of section 1129(b) of the Bankruptcy Code. I. Establishment of Deadline aiicl Procedures for Filing any Objections to Confirmation of the Plan and the Confirmation Brief 36. Bankruptcy Rule 3020(b) provides that objections to the confirmation of a proposed chapter 11 plan must be filed with the bankruptcy court and served on the debtor, the trustee, any committee appointed under the Bankruptcy Code, and on any other entity designated by the bankruptcy court, within a time specified by the bankruptcy court. Bankruptcy Rules 2002(b) and 2002(d) require 28 days' notice of the Confirmation Hearing and the deadline to object to confirmation of the Plan. 37. To comply with the 28-day notice requirement of Bankruptcy Rule 2002(b) and 2002(d) and the solicitation schedule described above, and to permit the Debtors adequate time to respond to any objections prior to the Confirmation Hearing, the Debtors respectfully request that the Court establish June 1, 2018 as the date (the "Confirmation Objection Deadline") by which any objection, comment or response to confirmation of the Plan DOCS LA:31198 L /001 19

20 Case Doc 16 Filed 03/06/18 Page 20 of 22 (including any supporting memoranda) must be filed with the Court and served on the parties identified below, together with proof of service. 38. The Debtors further propose that objections, if any, to the confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim or interest of such party, including the amount of the claim or number of shares of stock held; and (c) state with particularity the basis and nature of any objection to the confirmation of the Plan. Any such objection must be filed with the Court and served so that it is received by the following parties on or before the Confirmation Objection Deadline: (a) the Office of the United States Trustee; (b) Choate, Hall &Stewart LLP (Attn: Kevin J. Simard, Esq.), and Womble Bond Dickinson (Attn: Matthew P. Ward, Esq.,) counsel for the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent; (c) Irell & Manella LLP (Attn: 3e~frey M. Reisne~, Esq.}, counsel to the Pre~etitian subordinated Creditors, (d) the Debtors' thirty largest unsecured creditors on a consolidated basis; (e) counsel to any official committee appointed in these cases; and (~ any party requesting special notice pursuant to Bankruptcy Rule The Debtors request that the Court establish a date that is three (3) business days before the Confirmation Hearing as the date by which the Debtors must file with the Court a brief supporting confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, and all parties who have requested notice in these cases pursuant to Bankruptcy Rule DOCS LA: /001 ~0

21 Case Doc 16 Filed 03/06/18 Page 21 of The Debtors submit that the foregoing procedures for providing notice of the Confirmation Hearing, the Confirmation Objection Deadline and related matters fully comply with Bankruptcy Rules 2002 and Accordingly, the Debtors request that the Court approve the proposed procedures as appropriate and in compliance with the requirements of the Bank~ uptcy Code, the Bankruptcy Rules and the Local Rules. Notice 41. Notice of this Motion shall be given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee; (b) Choate, Hall & Stewart LLP (Attn: Kevin J. Simard, Esq.), and Womble Bond Dickinson (Attn: Matthew P. Ward, Esq.,) counsel for the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent; (c) Irell & Manella LLP (Attn: Jeffrey M. Reisner, Esq.), counsel to the Prepetition Subordinated Creditors, (d) the Debtors' thirty largest unsecured credi~ors on a consolidated basis; (e) counsel to any official committee appointed in these cases; and (~ any party requesting special notice pursuant to Bankruptcy Rule Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. DOCS LA:311981, /001 21

22 Case Doc 16 Filed 03/06/18 Page 22 of 22 WHEREFORE, the Debtors respectfully request that the Court enter the Disclosure Statement Order, in substantially the form attached hereto: (i) approving the Disclosure Statement; (ii) scheduling the Confirmation Hearing; (iii) approving the form and manner of notice of the Confirmation Hearing; (iv) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan, including (A) establishing a Record Date and approving procedures for distributing solicitation packages; (B) approving the form and content of the solicitation package, including the form of ballots; (C) establishing a voting deadline for the receipt of ballots; and (D) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief. Dated:, 2018 PACHULSKI STANG ZIEHL &JONES LLP ~ i Jeffr.Pomerantz (CA Bar No ) Jeffr. Dulberg (CA Bar No ) James E. O'Neill (DE Bar No. 4042) Victoria A. Newmark (CA Bar No ) 919 N. Market Street, 17t}' Floor Wilmington, DE Tel: (302) Fax: (302) jpomerantz@pszjlaw.com j dulberg@pszj law.com joneill@pszjlaw.com vnewmark@pszj law. coin Proposed Attorneys for Debtors and Debtors in Possession DOCS LA: /

23 Case Doc 16-1 Filed 03/06/18 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 THE WALKING COMPANY HOLDINGS, ) INC., et al., l ) Debtors. ) Case No.: ~) Jointly Administered ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM ANll MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT 0~2 REJECT PLAN, INCLUDING (A) APPROVING FORM AND CONTENT OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF PLAN; AND (VI) GRANTING RELATED RELIEF This matter coming before the Court on the Disclosure Statement in Respect of Debtors 'Joint ChapteN 11 Plan of Reorganization (including all exhibits thereto and as may be amended, modified or supplemented in accordance with the terms therein, the "Disclosure Statement") [Docket No. _] and the Debtors' Motion fog an ONder (I) AppNoving the DisclosuNe Statement (II) Scheduling the Confirmation HeaNing; (III) AppNoving FoNm and Manner of Notice of Confirmation Hearing; (IV) Establishing ProceduNes fon Solicitation and Tabulation of Votes to Accept or Reject Plan, Including (A) Approving the FoNm and Contents of the Solicitation Package; (B) Establishing RecoNd Date and Approving ProceduNes for DistNibuting ' The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOCS LA:3] 19A /001

24 Case Doc 16-1 Filed 03/06/18 Page 2 of 12 Solicitatzon Packages; (C) AppNoving the Forms of Ballots; (D) Establishing Voting Deadline fog Receipt of Ballots; and (E) Approving Procedzr~es fog Vote Tabulations; (V) Establishing the Deadline and PNoceduNes for Filing Objections to Confirmation of Plan; and (VI) Granting Related Relief (the "Motion")z filed by The Walking Company Holdings, Inc. and its affiliated debtors and debtors in possession (the "Debtors"); and after considering objections to the Motion, if any; and upon the record and after due deliberation thereon; and the Court finding that proper and adequate notice of the hearing on approval of the Disclosure Statement and of the Motion has been given to all parties in interest, and no other or further notice or hearing being necessary; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY FOUND, ORDERED AND ADJUDGED as follows:3 The Motion is GRANTED as provided herein. A~i~~o~~at ~f ~isclosurre ~tate~~i~t 2. The Disclosure Statement contains "adequate information" within the meaning of section 1125 of the Bankruptcy Code regarding the Debtors' Joint Chapter 11 Plan of Reorganization [Docket No. _](including all exhibits thereto and as amended, modified or supplemented, the "Plan"). Therefore, the Disclosure Statement is approved pursuant to 11 U.S.C. 1125(b) and Fed. R. Bankr. P. 3017(b). All objections to the adequacy of the Disclosure Statement, if any, are, to the extent not consensually resolved as set forth herein, OVERRULED in their entirety. z Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Motion. 3 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. Fed. R. Bank. P DOGS LA: /001 2

25 Case Doc 16-1 Filed 03/06/18 Page 3 of 12 Confirmation Hearin 4. The hearing to consider confirmation of the Plan shall commence on 2018 at. m. (t~revailin~ Eastern time) (the "Confirmation Hearing"). The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, all without further notice to parties in interest, and the Plan may be modified, if necessary, pursuant to section 1127 of the Bankruptcy Code, prior to, during, or as a result of, the Confirmation Hearing, without further notice to interested parties. Approval of Solicitation Packages 5. The Debtors shall transmit, or cause to be transmitted, the Solicitation Packages, commencing no later than, 2418 (the "Solicitation Mailing") by first class, United States mail (or by international courier if the addresses are not located in the United States), to (a) holders of Claims ai Equity Interests in Classes ~A, SA, 4S, 5B, 4C, SC, 4~ and SD, the only classes entitled to vote on the Plan (collectively, the "Voting Classes"). 6. To avoid duplication and reduce expenses, the Debtors shall serve only one Solicitation Package to each creditor or interest holder who has more than one Claim or Equity Interest, but shall include the appropriate Ballots for each class of Claims or Equity Interests. 7. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a Solicitation Package to the Non-Voting Classes. The Debtors shall transmit or cause to be transmitted no later than the Solicitation Mailing, by first class, United States mail (or by international courier if the addresses are not located in the United States), to each holder of a ROCS LA: /001

26 Case Doc 16-1 Filed 03/06/18 Page 4 of 12 Claim or Equity Interest in the Non-Voting Classes, at its address to which notices are required to be sent pursuant to Bankruptcy Rule 2002(g), a notice substantially in the form attached to the Motion as Exhibit B (the"non-voting Class Notice"). The Non-Voting Class Notice will indicate that Accepting Non-Voting Classes are entitled to receive a copy of the Plan and Disclosure Statement, in electronic format unless specifically requested otherwise, at the expense of the Debtors upon request. The Non-Voting Class Notice shall be deemed a summary of the Plan for purposes of compliance with Bankruptcy Rule 3017(d). Approval of Form and Manner of Notice of the Confirmation Hearin 8. The Confirmation Hearing Notice, in substantially the form attached to the Motion as Exhibit A, as modified consistent with revisions to the Plan, is approved. As set forth above, the Confirmation Hearing Notice shall be included as part of the Solicitation Package and sent via regular mail to all creditors ar~d payiies in inteiest entitled ~c vote on the Plan. In addition, the Debtors shall serve the Confirmation Hearing Notice upon (a) the Securities & Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; (d) all known creditors, equity holders, and parties in interest; and (e) those parties that have requested service under Bankruptcy Rule Record Date and Apnro~~al of Procedures far Distribution of Solicitatioiz Packages 9. The record date shall be the first date of the hearing on this Motion (the "Record Date") for purposes of determining which parties are entitled to receive the Solicitation Packages or the Non-Voting Class Notice and, where applicable, vote on the Plan. DOCS LA: /001 4

27 Case Doc 16-1 Filed 03/06/18 Page 5 of Kurtzman Carson Consultants LLC (the "Solicitation Agent") shall serve the Solicitation Package and notices regarding the Confirmation Hearing, inspect, monitor and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting. 11. The Debtors and/or the Solicitation Agent, as applicable, are permitted to dispense with the mailing of Solicitation Packages or Non-Voting Class Notices to addresses and entities to which the notice of the Disclosure Statement hearing was returned by the United States Postal Service. The Debtors and/or the Solicitation Agent are further relieved of any obligation to attempt to locate the correct address and resend prior to the Voting Deadline the Solicitation Packages or the Non-Voting Class Notice that are returned as undeliverable. To the extent any Solicitation Packages are returned as undeliverable and are re-sent, the initial mailing date shall be the date o~ service for the purpose of calculating notice. 12. In cases where a party has executed a Ballot in accordance with the terms of this Order, and has indicated corrections or updates to the mailing address used in the service of the Solicitation Package, either physically on the face of the Ballot or otherwise separately enclosed with the Ballot, the corrected or updated mailing address shall be used to reflect the mailing address of the creditor on the official register of Claims against or Equity Interests in the Debtors. Appro~~al of Forms of Ballot 13. The Ballots, substantially in the form attached to the Motion as Exhibits C 1 C3, as modified consistent with revisions to the Plan, are approved. DOGS LA: /001

28 Case Doc 16-1 Filed 03/06/18 Page 6 of 12 Deadline for Receipt of Ballots 14. Unless extended by the Debtors or their counsel in writing, Ballots accepting or rejecting the Plan must be received on or before, 2018 at 4:00 p.~~i. (Prev~itin~ Eastern Time), (the "Voting Deadline"), to Kurtzman Carson Consultants LLC at the following address: TWC Ballot Processing c/o KCC 2335 Alaska Ave. El Segundo, CA Ballots received via facsimile, electronic mail or other electronic transmission will not be counted unless approved by the Debtors, provided, however, that Ballots may be electronically submitted using the Solicitation Agent's on-line electronic ballot portal at Procedures for Vote Tabulation 16. Votes may not be changed after the Voting Deadline unless the Court, for cause, permits such change after notice and hearing pursuant to Bankruptcy Rule 3018(a). 17. Ballots must be properly executed and counted. Any Ballot that is illegible or contains insufficient information to permit the identification of the holder of a Claim or Equity Interest in Classes 3, 5, and 6 will not be counted. 18. The following tabulation procedures are approved solely for purposes of voting on the Plan (collectively, the "Voting Procedures"):4 4 All references to "Claim" in the Voting and Tabulation Procedures shall been deemed to also refer to Equity Interests, as applicable. DOGS LA: /001 6

29 Case Doc 16-1 Filed 03/06/18 Page 7 of 12 a. If an objection has not been filed to a Claim, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed Claim amount contained on a timely filed Proof of Claim or, if no timely filed Proof of Claim has been filed by the Voting Deadline, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed amount of such Claim listed in the Debtors' Schedules of Assets and Liabilities; b. If a Claim for which a Proof of Claim has been timely filed is wholly contingent, unliquidated or disputed, undetermined or unknown in amount, such claim shall be temporarily allowed in the amount of $1.00 for voting purposes only, but not for purposes of allowance or distribution; c. If a Claim is partially liquidated and partially unliquidated, such Claim shall be allowed for voting purposes only in the liquidated amount; d. If a holder of a Claim in a Voting Class casts a Ballot with respect to a Claim that is the subject of an objection filed no later than fourteen (1~) days prior to the Confirmation Hearing, the Debtors request, in accordance with Bankruptcy Rule 3018, that the party's Ballot not be counted, unless the Court temporarily allows such Claim for purposes of voting to accept or reject the Plan, and that such creditor be required to file a motion for such relief (the "Rule 3018 Motion") no later than a date that is seven (7) days before the Confirmation Hearing, and that the Court schedule a hearing on such motion for a date on or prior to the Confirmation Hearing. Notwithstanding the foregoing, if the Debtors file an objection to a Claim and request that such Claim be allowed in a specific amount, such creditor's Ballot shall be counted in such specified amount; e. Holders of Proofs of Claim filed for $0.00 are not entitled to vote; Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased one or more duplicate Claims within the same Class shall be provided with only one Solicitation Package and one Ballot for voting a single Claim in such Class, regardless of whether the Debtors have objected. to such duplicate Claims; g. If a Claim is the subject of an amended Proof of Claim, the originally filed Proof of Claim shall be deemed superseded by the later filed amended Proof of Claim, regardless of whether or not the Debtors have objected to such Claim, and only the amending Proof of Claim shall be used for the purpose of determining voting eligibility in accordance with the provisions herein; h. For purposes of the numerosity requirement of 1126(c), a Creditor with multiple Claims in a particular Class may vote each of its Claims against the Debtors in such Class, but must vote all of such Claims either to accept the Plan or all of such. Claims to reject the Plan, and each such vote to accept or reject the Plan shall be counted separately; i. If a Claim has been disallowed by agreement of the applicable creditor or order of the Court at any time before the Voting Deadline, or if the Claim is on DOCS LA: /001 7

30 Case Doc 16-1 Filed 03/06/18 Page 8 of 12 account of a contract or lease that has been assumed pursuant to section 365 of the Bankruptcy Code, such Claim shall also be disallowed or disregarded for voting purposes; and j. If a Claim has been estimated or otherwise allowed for voting purposes by order of the Court, such Claim shall be temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of allowance or distribution. 19. The following voting procedures and standard assumptions shall be used in tabulating the Ballots (collectively, together with the Voting Procedures, the "Voting and Tabulation Procedures"): a. Except to the extent the Debtors otherwise determine, or as permitted by the Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the confirmation of the Plan; b. Claims shall not be split for purposes of voting; thus, each creditor must vote the full amount of its Claims) within each class to either accept or reject the Plan. If a creditor attempts to split such vote on their Ballot, such Ballot will not be counted for voting purposes; c. Any executed Ballot which does not indicate an acceptance or rejection shall not be counted; d. Any executed Ballot which indicates both an acceptance and rejection of the Plan shall not be counted; e. Votes cast pursuant to a Ballot that is not signed or does not contain an original signature shall not be counted, unless the Court orders otherwise; Parties holding Claims in more than one Class under the Plan may receive more than one Ballot coded for each different Class; g. The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each holder of a Claim, but, except as otherwise provided in the Disclosure Statement, such delivery will be deemed made only when the original, executed Ballot is actually received by the Solicitation Agent; h. Delivery of the original executed Ballot to the Solicitation Agent on or before the Voting Deadline is required. Delivery of a Ballot by facsimile, or any other electronic means will not be accepted unless otherwise ordered by the Court; pnovided, however, that Ballots may be electronically submitted using the Solicitation Agent's official online electronic ballot portal at llocs LA: /001 g

31 Case Doc 16-1 Filed 03/06/18 Page 9 of 12 i. No Ballot sent to the Debtors, or the Debtors' financial or legal advisors, shall be accepted or counted; j. If multiple Ballots are received from or on behalf of an individual holder of a Claim with respect to the same Claim prior to the Voting Deadline, the last properly completed Ballot timely received will be deemed to reflect the voter's intent and to supersede and revoke any prior Ballot; k. If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should indicate such capacity when signing and, if requested by the Debtors, must submit proper evidence, satisfactory to the Debtors, of such person's authority to so act in such capacity; 1. The Debtors, subject to contrary order of the Court, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Except as otherwise provided herein, the Debtors may reject such defective Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan; m. Unless otherwise ordered by the Court, all questions as to the validity, eligibility (including time of receipt) and revocation or withdrawal of Ballots will be determined by the Debtors which determination shall be final and binding; n. If a designation is requested under section 1126(e) of the Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Court orders otherwise; o. Any holder of a Claim who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); p. Unless waived or as otherwise ordered by the Court, any defects or irregularities in connection with deliveries of Ballots must be cured by the Voting Deadline, and unless otherwise ordered by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not been cured or waived by the Voting Deadline) will not be counted; q. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to the delivery of Ballots, nor will any of them incur any liability for failure to provide such notification; r. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots to accept the Plan; s. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan; and DOGS LA: /001 9

32 Case Doc 16-1 Filed 03/06/18 Page 10 of 12 t. The Ballot does not constitute, and shall not be deemed to be, a Proof of Claim or an assertion or admission of a Claim or Equity Interest. 20. If no Holder of a Claim or equity Interest eligible to vote in a particular Class timely votes to accept or reject the Plan, the Debtors may seek to have the Plan deemed accepted by the Holders of such Claims or Equity Interests in such Class for purposes of section 1129(b) of the Bankruptcy Code. 21. The Solicitation Agent shall file with the Bankruptcy Court, no later than three (3) business days prior to the Confirmation Hearing an affidavit regarding the results of the tabulation of the Ballots received on the Plan. Deadline and Procedures for Filing Objections to Confirmation of the Plan and the Con~~ mation Srief 22. All objections to confirmation of the Plan, including any supporting memoranda, must be in writing, be filed yvith the Clerk of the United States Bankruptcy Court for the District of Delaware, Third Floor, 824 Market Street, Wilmington, Delaware together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its Claim or the nature of its interest in the Debtors' chapter 11 cases, (b) state with particularity the provision or provisions of the Plan objected to and, for any objection asserted, the legal and factual basis for such objection, and (c) be served upon the following parties (the "Notice Parties") so as to be received on or before.2018 at 4:00 n.m. (Pre~~ailin~ Eastern Tine) (the "Plan Objection Deadline"): (a) the Office of the United States Trustee; (b) Choate, Hall &Stewart LLP (Attn: Kevin J. Simard, Esq.), and Womble Bond Dickinson (Attn: Matthew P. Ward, Esq.,) counsel for the DIP Agent, DIP Term Agent, the DOCS LA: /00] 1

33 Case Doc 16-1 Filed 03/06/18 Page 11 of 12 Prepetition Senior Agent, and the Prepetition Term Agent; (c) Irell & Manella LLP (Attn: Jeffrey M. Reisner, Esq:), counsel to the Prepetition Subordinated Creditors, (d) the Debtors' thirty largest unsecured creditors on a consolidated basis; (e) counsel to any official committee appointed in these cases; and (f~ any party requesting special notice pursuant to Bankruptcy Rule All objections not timely filed and served in accordance with the provisions of this Order are hereby deemed waived and will not be considered by this Court. 24. The Debtors shall file at least tht ee (3) business days before the Confirmation Hearing, a brief supporting confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, and all parties who have requesied na~ice in these cases pursuant to Bankruptcy ~'.u1e Prior to mailing the Disclosure Statement, Solicitation Packages or the Non-Voting Class Notice, the Debtors may fill in any missing dates and other information, correct any typographical errors and make such other non-material, non-substantive changes as they deem necessary. 26. In the event of an inconsistency between the Plan, on the one hand, and the Disclosure Statement (or solicitation materials or procedures approved by this Order), on the other hand, the Plan shall control. DOCS LA:31 ] /001 l 1

34 Case Doc 16-1 Filed 03/06/18 Page 12 of The Debtors and the Solicitation Agent are authorized and empowered to take such steps, expend such monies, and perform such acts as may be necessary to implement and effectuate the terms of this Order. 28. This Court retains jurisdiction over any and all matters arising out of or related to the interpretation or implementation of this Order. Dated:, 2018 UNITED STATES BANKRUPTCY JUDGE DOCS LA: /001 1 ~

35 Case Doc 16-2 Filed 03/06/18 Page 1 of 6 EXHIBIT A Confirmation Hearing Notice DOCS LA: /001

36 Case Doc 16-2 Filed 03/06/18 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 THE WALKING COMPANY HOLDINGS, ) Case No.: O INC., et al.,l ) Jointly Administered Debtors. ) NOTICE OF (A) HEARING TO CONSIDER CONFIRMATION OI+ CHAPTER 11 PLAN; (B) DEADLINE FOR CASTING VOTES TO ACCEPT OR REJECT PLAN; AND (C) RELATED MATTERS TO: HOLDERS OF CLAIMS AND EQUITY INTERESTS OF THE ABOVE-CAPTIONED DEBTORS: On, 2018, The Walking Company Holdings, Inc. and certain of its above-captioned affiliates, as debtors and debtors in possession (the "Debtors") filed the Debtors' Joint Chapter 11 Plan of Reorganization dated 2018 [Docket No. _](including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"). Concurrently with the filing of the Plan, the Debtors filed the related Disclosure Statement in support of the Plan [Docket No. _](including all exhibits thereto and as may be amended, modified or supplemented from time to time, collectively, the "Disclosure S~a9ernc,i~~"). On, 2018, t11is Court entered an order approving the Disclosure Statement [Docket No. _](the "Disclosure Statement Order") and certain related materials (collectively, the "Solicitation Materials"). A hearing to consider confirmation of the Plan (the "Confirmation Hearing") will be held on 2018 commencing at _:.m, prevailing Eastern time before the Honorable, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6`'' Floor, Courtroom No. _, Wilmington, Delaware The record date for determining which holders of claims or interests in the Debtors may vote on the Plan is, 2018 (the "Record Date"). If you have received with this Notice a ballot form (a `Ba11oY'), you are eligible to vote to accept or reject the Plan. For your Ballot to be counted, you must complete all required information on the Ballot, execute the Ballot and return the completed Ballot to the address indicated on the Ballot so that it is received by 4:00 p.m. Eastern Time on, 2018 (the "Voting; Deadline"). Any failure to follow the voting instructions included with the Ballot or to return a properly completed Ballot so that it is received by the Voting Deadline may disqualify your Ballot and your vote. ' The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOCS LA: /001

37 Case Doc 16-2 Filed 03/06/18 Page 3 of 6 If an objection is pending with respect to your Claim as of, 2018, your vote will not be counted unless the Court temporarily allows your claim for purposes of voting to accept or reject the Plan, and you are required to file a motion for such relief (the "Rule 3018 Motion") no later than 2018, which may be heard on or prior to the Confirmation Hearing. Notwithstanding the foregoing, if the Debtors file an objection to a claim and request that such claim be allowed in a specific amount, your Ballot shall be counted in such specified amount. The Bankruptcy Court has established., 2018, at 4:00 p.m., prevailing Eastern time, as the last date and time far filing and serving objections to the confirmation of the Plan (the"plan Objection Deadline"). All objections must state with particularity the legal and factual grounds for such objection; (i) be in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the basis and nature of any objection; (iv) be tiled with the Court and served so as to be received. by the Plan Objection Deadline; and (v) served on the following parties: (Attn: Tony Wall); a. The Debtors, 25 W. Anapamu, Santa Barbara, CA b. counsel to the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, DE 19801, Attn: James E. O'Neill, Esq.; and Pachulski Stang Ziehl &Jones LLP, Santa Monica Blvd., 13t~' Floor, Attn: Jeffrey W. Dulberg, Esq.; c. counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent, Choate, Hall &Stewart LLP, Two International Place, Boston, MA 02110, Attn: Kevin J. Simard, Esq., and Womble Bond Dickinson, 222 Delaware Avenue, 15`'' Floor, Wilmington, DE 19801, Attn: Matthew P. Ward, Esq.; d. counsel to the Prepetition Subordinated Creditors, Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, CA , Attn: Jeffrey M. Reisner, Esq., e. the Office of the United States Trustee, 844 King Street, Suite 2207 Lockbox 35, Wilmington, DE 19801, Attn. Mark Kenney, Esq.; and f. counsel to any official committee of unsecured creditors appointed in these cases Objections not timely filed and served by the Plan Objection Deadline in accordance with the provisions of this Notice will not be heard and will be overruled. The Plan contains the proposed injunction and release provisions set forth on Annex A hereto. Any party in interest wishing to obtain copies of the Disclosure Statement or the Plan at the Debtors' expense may do so by (i) contacting the Debtors' Solicitation Agent at (toll free) or (if international) or by at TWCinfo@kecllc.com or by (ii) viewing such documents by accessing online at The documents are also available on the Court's website: Please note that a PACER password and login are needed to access documents on the Court's website. ROCS LA:31198 L /001 2

38 Case Doc 16-2 Filed 03/06/18 Page 4 of 6 The Confirmation Hearing may be continued from time to time without further notice except for (i) an announcement made at the Confirmation Hearing or any adjourned confirmation hearing or (ii) a written notice filed with the Bankruptcy Court and served on all parties who have filed objections to confirmation of the Plan, the United States Trustee, and all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule Dated:, 2018 PACHULSKI STANG ZIEHL &JONES LLP Jeffrey N. Pomerantz (CA Bar No ) Jeffrey W. Dulberg (CA Bar No ) James E. O'Neill (DE Bar No. 4042) Victoria A. Newmark (CA Bar No ) 919 N. Market Street, 17r~' Floor Wilmington, DE Tel: (302) Fax: (302) jpomerantz@pszjlaw.com jdulberg@pszj law.com joneill@pszjlaw.com vnewmark@pszj law.com Proposed Attorneys for Debtors and Debtors in Possession DOCS LA: /001

39 Case Doc 16-2 Filed 03/06/18 Page 5 of 6 AnneX A Article X of the Plan contains, among other things, the releases and injunction set forth below: Third Party Release On and after aid subject to the occu~ rence of the Effective Date, except as othei~i~ise provided in the Plan, in its capacity ~s such: (a) each Holder of a Claim that votes to accept this Plan; (b) each Holder of a Claim that is not I~upaired under this Plan; (c) each Holder o~ a Claim rnat is solicited to vote to accept or reject this Plan but that does not vote either to accept or reject the Plan; (d) each Holder of a Claim that votes to reject this Plan and does not elect on its ballot to opt out of granting the releases set forth in this Section; and (e) each of their respective Related Persons, shall release (the "T~~ircl Party Release") each Released Party, and each of the Debtors and Estates, and the Released Parties shall ire deemed released from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivati~~e claims asserted or assertable on t~ehalf of any of the Debtors or Estates, as applicable, whether known or unkno~i~n, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, rilatul'qf~ Ol' UriI11atUP8(I, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, existing or hereinafter ~risi~ig, in la~v, equity, or other«~ise, that such Entity ~~ould have been legally entitled to assert (~~~hether individually or collectively), based on or relating to, or in any ma3lner arising from, in whole or in part, the Debtors, the Debtors' restructuring, the Chapter 11 Cases, the purchase, sale, transfer of any asset, right, or interest of the Debtors, the subject matter of, or the transactions oi events giving rise to, any Claiin or EquitS~ Interest that is treated in the Plan, the business ~r co~atr~~t~al ~rg~~ngern~nts bet~~-een any' Debtor and any Released Party, the restructua ing of Claiaus pa ior to or iaa the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan or related agreements, insti uinents, or other documents, an3~ other act or omission, transaction, agreement, e~~ent, or ot~ier occurrence taking place on and before the Petition Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes fraud, willful misconduct o~ gross negligence. Norii~ithstanding anything to the contrary in the foregoing, the Third Party' Release shall not release any obligations of any party under the I'l~n or arty other document, instrument, or agreement executed to implement the Plan. The foregoing release pro~~ideci in this Section ~r~ith respect to the Plan Sponsors and their Related Persons is in exchange for the payment b3' the Plan Sponsors of the Consideration under the Plan. Enti~y~ of the Confirmation Order shall constitute the Bankruptc~~ Court's appro~~al, of the Third Party Release, «~hich includes b3~ reference each of the elated provisions and definitions contained herein, anti further, shalt constitute the Bankruptcy Court's ~~lc~ing that the Tliird Party Release is: (a) in exctaange for the good and valuable consideration pro~~ided by the Released Panties; (~) in t ie best interests of t~~e Debtors and ail Holders of Claims; (c) fair, egtiitable, and reasonable; (d) given and made after due notice anti opportunity for }rearing; and (e) a bay to any of the releasing parties (ciesc~ ibed above) asserting any Claim or Cause of Action released ~ursua~it to the T~~ird Party Release. ROCS LA: /001 4

40 Case Doc 16-2 Filed 03/06/18 Page 6 of 6 Injunction EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY EN,TOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY SUIT, ACTION OR OTHER PROCEEDING, OR CREATING, PERFECTING OR ENFORCING ANY LIEN OF ANY KIND, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, EQUITY INTE~2EST, OR REMEDY RELEASED OR TO BE RELEASED, EXCULPATED OR TO BE EXCULPATED, OR DISCHARGED OR TO BE DISCHARGED PURSUANT TO THE PLAN QR THE CONFIRMATION ORDER. BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF A CLAIM OR EQUITY INTEREST WILL BE DEEMED T'O HAVE SPECIFICALLY CONSENTED TO THIS INJUNCTION. ALL INJUNCTIONS OR STAYS PROVIDED FOR IN THE CHAPTER 11 CASES UNDER SECTION 1Q.5 OK 362 OF THE BANKRUPTCY CODE, OR OTHERWISE, AND IN EXISTENCE ON THE CONFIRMATION DATE, WILL REMAIN IN FULL FORCE AND EFFECT UNTIL THE EFFECTIVE DATE. DOGS LA: /001 5

41 Case Doc 16-3 Filed 03/06/18 Page 1 of 5 EXHIBIT B Notice of Non-Voti~ig Status DOCS LA: /001

42 Case Doc 16-3 Filed 03/06/18 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 THE WALKING COMPANY HOLDINGS, ) Case No.: (_) INC., et al.,l ) Jointly Administered Debtors. ) NOTICE OF NON-VOTING STATUS WITH RESPECT TO CLASSES DEEMED TO ACCEPT OR REJECT DEBTORS' CHAPTER 11 PLAN OF REORGANIZATION TO: HOLDERS OF CLAIMS AND INTERESTS IN CLASSES la, 1B, 1C AND 1D (NON-TAX PRIORITY CLAIII~S), CLASSES ZA, 2B, 2C AND 2D (PREPETITION SECURED LOAN CLAIMS), CLASSES 3A, 3B, 3C AND 3D (OTHER SECURED CLAIMS), CLASSES 6A, 6B, 6C AND 6D (INTERCOMPANY CLAIMS), CLASSES 7A, 7B, 7C AND 7D (OTHER SUBORDINATED CLAIMS), CLASS 8A (PARENT EQUITY INTERESTS), AND CLASSES 9B, 9C AND 9D (EQUITY INTERESTS IN SUBSIDIARIES) (COLLECTIVELY "THE NON-VOTING CLASSES") PLEASE TAKE NOTICE that on, 2018, The Walking Company Holdings, Inc. and certain of its affiliates, the debtors in possession (the "Debtors"), filed the DebtoNs' Joint Chapter 11 Plan of Reorganization [Docket No. _](including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"). PLEASE TAKE FURTHER NOTICE that on, 2018, the United States Bankruptcy Court for the District of Delaware entered an order (the "Disclosure Statement Order") [Docket No. _] approving the adequacy of the Disclosure Statement in Respect of Debtors' Joint Chapter 11 Plan of Reorganization [Docket No. ] (including all exhibits thereto and as amended, modified or supplemented from time to time, collectively, the "Disclosure Statement") and establishing procedures for soliciting votes on the Plan. PLEASE TAKE FURTHER NOTICE that in accordance with the terms of the Plan, Classes la, 1B, 1C and 1D (Priority Non-Tax Claims), Classes 2A, 2B, 2C and 2D (Prepetition Secured Loan Agreement Claims), Classes 3A, 3B, 3C and 3D (Other Secured Claims), and Classes 9B, 9C and 9D (Equity Interests in Subsidiaries) are unimpaired and, therefore, pursuant to Section 1126(fl of the Bankruptcy Code, the holders of Claims or Equity Interests in such classes are conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan. PLEASE TAKE FURTHER NOTICE that in accordance with the terms of the Plan, Classes 6A, 6B, 6C and 6D (Intercompany Claims), Classes 7A, 7B, 7C and 7D (Other Subordinated Claims), and. Class 8A (Parent Equity Interests) are deemed to have rejected the Plan, and are not entitled to vote. You have been sent this notice because you have been identified as a holder of a Claim or Equity Interest in the Non-Voting Classes. PLEASE TAKE FURTHER NOTICE that Article X of the Plan contains injunction and release provisions, which are set forth on Annes A for your reference. Each Holder of a Claim or Equity Interest that is Unimpaired under the Plan is a Releasing Party (as defined in the Plan) and shall be deemed to grant the Releases set forth in Article X of the Plan. See attached Annex A. 1 The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOCS LA: /001

43 Case Doc 16-3 Filed 03/06/18 Page 3 of 5 PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Plan will be held on, 2018 commencing at _:~ _.m. prevailing Eastern Time (the "Confirmation Hea~ in "} before t11e Hor~ot-abte,United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Courtroom No., Wilmington, Delaware The Confirmation Hearing may be continued from time to time without fm~ther notice except for (i) an announcement made at the Confirmation Hearing or any adjourned confirmation hearing or (ii) a writcen notice filed with the Bankruptcy Court and served on all parties who have filed objections to confirmation of the Plan, the United States Trustee, and all parties who have requested notice in this chapter 11 case pursuant to Bankruptcy Rule PLEASE TAKE FURTHER NOTICE that objections, if any, to the confirmation of the Plan must: (i) be in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the basis and nature of any objection; and (iv) be filed with the Bankruptcy Court and served so as to be received by: a. counsel to the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, DE 19801, Attn: James E. O'Neill, Esq.; and Pachulski Stang Ziehl & Jones LLP, Santa Monica Blvd., 13`t' Floor, Attn: Jeffrey W. Dulberg, Esq.; b. counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent, Choate, Hall &Stewart LLP, Two International Place, Boston, MA , Attn: Kevin J. Simard, Esq., and Womble Bond Dickinson, 222 Delaware Avenue, 15t~' Floor, Wilmington, DE 19801, Attn: Matthew P. Ward, Esq.; c. counsel to the Prepetition Subordinated Creditors, Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, CA , Attn: Jeffrey M. Reisner, Esq., d. the Office of the United States Trustee, 844 King Street, Suite 2207 Lockbox 35, Wilmington, DE 19801, Attn. Mark Ketmey,Esq.; and e. counsel to any official committee of unsecured creditors appointed in these cases. PLEASE TAKE FURTHER NOTICE that this notice is provided. to you for informational purposes only. Any party in interest wishing to obtain copies of the Disclosure Statement or the Plan at the Debtors' expense may do so by (i) contacting the Debtors' Solicitation Agent at (toll free) or (if international) or by at or by (ii) viewing such documents by accessing online at The documents are also available on the Court's website: Please note that a PACER password and login are needed to access documents on the Court's website. Dated:, 2018 PACHULSKI STANG ZIEHL &JONES LLP Jeffrey N. Pomerantz (CA Bar No ) Jeffrey W. Dulberg (CA Bar No ) James E. O'Neill (DE Bar No. 4042) Victoria A. Newmark (CA Bar No ) 919 N. Market Street, 17`x' Floor Wilmington, DE Tel: (302) Fax: (302) jpomerantz@pszjlaw.com j dulberg@pszj law. com joneill@pszj law.com vnewmark@pszj law.com Proposed Attorneys for Debtors and. Debtors in Possession DOCS L~1: /001 2

44 Case Doc 16-3 Filed 03/06/18 Page 4 of 5 Annex A Article X of the Alan contains, among other things, the releases and injunction set forth below: Third Yarty Release On and after and subject to the occurrence of the Effective Date, except as othervise provided in the Plazz, in its capacit3~ as sizcli: (a) each Holder of a Claim that votes to accept this Plan; (b) each Hotder of a Cl~in~ that is not Impaired under this Plait; (c) eac~i Holder of a Clairn that is solicited to ~~ote to accept o~- reject tilts Plan but that does not vote either to accept or reject the Plan; (d) each Holder of a Claim that votes to reject this Plan and does not elect on its ballot to opt oi~t of granting the releases set fort~i in this Section; and (e) each of their respectii~e Related Persons, shall release (the "T~iird Part~~ Release") each Released Part~~, and each of the Debtors anti Estates, and tiie Released Parties s~iatl be deemed released from any aiicl all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, incl~iding any derivative claims asserted or assertable on behalf of any of the Debtors or Estates, as applicable, ~vhetiier known or unkno~~~n, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, matured or unmatured, detern~ inec~ or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, existing or hereinafter ~risiiig, in la~~~, equity', or othen~vise, that such Entity ~;~ould have been legally entitled to assert (`vhethe~ individually or collectively), based on or relating to, or in any manner arising from, in whole or iu part, the Debtors, the Debtors' restructuring, tiie Chapter 11 Cases, the purchase, sale, transfer of any asset, right, or interest of the Debtors, the subject matter of, or the transactions or events giving rise to, any Clain or Equity Interest that is treated in the Plan, the business or contractual arrangements bet~i~een any Debtor and an3~ Released Party, the restructuring of Claims prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the 1 lan or related agreements, instruments, or other documents, any other act or omission, h ansaction, agreement, e~~ent, or other occurrence taping place on end before the Petition Date, other than claims or liabilities arising out of or relating to an3~ act or omission of a Released Party that constitutes fraud, willful misconduct or gross negligence. Norit~ithstandi~ig anything to the contrary in the foregoing, the Third Party Release shall not release any obligations of any part~~ under ttie Plan o~ any other document, instrument, or ag~ eement executed to implement the Plan. The foregoing release provided in t~iis Section Evith respect to the Plan Sponso~ s and their Related Persons is in exchange fol the pa3~ment by the Plan Sponsors of the Consideration under the Plan. Enti-~~ of the Confir~natia~i Oi dei shall constitute ttie BankruptcS~ Court's approval, of the Third Part3~ Release, which includes by reference each of the related p~ o~~isions and definitions contained herein, and further, shall constitute the Bankruptcy Court's finding that the Third Party Release is: (a) in exchange far the good ~~ld valuable consideration pro~~ided b3' t~~e Released Parties; (b) in the best interests of tl~e Debtors acid all Holders of Claims; (c) fair, equitable, and a~easonable; (d) given and matte after c~~ie notice end opportunity for hearing; and (e) ~ bar to any of tl~e releasing parties (described ai~o~~e) asserting any Claim or Ca ~se of Action released pursuant to the Thi~ d P~rt3~ Release. DOCS LA: /001 3

45 Case Doc 16-3 Filed 03/06/18 Page 5 of 5 Injunction EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY SUIT, ACTION OR OTHER PROCEEDING, OR CREATING, PERFECTING OR ENFORCING ANY LIEN OF ANY KIND, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, EQUITY INTEREST, OK REMEDY RELEASED OR TO BE RELEASED, EXCULPATED OR TO BE EXCULPATED, OR DISCHARGED QR TO BE DISCHARGED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER. BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF A CLAIM OR EQUITY INTEREST WILL BE DEEI'VIED TO HAVE SPECIFICALLY CONSENTED TO THIS INJUNCTION. ALL INJUNCTIONS OR STAYS PROVIDED FOR IN THE CHAPTER ll CASES UNDER SECTION 105 OR 362 OF THE BANKRUPTCY CODE, OR OTHERWISE, AND IN EXISTENCE ON THE CONFIRMATION DATE, WILL REMAIN IN FULL FORCE AND EFFECT UNTIL THE EFFECTIVE DATE. DOCS LA: /001 4

46 Case Doc 16-4 Filed 03/06/18 Page 1 of 19 EXHIBIT. C Forms of Ballot DOGS LA:311981,291893/001

47 Case Doc 16-4 Filed 03/06/18 Page 2 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 THE WALKING COMPANY HOLDINGS, ) Case No.: ( ) INC., et al.,l ) Jointly Administered Debtors. ) BALLOT TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION CLASSES 4A, 4B, ~C AND 4D CREDITORS HOLDING P~tEPETITION SUBORDINATED NOTES CLAIMS THIS BALLOT IS TO BE USED BY OR ON BEHALF OF HOLDERS OF CLASSES 4A, 4B, 4C AND 4D PREPETITION SUBORDINATED NOTES CLAIMS. PLEASE READ AND FOLLOW T~-IE ATTACHED INSTRUCTIQNS CAREFULLY. COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT IN THE ENCLOSED ENVELOPS PROiVIPTLY. IF THE SOLICITATION AGENT HAS NOT RECEIVED THIS BALLOT BY 4:00 P.M., PREVAILING PACIFIC TINTE, ON, 2018 (THE "VOTING DEADLINE"), UNLESS EXTENDED BY THE PLAN PROPONENTS, IT WILL NOT BE COUNTED. FACSIMILE AND BALLOTS ~'VILL NOT BE ACCEPTED. This ballot (the "Ballot") is submitted to you to solicit your vote to accept or reject the Debtors' Joint Plan of Reorganization [D. I. ^] jointly proposed. by the debtors (the "llebtors"),(including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"). The Plan is described in the related Disclosure Statement in Respect to the Debtors' Joint Plan of Reorganization [D. I. _~ approved by order of the United States Bankruptcy Court for the District of Delaware (the "Disclosure Statement"). The Disclosure Statement pt ovides information to assist you in deciding how to vote your Ballot. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and. the classification and treatment of your claiin(s) under the Plan. Capitalized terms not defined herein shall have the meaning ascribed to such term in the Plan. The Disclosure Statement and Plan provides information to assist you in deciding how to vote your ballot. If you do not have a copy of the Disclosure Statement and Plan, you may obtain a copy from TWC Ballot Processing Center c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245, or by calling (866) , or by ing TWCinfo@kccllc.com. You may access a copy of the Disclosure Statement and the Plan via the Debtors' balloting agent's website, lc.net/t WC. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on you, if it is accepted by the holders of at least one-half in number and two-thirds in amount of the claims in each of Classes ' The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and. service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOCS LA: /001

48 Case Doc 16-4 Filed 03/06/18 Page 3 of 19 4A, 4B, 4C and 4D (Prepetition Subordinated Notes Claims) who vote on the Plan and if the Plan otherwise satisfies applicable legal requirements. IF YOU HAVE RECEIVED A DAIYiAGED BALLOT OF IF YOU LOSE YOUR BALLOT, OF IF YOU RAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT AT (866) OR W W W.KCCLLCNET/TV4~C. PLEASE READ THE ATTACHED VOTING INFOi2ii~IATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEM L IF NEITHER THE "ACCEPT" NOR "REJECT" LINE IS CHECKED OR BOTH THE "ACCEPT" AND "REJECT" LINE IS CHECKED IN ITEM 1, THIS BALLOT WILL NOT BE COUNTED AS HAVING BEEN CAST. IF THIS BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Class Vote. The undersigned, the holder of a Class 4A, 4B, 4C and/or 4D (Prepetition Subordinated Notes Claims) against the Debtors hereby votes, in the amount set forth below, as follows (check one): Accepts the Plan Rejects the Plan Amount of Claim $ Name of Debtor Against Whom Claim is Held Iie~r~ 2. Release. The undersigned, the holder of a Class 4' (_) general ~Tnsecured Claims against the Debtors hereby elects to opt out of the Release set forth in the Plan, and further described in the Voting Information and Instructions for Completing the Ballot, below (check if applicable): Opts Out of the Release Provisions item 3. Aclenowleclgements. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant and make the other elections set forth in this Ballot. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, or indicates both an acceptance and rejection of the Plan this Ballot will not be counted. Name of Creditor Federal T~ I.D. No. (Optional) Signature Date Completed If by Authorized Agent, Name and Title Street Address Telephone Number DOCS LA: /U01 2

49 Case Doc 16-4 Filed 03/06/18 Page 4 of 19 VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT 1. On the lines provided in Item 1 of the Ballot, please indicate acceptance or rejection of the Plan. Complete the Ballot by providing all the information requested and sign, date, and return the Ballot by mail, overnight delivery, or courier to the Solicitation Agent at the following address: TWC Ballot Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California Ballots must be received by tt~e Solicitation Agent f~3~ 4:OQ p.an., pa'bvs~lllilg Ps~CI~C T1II18'OIl 2018 (the "Voting De~clline"). If a Ballot is received after the Voting Deadline, it will not be counted. An envelope addressed to the Solicitation Agent is enclosed for your convenience. Ballots s«bmitted by fucsirrcile or enir~il will not be accepted. 2. In Item 2, you may elect to opt out of the Release set forth in Article X C. of the Plan. The Plan provides the following release, injunction, and limitation of liability provisions, which may affect your rights, and are copied below: Injunction EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY SUIT, ACTION OR ~T~-IE~i PR~~~~~2I1lT~, Q~ ~~EATIllT~, PE~2~'~~'TIllTG ~~ ENF0~3CIN~ ANA' LIEN OF ANY BIND, ON ACCOUNT OF Q~t KES~'ECTIllTG Al~TY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, EQUITY INTEREST, OR REMEDY RELEASED OR TO BE RELEASED, EXCULPATED OR TO BE EXCULPATED, OR DISCHARGED OR TO BE DISCHARGED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER. BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF A CLAIM OR EQUITY INTEREST Z'VILL BE DEEli IED TO HAVE SPECIFICALLY C01~1SE1~1TED TO THIS INJUNCTION. ALL INJUNCTIONS OR STAYS PROVIDED FOR IN THE CHAPTER 11 CASES UNDER SECTION 105 OR 362 OF THE BANKRUPTCY CODE, OR OTHER~'VISE, AND IN EXISTENCE ON THE CONFIRMATION DATE, WILL REMAIN IN FULL FORCE AND EFFECT UNTIL THE EFFECTIVE DATE. Exculpation The DeF~tors, ttie Debtors' officers acid directors that served during the Chapter 11 Cases, the Committee, the Conunittee members, and each of their respective professionals retained during the Chapter 11 Cases (collectively, the "Exculpated Parties"), will neither have nor incur any liabilit~~ to any entity far any action in good faith take;i or omitted to be taken behveeii the Petition Date aiicl Effecti~~e Date in co~inection ~~ith or related to tl~e Chapter 11 Cases, the sale ot transfer of a~~y of t11e Debtors' assets or t~~e forin2ilatioii, preparation, dissemination, implementation, confirmation, or Consunimatian of the Plan, the Disclosure Statement, ar any agreement created or entered into in connection `vith the Ptah; pro~~ided, ~iowever, that tills limitation will not affect or modify t~~e obligations DOCS LA: /001 3

50 Case Doc 16-4 Filed 03/06/18 Page 5 of 19 created under this Plan, or the rights of any Holder of a1~ Allo~~ed Claim to enforce its rights under ttie Plan, and shall not release any action (or inaction) constituting ~villfiil uiiscond~ict, fraud, ar gross negligence (in each case subject to determinatio~i of such b3~ Final Order of a court of competent jurisdiction); provided that an3~ Exculpa#ed ParE~~ shall be entitled to reasonably rely upon the advice of counsel ~vith respect to its duties and responsibilities (if any) under this Plan, and such reasonable reliance shall form an absolute defense to an3~ such claii~i, Cause of Action, or liability. Without limiting the generality of the foregoing, each Excul~~ated Party small be entitled to and granted the protections of Section 1125(e) of the Bankruptcy Code. Except as speci~call3~ set forth in Section X.B abo~~e, ~~o p~ ovisioii of this I'l~n shall be deemed to pct to or release airy claims, Causes of Actiozi, Litigation Claims oz i igl~ts, or liabilities that the Estates may have against any Entity or Person for any act, omission, o~ failure to act that occurred prior to the Petition Date, nor shall an3~ provision of this Flan be deemed to act to release any Causes of Action Litigation Claims. Debtor Release Pursuant to section 1123(b) of the Bankruptc3~ Code, and except as otherfvise speci~ca113~ provided in the Plan, for good and ~~aluable consideration, on and after and subject to the occurrence of the Effective Date, the Debtors and Estates shall release each Released Part3~, and each Released Party is deemed released by the Debtors and Estates from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any cieri~~ative claims, asserted or assertable on behalf of any of the Debtors or Estates, as applicable, whether known or unkno~i~n, foreseen o~ unforeseen, asserted or unasserted, accrued or unaccrued, matured or unmaturec~, determined or determinable, disputed or undisputed, liquidated or uiiliq~iaaied, orr die o~~ to become c~~~, existing or hereinafter arising, in law, equity, or other~~c~ise, that the Debtors or Estates would have been legally entitled to assert in its own right, or on behalf of the Holder of any Claim or Equity Interest or other entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' restructuring, the Chapter 11 Cases, the purchase, sale, transfer of an3~ asset, right, or interest of the Debtors, the subject matter of, or the transactions or events giving rise to, an3~ Claim or Equity Interest that is treated in the Plan, the business or contractual arrangements berii~een any Debtor and any Released Party, the restructuring of ClaiiYis prior to or iii the Chapter 11 Cases, the negotiation, fornnilation, or pa eparation of the Plau or related agreements, instruiiients, ar other documents, any other act or OI111SS10129 transaction, agreement, event, ar othe} occu~ rence taking place on and before the Petition Date, other than claims or liabilities arising oiit of oz' ~ el~ting to any act or omission of a Released Pai~~ that constitutes fi azid, ~E~illful misconduct, or gross iaegligence; ~~ravided, that the foregoing Debtor Release s1~a11 not operate to ~~ai~~e o~ release airy obligations of any party under the Plan oi any other document, instricment, or agreement executed to implement the Plait; and further pt ovided that nothing herein shall act as a discharge of the Debtors. Entry of the Co~ifir~~atian Order shall constitute t ie Bankruptc3~ Court's approval, of the foregoing ~ elease, which incliicles by refe~ ence each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court's finding that this release is: (a) in excii~nge for the good and valuable consideration pro~~ided by the Released Patties; (b) iii the best interests of the Debtors and all Holders of Claims; (c) fair, DOGS LA: /001 4

51 Case Doc 16-4 Filed 03/06/18 Page 6 of 19 equitable, and reasonable; (c~) given and made after due notice and opportunity for hearing; end (e) a bar to airy of the Debtors or Estates ~ssei~ting any Claim o~ Cause of Action released pursuant to the release. Third Party Release On and after and subject to tl;e occurrence of the Effecti~~e Date, except as other~~vise provided in the Plan, in its capacity as stic~~: (a) each Holder of a Claim t12at votes to accept this Plan; (b) each Holder of a Claii~~ that is not Impaired under this Plan; (c) each Holder of a Clain t~zat is solicited to vote to accept or reject this Plan but that does not vote either to accept or reject the Plan; (d) each Holder of a Claim that votes to reject this Plan and does not elect on its ballot to opt out of gra~zti;ig the releases set forth in this Section; and (e) each of their respective Related Persons, shail release (the "Third Part~~ Release") each Released Party, and each of the Debtors and Estates, and the Released Parties sh~il be deemed released from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities «~hatsoever, inchiding any derivative claims asserted or assertable on behalf of any of the Debtors or Estates, as applicable, whether known or unkno~i~n, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, matured or unmatured, determined oi deteri~iinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, existing or hereinafter arising, in la~v, egaity, or otherwise, that such Entit3~ ~i~ould have been legally entitled to assert ("~hether individually or collectively), based on or relating to, or in an3~ manner arising froth, in «-hole or in part, the Debtors, the Debtors' restructuring, the Chapter 11 Cases, the purchase, sale, tt ansfer of any asset, right, or interest of the Debtors, the subject matter of, or the transactions or events giving rise to, an3~ Claim or Equity Interest that is treated in the Plan, the business or contractual arrangements i~eh~veen an3~ Bettor and any ~eleasec~ Par ~y, the restructuring of Claims prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan or related agreements, instr~.imeiits, or other documents, any other act oz omission, transaction, agreei~ient, event, or other occurrence taking place on and before the Petition Date, other than claiius or liabilities arising out of or relating to an3~ act or omission of a Released Part~~ that constitutes fraud, willful misconduct or gross negligence. Not«~ithstanding anything to the contrary in the foregoing, the Third Party Release shall ~~ot release an3~ obligations of any party under the Plan or any other document, instrument, or agreement executed to implement the Plan. The fo~ egoing release pro~~icled in t}iis Section Evith respect to the Plan Sponsors anc~ their Related Persons is in exchange far the ~ay~iiient by the Plan Sponsors of the Consideration under the Plan. Entt-y~ of the Confirmation Order shall constitute tiie Ba~~kruptcy Court's approval, of the Thi~ d Party Release, `vhicli includes 1~~~ reference each of the related provisions ~nci definitions contained herein, and further, shall constitute the Bankruptcy Cau~-t's finding tizat the Thi~ d Party Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties; (b) in the best i~iterests of tiie Debtors and all Holders of Claims; (c) fair, equitable, and reasonable; (d) given anc~ iiiade after due notice and opportunity fog hearing; and (e) a bar to any of ttie releasing parties (described abo~~e) asserting any Claim or Cause of Action released pursuant to the Third Party Release. 3. Please sign and date your Ballot as required in Item 3. Your signature is required in order for your Ballot to be counted. DOCS LA: /001 5

52 Case Doc 16-4 Filed 03/06/18 Page 7 of If your claim has not been previously allowed by order of the Bankruptcy Court, your claim will be deemed to be temporarily allowed, solely for purposes of voting on the Plan, unless there is an objection to your claim pending as of The temporar~~ allowance of your claim for voting purposes does not constitute an allowance of your claim for purposes of distribution under the Plan and is without prejudice to the rights of the Debtors, or any other party in interest, in any other context (e.g., the right to contest the amount or validity of any claim for purposes of allowance under the Plan). If your claim is subject to an objection that was filed by, 2018, in accordance with Bankruptcy Rule 3018, your Ballot will not be counted unless the Court temporarily allows your claim for purposes of voting to accept or reject the Plan. In order for a claim subject to a timely-filed objection to be temporarily allowed for voting purposes only, you are required to file a motion with the Bankruptcy Court seeking such relief by no later than, Notwithstanding the foregoing, if either of the Plan Proponents file a timely objection to your claim and request that your claim be allowed in a specific amount, and you file a timely and valid Ballot, your Ballot shall be counted in such specified amount. 5. The following voting procedures apply to your Ballot: a. If an objection has not been filed to a Claim, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed Claim amount contained on a timely filed Proof of Claim or, if no timely filed Proof of Claim has been filed by the Voting Deadline, the amount of such Claim for voting purposes shall be the non-contingent, liquidated and undisputed amount of such Claim listed in the Debtors' Schedules of Assets and Liabilities; b. If a Claim for which a Proof of Claim has been timely filed is wholly contingent, unliquidated or disputed, undetermined or unknown in amount, such claim shall be temporarily allowed in the amount of $1.00 for voting purposes only, but not for purposes of allowance or distribution; c. If a Claim is partially liquidated and partially unliquidated, such Claim shall be allowed for voting purposes only in the liquidated amount; d. If a holder of a Claim in a Voting Class casts a Ballot with respect to a Claim that is the subject of an objection filed no later than [foui~een (I4)j days prior to the Confirmation Hearing, the Debtors request, in accordance with Bankruptcy Rule 3018, that the party's Ballot not be counted, unless the Court temporarily allows such Claim for purposes of voting to accept or reject the Plan, and that such creditor be required to file a motion for such relief (the "Rule 3018 Motion") no later than a date that is [seven (7)] days before the Confirmation Hearing, and that the Court schedule a hearing on such motion for a date on or prior to the Confirmation Hearing. Notwithstanding the foregoing, if the Debtors file an objection to a Claim and request that such Claim be allowed in a specific amount, such creditor's Ballot shall be counted in such specified amount; e. Holders of Proofs of Claim filed for $0.00 are not entitled to vote; llocs LA: /001 6

53 Case Doc 16-4 Filed 03/06/18 Page 8 of 19 Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased one or more duplicate Claims within the same Class shall be provided with only one Solicitation Package and one Ballot for voting a single Claim in such Class, regardless of whether the Debtors have objected to such duplicate Claims; g. If a Claim is the subject of an amended Proof of Claim, the originally filed Proof of Claim shall be deemed superseded by the later filed amended Proof of Claim, regardless of whether or not the Debtors have objected to such Claim, and only the amending Proof of Claim shall be used for the purpose of determining voting eligibility in accordance with the provisions herein; h. Tor purposes of the numerosity requirement of 1126(c), a Creditor with multiple Claims in a particular Class may vote each of its Claims against the Debtors in such Class, but must vote all of such Claims either to accept the Plan or all of such Claims to reject the Plan, and each such vote to accept ox reject the Plan shall be counted separately; i. If a Claim has been disallowed by agreement of the applicable creditor or order of the Court at any time before the Voting Deadline, or if the Claim is on account of a contract or lease that has been assumed pursuant to section 365 of the Bankruptcy Code, such Claim shall also be disallowed or disregarded for voting purposes; and j. If a Claim has been estimated or otherwise allowed for voting purposes by order of the Cour~, such Claim sha11 be tern~ararily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of allowance or distribution. k. Except to the extent the Debtors otherwise determine, or as permitted by the Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the confirmation of the Plan; 1. Claims shall not be split for purposes of voting; thus, each creditor must vote the full amount of its Claims) within each class to either accept or reject the Plan. If a creditor attempts to split such vote on their Ballot, such Ballot will not be counted for voting purposes; m. Any executed Ballot which does not indicate an acceptance or rejection shall not be counted; n. Any executed Ballot which indicates both an acceptance and rejection of the Plan shall not be counted; o. Votes cast pursuant to a Ballot that is not signed or does not contain an original signature shall not be counted, unless the Court orders otherwise; p. Parties holding Claims in more than one Class under the Plan may receive more than one Ballot coded for each different Class; q. The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each holder of a Claim, but, except as otherwise DOGS LA:3ll /001 7

54 Case Doc 16-4 Filed 03/06/18 Page 9 of 19 provided in the Disclosure Statement, such delivery will be deemed made only when the original, executed Ballot is actually received by the Solicitation Agent; r. Delivery of the original executed Ballot to the Solicitation Agent on or before the Voting Deadline is required. Delivery of a Ballot by facsimile, or any other electronic means will not be accepted unless otherwise ordered by the Court; provided, however, that Ballots may be electronically submitted using the Solicitation Agent's official on-line electronic ballot portal at s. No Ballot sent to the Debtors, or the Debtors' financial or legal advisors, shall be accepted or counted; t. If multiple Ballots are received from or on behalf of an individual holder of a Claim with respect to the same Claim prior to the Voting Deadline, the last properly completed Ballot timely received will be deemed to reflect the voter's intent and to supersede and revoke any prior Ballot; u. If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should indicate such capacity when signing and, if requested by the Debtors, must submit proper evidence, satisfactory to the Debtors, of such person's authority to so act in such capacity; v. The Debtors, subject to contrary order of the Court, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Except as otherwise provided herein, the Debtors may reject such defective Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan; w. Unless otherwise ordered by the Court, all questions as to the validity, eligibility (including time of receipt) and revocation or withdrawal of Ballots will be determined by the Debtors which determination shall be final and binding; x. If a designation is requested under section 1126(e) of the Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Court orders otherwise; y. Any holder of a Claim who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); z. Unless waived or as otherwise ordered by the Court, any defects or irregularities in connection with deliveries of Ballots must be cured by the Voting Deadline, and unless otherwise ordered by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished DOGS LA: /001 g

55 Case Doc 16-4 Filed 03/06/18 Page 10 of 19 aa. bb. cc. dd. (and as to which any irregularities have not been cured or waived by the Voting Deadline) will not be counted; Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to the delivery of Ballots, nor will any of them incur any liability for failure to provide such notification; No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots to accept the Plan; The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan; and The Ballot does not constitute, and shall not be deemed to be, a Proof of Claim or an assertion or admission of a Claim or Equity Interest. 6. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT. 7. PLEASE RETURN YOUR BALLOT PROMPTLY. THE SOLICITATION AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE OR . ROCS LA: /001 9

56 Case Doc 16-4 Filed 03/06/18 Page 11 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 THE WALKING COMPANY HOLDINGS, ) Case No.: O INC., et al.,l ) Jointly Administered Debtors. ) BALLOT TO ACCEPT OR REJECT JOINT PLAN OF REORGANIZATION CLASSES SA, 5B, SC AND SD CREDITORS HOLDING GENERAL UNSECURED CLAIMS THIS BALLOT IS TO B~ USED BY OR ON BEHALF OF HOLDERS OF CLASSES SA, 5B, SC, AND SD GENERAL UNSECURED CLAIMS. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN AND DATA THIS BALLOT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. IF THE SOLICITATION AGENT HAS NOT 12ECEIVED THIS BALLOT BY 4:00 P.M., PREVAILING PACIFIC TIME, ON, 2018 (THE "VOTING DEADLINE"), UNLESS EXTENDED BY THE PLAN PROPONENTS, IT WILL NOT BE COUNTED. FACSIMILE AND BALLOTS WILL NOT BE ACCEPTED. This ballot (the "Ballot") is submitted to you to solicit your vote to accept or reject the Debtors' Joint Plan of ReoNganzzation [D. I. v] jointly proposed by the debtors (the "Debtors"), (including all exhibits thereto and as amended, modified or supplemented frorn time to time, she "P1a~l"}. The Plan is described in the related Disclosure Statement in Respect to the Debtors' Joint Plan of Reorganization [D. L _~ approved by order of the United States Bankruptcy Court for the District of Delaware (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the classification and treatment of your claims) under the Plan. Capitalized terms not defined herein shall have the meaning ascribed to such term in the Plan. The Disclosure Statement and Plan provides information to assist you in deciding how to vote your ballot. If you do not have a copy of the Disclosure Statement and Plan, you may obtain a copy from TWC Ballot Processing Center c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, EI Segundo, California 90245, or by calling (866) , or by ing TWCinfo@kccllc.com. You may access a copy of the Disclosure Statement and the Plan via the Debtors' balloting agent's website, The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on you, if it is accepted by the holders of at least one-half in number and two-thirds in amount of the claims in each of Classes SA, SB, SC and SD (General Unsecured Claims) who vote on the Plan and. if the Plan otherwise satisfies applicable legal requirements. ' The Debtors and the last four digits of their respective taxpayer identification numbers include: The Walking Company Holdings, Inc. (8665); The Walking Company (2061); Big Dog USA, Inc. (5316); and FootSmart, Inc. (9736). The headquarters and service address for the above-captioned Debtors is 25 W. Anapamu, Santa Barbara, CA DOCS LA: /001

57 Case Doc 16-4 Filed 03/06/18 Page 12 of 19 IF YOU HAVE RECEIVED A DAMAGED BALLOT OF IF YOU LOSE YOUR BALLOT, OF IF YOU HAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING PROCEDUI2~S, PLEASE CONTACT THE SOLICITATION AGENT AT (866) OR W W W.KCCLLC.NET/T`'VC. PLEASE READ THE ATTACHED VOTING INFOR11 IATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEM 1. IF NEITHER THE "ACCEPT" NOR "REJECT" LINE IS CHECKED OR BOTH THE "ACCEPT" AND "REJECT" LINE IS CHECKED IN ITEM 1, THIS BALLOT WILL NOT BE COUNTED AS HAVING BEEN CAST. IF THIS BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Class Vote. The undersigned, the holder of a Class SA, SB, SC and/or SD (General Unsecured Claims) against the Debtors hereby votes, in the amount set forth below, as follows (check one): Accepts the Plan Rejects the Plan Amount of Claim $ Name of Debtor Against Whom Claim is Held Item 2. Release. The undersigned, the holder of a Class 5 (_) General Unsecured Claims against the Debtors hereby elects to opt out of the Release set forth in the Plan, and further described in the Voting Information and Instructions for Completing the Ballot, below (check if applicable): Opts Out of the Release Provisions Item 3. Ackno«~ledgements. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant and make the other elections set forth in this Ballot. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, or indicates both an acceptance and rejection of the Plan this Ballot will not be counted. Name of Creditor Federal Tax I.D. No. (Optional) Signature Date Completed If by Authorized Agent, Name and Title Street Address Telephone Number DOCS LA:31198 ] /001 2

58 Case Doc 16-4 Filed 03/06/18 Page 13 of 19 VOTING INFORMATION AND INSTKUCTIONS FOR COMPLETING THE BALLOT 1. On the lines provided in Item 1 of the Ballot, please indicate acceptance or rejection of the Plan. Complete the Ballot by providing all the information requested and sign, date, and return the Ballot by mail, overnight delivery, or courier to the Solicitation Agent at the following address: TWC Ballot Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California Ballots must be recei~~eci by the Solaeitation Agent by 4:Q0 p.m., prevailing Pacf~c Time, oaz 2018 (the "Voting Deadline"). If a Ballot is received after the Voting Deadline, it will not be counted. An envelope addressed to the Solicitation Agent is enclosed for your convenience. Ballots stlbfstitted by facsimile or efnail will jzot be accepted. 2. In Item 2, you may elect to opt out of the Release set forth in Article X C. of the Plan. The Plan provides the following release, injunction, and limitation of liability provisions, which may affect your rights, and are copied below: Injunction EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY SUIT, ACTION OR O'I'I-DER Y'~~~~'EBil`.T~, QP. ~~A'I'I~C, PERFE~~IlV~ Q~ ENFORCING Al~Y LIEN OF ANA KIND, ON ACCOUNT OF Old RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, EQUITY INTEREST, OR REMEDY RELEASED OR TO BE RELEASED, EXCULPATED OR TO BE EXCULPATED, OR DISCHARGED OR TO BE DISCHARGED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER. BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF A CLAIM OR EQUITY INTEREST WILL BE DEEMED TO HAVE SPECIFICALLY C01~1SENTED TO THIS INJUNCTION. ALL INJUNCTIONS OR STAYS PROVIDED FOR IN THE CHAPTER ll CASES UNDER SECTION 105 OR 362 OF THE BANKRUPTCY CODE, OR OTHERWISE, AND IN EXISTENCE ON THE CONFIRMATION DATE, WILL REMAIN IN FULL FORCE AND EFFECT UNTIL THE EFFECTIVE DATE. Exculpation The Debtors, the Debtors' of~cei s and directors that ser~~ed cliiri~ig the Chapter 11 Cases, the Committee, tl~e Committee members, and each of their respective p~ ofessionals retained during the Chapter 11 Cases (collectively, the "Exculpated Parties"), will neither have nor incur any Ii~bility to any entity for any action in good fait~i taken or omitted to be taken behveen the Petition Date and Effective Date in connection «~ith or related to tiie Chapter 11 Cases, t~2e sale ar transfer of any of the Debtot s' assets or tl~e formulation, preparation, disserni~iation, implemeiitataon, confirmation, oz Consummation of the Plan, the Disclosure Statement, or an3~ agr ee~yiei~t created or entered into in connection ~vitl~ the Plan; provided, ho~~e`~er, that tills limitation will not affect or modify the obligations DOCS LA: A93/001 3

59 Case Doc 16-4 Filed 03/06/18 Page 14 of 19 created under this Plan, or tiie rights of airy Holder of an Alloivecl Claim to enforce its rights wider the Plan, and shall not release airy action (or inactio~~) constituting ~`~illful iiiisconc~uct, fraud, or gross negligence (in each case subject to determination of such by Final O~ der of a court of competent jurisdiction); pro~~idecl that any Exculpated Party shall be entitled to a easonabiy rely upon the advice of counsel ~i~ith respect to its duties and responsibilities (if any) under this Plan, and such reasonable reliance shall form an absolute defe~~se to a~iy such claim, Cause of Action, or liability. Without limiting the generality of tl~e foregoi»g, each Exculpated P~rt~~ shall be entitled to and granted the protections of Section 1125(e) of the Bankruptcy Code. Except as specifically set forth in Section X.B abo~~e, no pro~~isian of this Pla~i sliall be deemed to act to or release any claims, Causes of Action, Litigation CIaims or rights, or liabilities that the Estates may ha~~e against any En4i~~ or Pei son for any act, omission, or f~ilui e to pct that occurred friar to the Petition Date, nor shall an3~ provision of this Plan be deemed to act to release any Causes of Action Litigation Claims. Debtor Release. Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, for good and valuable consideration, on anci after and subject to the occurrence of the Effective Date, the Debtors and Estates shall release each Released Party, and each Released Party is deemed released by the Debtors and Estates from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative claiiiis, asserted or assertable on behalf of any of the Debtors or Estates, as applicable, `~~hether kno«~n or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, matured or unmatured, determined or e~eterininable, disputed or undisputed, liquidated or unliquidated, or due or to become due, etisting or hereinafter arising, in la`i~, equity, or othei-~~~ise, that the Debtors or Estates would have been legally entitled to assert in its o~~~ii right, or an behalf of the Holder of any Claim or Equity Interest or other entit~~, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' restructuring, the Chapter 11 Cases, ttie purchase, sale, transfer of any asset, right, or i~iteiest of the Debtors, the subject matter of, or the transactions or e~~ents giving rise to, an~~ Claim or Equity I~~terest that is treated in the Plan, the busi~iess or contractual arrangements bet~i~een any Debtor and any' Released Party, the restructuring of Claims prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan oi related agreements, instr~iiuents, o~ other documents, any other pct or omission, ta ansaction, agreement, event, or otlxer occurrence taking place on end before ttie Petition Date, other titan claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes fraud, willfi~l misconduct, or gross negligence; provided, that the foregoing Delitai Release shalt riot operate to waive or release any obligations of any party under the Plan or airy otl~ei document, instrument, or agreement executed to itnpiement the Plan; and further provided that nothing ~~erein shall act as a discharge of the Debtors. Entry of the Co~i~rmatian Order shall constitute the Bankruptcy Court's appro~~al, of tl~e foregoing release, which includes by reference each of t ie related ~~rovisions and definitions contained liei ein, and further, shah constite~te the L'a~ikr~~ptcy Court's finding that this release is: (a) in exchange for the good and valuable consideration provided by the Released Parties; (b) in the best interests of the Debtors and all Holders of Claims; (c) fair, ROCS LA: /001 4