Epiq Bankruptcy Solutions, LLC PO Box 4470 Beaverton, OR 97076-4470 Address Service Requested Legal Documents Enclosed - Please direct to the attention of the Addressee, Legal Department or President. %"$!)'!#'"#&&!*""'#%)#'!))%%&&%&&""'!)-%&&&%&#&")-!'!)-!#"$%')! BAR(23) MAILID *** 00008605097 *** LFP SOL 07-5-206 (VOTE-MERGE2,TNUM2) 90000280 23 MAIN STREET FORT WORTH, T 7632 THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 944
BALLOT 944
Life Partners Holdings, Inc. Class B3A - IRA Holder (Excluded from the Rescission Settlement Subclass) Claims Against Life Partners, Inc. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEAS FORT WORTH DIVISION In re: Chapter LIFE PARTNERS HOLDINGS, INC., et al., Debtors. Case Nos. 5-40289-rfa- (Jointly Administered) BALLOT FOR VOTING TO ACCEPT OR REJECT THIRD AMENDED JOINT PLAN OF REORGANIZATION OF LIFE PARTNERS HOLDINGS, INC., ET AL. PURSUANT TO CHAPTER OF THE BANKRUPTCY CODE CLASS B3A - IRA HOLDER (ECLUDED FROM THE RESCISSION SETTLEMENT SUBCLASS) CLAIM AGAINST LPI H. Thomas Moran II, as Chapter Trustee of Life Partners Holdings, Inc., Life Partners, Inc. and LPI Financial Services, Inc., and the Official Committee of Unsecured Creditors in the above-captioned Chapter case are soliciting votes with respect to the Third Amended Joint Plan of Reorganization of Life Partners Holdings, Inc., et al., dated June 2, 206 (including all exhibits and supplements, the Plan ) through their Disclosure Statement for Third Amended Joint Plan of Reorganization (including all exhibits and supplements, the Disclosure Statement ) and related approved documents. Epiq Bankruptcy Solutions, LLC is the balloting agent (the Balloting Agent ) for purposes of the Plan solicitation. Capitalized terms used in this ballot (the Ballot ) or the attached instructions that are not otherwise defined herein or therein have the meanings given to them in the Plan. The Plan contains all defined terms used in all Ballots, Election Forms and related instructions. PLEASE READ THE PLAN AND THE DISCLOSURE STATEMENT, AND THE VOTING INSTRUCTIONS ON PAGES 4 AND 5 BELOW, CAREFULLY BEFORE COMPLETING THIS BALLOT. Your vote is important in determining whether to confirm the Plan. If the Plan is confirmed by the Bankruptcy Court, all Holders of Claims against and Interests in the Debtors (including those holders who abstain from voting or reject the Plan, and those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan, whether or not they vote and whether or not they accept the Plan. The Plan Proponents have requested the certification of a Class Action Settlement Class and the appointment of Class Representatives who will vote on behalf of all Class Action Settlement Class members who do not vote on their own behalf. If you do not vote your Class B3A Claim, the Class Representatives may be entitled to vote your Class B3A Claim on your behalf, pursuant to the terms of the Class Settlement Agreement. This Ballot is to be used for voting only by Holders of Class B3 Claims, which consist of the Claims of IRA Holders who are not Rescission Settlement Subclass Members against Life Partners, Inc. ( LPI ). In order for your vote to be counted, this Ballot must be properly 944
completed, signed and returned to the Balloting Agent so that it is actually received by the Balloting Agent by no later than 5:00 p.m. (prevailing Central Time) on August 5, 206 (the Voting Deadline ). PLEASE COMPLETE THE FOLLOWING: ITEM. Aggregate Amount of Claims for Voting. According to the Debtors records for the bankruptcy cases, as of June 24, 206, (the Voting and Election Record Date ) the undersigned was the holder, or authorized signatory or agent of the holder, of one or more Class B3A Claims against LPI in the following aggregate amount: $ ITEM 2. Vote on the Plan. The undersigned Holder of the Class B3A IRA Holder Claim against LPI identified in Item above hereby votes to: Check one box: Accept the Plan Reject the Plan ITEM 3. Acknowledgements and Certification. By returning this Ballot the undersigned holder of the Claim(s) identified in Item above (a) acknowledges that it has been provided with a copy of the Disclosure Statement and the Plan, including all exhibits thereto; (b) certifies that (i) it is the owner and holder of the Claim(s) identified in Item above, and/or (ii) it has full power and authority to vote to accept or reject the Plan in the name of the owner and holder of the Claim(s) identified in Item above; and (c) further acknowledges that the Plan Proponents solicitation of votes is subject to all terms and conditions set forth in the Plan and the Disclosure Statement. 23 MAIN STREET FORT WORTH, T 7632 Voting Amount: $ 5,52.0 $ 5,52.0 Print or Type Name of Claimant: Signature: Name of Signatory (if different than claimant): If by Authorized Signatory or Agent, Title of Signatory or Agent: Street Address: City, State and Zip Code: Daytime Telephone Number: Date Completed: Life Partners Holdings, Inc. Class B3A - IRA Holder (Excluded from the Rescission Settlement Subclass) Claims Against Life Partners, Inc. 2 944
Life Partners Holdings, Inc. Class B3A - IRA Holder (Excluded from the Rescission Settlement Subclass) Claims Against Life Partners, Inc. VOTING INSTRUCTIONS FOR COMPLETING THE CLASS B3A - IRA HOLDER CLAIMS AGAINST LPI BALLOT To properly complete the Ballot, you must follow the procedures described below:. Prior to casting your vote to accept or reject the Plan, please review the SVBE Procedures included with these materials. 2. Review the information contained in Item of the Ballot. (a) The amount included in Item reflects the amount of your paid-in basis to acquire your Fractional Position, is for voting purposes only, and is subject in all respects to the SVBE Procedures and the terms of the Plan, which will control in the event of any conflict. This amount does NOT necessarily determine the Allowed amount of your corresponding Claim for purposes of distributions made pursuant to the Plan. Under the Plan, Holders of Allowed Class B3A may make Elections as to how they would like their Class B3A Claim(s) treated pursuant to the Plan, including Elections that provide for claim amount calculations that are based upon the face amount of the underlying Fractional Position. Elections are made through the separate Election Form. (b) The amount set forth is the aggregate amount of all Claims related to all Fractional Positions registered in your name as of the Voting and Election Record Date, subject to paragraphs 2(c) and 4 below. (c) If you disagree with the Claim amount shown in item for voting purposes, you must seek relief with the Bankruptcy Court seeking to allow your Claim in a different amount for voting purposes by no later than August 9, 206. 3. If you have a Claim(s) in Class B3A, cast one vote to accept or reject the Plan by checking the appropriate box in Item 2 of the Ballot. 4. If you are completing the Ballot on behalf of another entity, you should indicate your relationship with such entity and the capacity in which you are signing and, if requested, submit satisfactory evidence of your authority to so act (e.g., a power of attorney or a certified copy of board resolutions authorizing you to so act). 5. Provide your name, mailing address, and a daytime telephone number on the signature page. 6. Sign and date the Ballot. [RETURN ADDRESS ON FOLLOWING PAGE] 3 944
Life Partners Holdings, Inc. Class B3A - IRA Holder (Excluded from the Rescission Settlement Subclass) Claims Against Life Partners, Inc. 7. Return your Ballot using the enclosed pre-addressed return envelope or as follows: If by First Class Mail to: If by Overnight Courier or by Hand Delivery: Life Partners Ballot Processing c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4422 Beaverton, OR 97076-4422 Life Partners Ballot Processing c/o Epiq Bankruptcy Solutions, LLC 0300 SW Allen Blvd. Beaverton, OR 97005 YOUR SIGNED AND DATED BALLOT MUST BE ACTUALLY RECEIVED BY THE VOTING DEADLINE, WHICH IS 5:00 P.M. (PREVAILING CENTRAL TIME) ON AUGUST 5, 206. BALLOTS RECEIVED VIA EMAIL OR FACSIMILE WILL NOT BE COUNTED. If you have any questions regarding this Ballot or these instructions, or if you did not receive a copy of the Disclosure Statement or the Plan, or if you need additional copies of the enclosed materials, please contact the Balloting Agent by phone at (866) 84-7869 (toll free) or (503) 597-5539 or via email to LPVOTE@epiqsystems.com and include Life Partners in the subject line. 4 944
ELECTION FORM 5 944
IN RE: LIFE PARTNERS HOLDINGS, INC., et. al. Debtors. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEAS FORT WORTH DIVISION CASE NO. 5-40289-RFN- JOINTLY ADMINISTERED (Chapter ) ELECTION FORM FOR CLASS B3A CLAIMS OF IRA HOLDERS (ECLUDED FROM RESCISSION SETTLEMENT SUBCLASS) AGAINST LPI This Election Form is being sent to you in connection with the Third Amended Joint Plan of Reorganization of Life Partners Holdings, Inc. et al., dated June 2, 206 (the Plan ) and the accompanying disclosure statement (the Disclosure Statement ). Before completing this Election Form, you should read the Instructions for Election Forms and Reconciliation Payments (the Investor Election Instructions ) sent to you along with this Election Form. ELECTIONS: The Debtors records indicate that as of June 24, 206, the Voting and Election Record Date, you hold one or more Class B3A Claim(s) as an IRA Holder (Excluded from the Rescission Settlement Subclass) against LPI ( Class B3A IRA Holder Claims ) listed in Section 2 below, and as such you are entitled to select one of three (3) options ( Elections ) for treatment of any Allowed Claim related to each of your Class B3A IRA Holder Claim(s) as provided in the Plan and summarized in the enclosed Instructions, unless: (a) a Pre-Petition Default Amount is outstanding as to the position, in which case you will not be entitled to make an Election as to that position (and this Election Form so indicates for that position), 2 or (b) a Catch-Up Payment is outstanding as to the position, in which case you must pay the Catch-Up Payment by the Catch-Up Cutoff Date or any Option Election for the related Fractional Position will not be effective, and you will instead be deemed to have Elected Option 2 as to that position. Please see the Investor Election Instructions and the enclosed Reconciliation Payment Invoice for a detailed description of Pre-Petition Default Amounts and Catch-Up Payments. If you also directly hold one or more Class B2A Claims as a Fractional Interest Holder, you will also receive a separate Election Form for your Class B2A Claims. Please carefully review the Plan and Instructions with regard to the Election Options. You can make the same choice for all Class B3A IRA Holder Claims, or for all held through the same type of IRA account, or make a separate choice for each one of your Class B3A IRA Holder Claims. Capitalized terms not defined in this Election Form are used with the meanings given to them in the Plan and Disclosure Statement. 2 In order to receive Election rights where a Pre-Petition Default Amount is owed, you must pay the full amount due and owing by no later than thirty (30) days after the Confirmation Date (the Pre-Petition Default Payment Deadline ), and then you will receive, and must complete and return, a separate Election Form for the position. 6 944
You may Elect the same Option for all of your IRA positions, or for all positions held through the same type of IRA account, by completing Section below, OR You may Elect different Options for each one of your positions, by completing Section 2 below. If you complete both Section and Section 2, then you will be deemed to have Elected the Option you marked in Section for all of your positions. IF YOU DO NOT MAKE AN ELECTION: If you do not timely submit this Election Form, or if your Election Form does not bear a valid signature, you shall be deemed to have Elected Option 2 (Position Holder Trust Election) as to all of your Class B3A IRA Holder Claims, all of which will be treated in accordance with the provisions of the Plan for Option 2 Elections.** If you do not mark any selection (one of the three (3) Election Options for treatment) for any one or more of your Fractional Positions, or if your Elections are unclear with respect to any of your Fractional Positions as determined by the Debtors or the Balloting Agent (e.g., you mark more than one selection for any position), you shall be deemed to have Elected Option 2 (Position Holder Trust Election) for such Fractional Position(s), and will be treated in accordance with the provisions of the Plan for Option 2 Elections. For more information regarding the Election Options, including the different types of IRA accounts, you should read the Investor Election Instructions. You may also visit the Unsecured Creditors Committee website at http://lifepartnerscommittee.com. You should carefully review the Plan and Disclosure Statement, including the section on Certain Risk Factors, and consult with your own legal, tax, financial and investment advisors, before completing your Election Form(s), or if you need further assistance in completing your Election Form(s). ELECTION DEADLINE: In addition to making Elections in Sections or 2, you MUST properly complete Section 3 (Acknowledgements and Certification) and then sign, date and return this Election Form to the address specified on the signature page to be received by no later than 5:00 p.m. (prevailing Central Time) on August 5, 206, which is the deadline for your Election Form to be received (the Election Deadline ). **RECONCILIATION PAYMENTS: If any Pre-Petition Default Amount or Catch-Up Payment (each a Reconciliation Payment ) is owing with respect to any of the IRA Notes registered through an individual retirement account, it is reflected on the enclosed Reconciliation Payment Invoice for ease of reference and convenience. Unless you make timely payment of at least the Premium Advance included in any Pre-Petition Default Amount, the IRA Note to which the Premium Advance relates will be forfeited and abandoned under the Plan. The deadline to pay any Pre-Petition Default Amounts is the Pre-Petition Default Payment Deadline (30 days after the Confirmation Date 3 of the Plan, and the deadline to pay any Catch-Up Payments is the Catch-Up Cutoff Date (90 days after the Effective Date 4 of the Plan). 3 The Confirmation Date has not yet been established, and a separate notice of the Confirmation Date will be sent. 4 The Effective Date has not yet been established, and a separate notice of the Effective Date will be sent. 7 944
Any Reconciliation Payments that are not timely paid will, unless the failure to make timely payment results in forfeiture and abandonment of the related position, result in a right of offset to deduct the unpaid amount from any Distributions payable to the Investor with respect to the Position Holder Trust Interest Distributed to the Investor under the Plan. 8 944
ELECTIONS SECTION. Complete this section to Elect the SAME Option for ALL OF YOUR POSITIONS. If you choose to Elect the same Option for all of your Class B3A IRA Holder Claims, please check one box below: I Elect Option (Continuing Holder Election) for all of my Class B3A IRA Holder Claims I Elect Option 2 (Position Holder Trust Election) for all of my Class B3A IRA Holder Claims I Elect Option 4 (Conversion) for all of my Class B3A IRA Holder Claims If you choose to Elect the same Option or for all of your Class B3A IRA Holder Claims held through the same type of IRA account, please check one box below, and be sure to fill in the blank for the Election Option (, 2, or 4) you choose for those Claims: I Elect Option for all of my Class B3A IRA Holder Claims held through my traditional IRA account(s) I Elect Option for all of my Class B3A IRA Holder Claims held through my Roth IRA account(s) OR (see following page) 9 944
SECTION 2. Complete this section to Elect DIFFERENT Options for EACH OF YOUR POSITIONS. Funding ID Description of Class B3A IRA Holder Claim(s) Policy ID IRA Type Election Check one box for each row Option (Continuing Holder Election) Option 2 (Position Holder Trust Election) Option 4 (Conversion) 46028 3949 IRA - TRADITIONAL 2 47505 32642 IRA - TRADITIONAL Election not available at this time. 0 944
SECTION 3. ACKNOWLEDGEMENTS AND CERTIFICATION. By returning this Election Form the Holder of the Claim(s) identified by Funding ID and Policy ID in Section 2 above (a) acknowledges that it has been provided with a copy of the Disclosure Statement and the Plan, including all exhibits thereto; (b) certifies that (i) it is the holder of the Claims identified in Section 2 above and/or (ii) it has full power and authority to make the Elections made hereby; and (c) further acknowledges that the Elections, and all Distributions resulting from the Elections, are subject to the terms and conditions set forth in the Plan. 23 MAIN STREET FORT WORTH, T 7632 Print or Type Name of Claimant: Signature: Name of Signatory (if different than claimant): If by Authorized Agent, Title of Agent: Street Address: City, State and Zip Code: Telephone Number: Date Completed: IN ORDER FOR YOUR ELECTIONS TO BE VALID (SUBJECT TO THE TERMS OF THE PLAN), THIS FORM MUST BE PROPERLY COMPLETED, SIGNED AND RETURNED TO THE BALLOTING AGENT SO THAT IT IS RECEIVED BY 5:00 P.M. ON AUGUST 5, 206, (PREVAILING CENTRAL TIME), THE ELECTION DEADLINE. [SEE NET PAGE FOR RETURN ADDRESS] ALL HOLDERS OF CLASS B3A IRA HOLDER CLAIMS AGAINST LPI, REGARDLESS OF WHETHER THEY HAVE VOTED TO ACCEPT OR REJECT THE PLAN, ARE ELIGIBLE AND ENCOURAGED TO EECUTE AND DELIVER THIS ELECTION FORM TO THE BALLOTING AGENT SO THAT IT IS RECEIVED BY THE ELECTION DEADLINE. RETURNING THIS FORM DOES NOT AFFECT YOUR VOTE. 944
PLEASE RETURN YOUR ELECTION FORM IN THE PRE-ADDRESSED, POSTAGE PAID ENVELOPE PROVIDED, OR AS FOLLOWS: If by First-Class Mail: If by Hand-Delivery or Overnight Mail: Life Partners Election Processing Center c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4422 Beaverton, OR 97076-4422 Life Partners Election Processing Center c/o Epiq Bankruptcy Solutions, LLC 0300 SW Allen Blvd Beaverton, OR 97005 IN ADDITION TO THE REQUIREMENT THAT YOU RETURN A PROPERLY COMPLETED AND SIGNED ELECTION FORM BY THE ELECTION DEADLINE, IN ORDER TO MAKE AN EFFECTIVE ELECTION, YOU MUST PAY ANY CATCH-UP PAYMENT OR PRE-PETITION DEFAULT AMOUNT REFLECTED ON THE ENCLOSED RECONCILIATION PAYMENT INVOICE BY THE DEADLINE SET FORTH IN THE PLAN, OR THE TERMS OF THE PLAN WILL SUPERSEDE YOUR ELECTION, AND IN CERTAIN CIRCUMSTANCES, YOUR FRACTIONAL POSITION COULD BE FORFEITED AND ABANDONED TO THE DEBTORS. If you believe you have received this Election Form, or the attached Reconciliation Payment Invoice, in error, or if you believe some of the information on this Election Form, or the attached Reconciliation Payment Invoice, is incomplete or otherwise is not accurate please contact Epiq Bankruptcy Solutions, LLC by phone at (866) 84-7869 (toll free) or (503) 597-5539 or by email at LPVOTE@epiqsystems.com and include Life Partners in the subject line. [SEE NET PAGE FOR ANY RECONCILIATION PAYMENT INVOICE] 2 944
RECONCILIATION PAYMENT INVOICE Following is an invoice showing any past due premium amounts or servicing fees as reflected on the Debtors records as of June 24, 206, with respect to the Fractional Position(s) registered to this account and identified in the attached Election Form. These amounts are called Reconciliation Payments (Pre-Petition Default Amounts and Catch-Up Payments). 5 If any Pre-Petition Premium Advance amount included in your Reconciliation Payments is not paid by the applicable deadline set forth below, the related Fractional Position(s) will be forfeited and abandoned under the Plan, and if any other amount included in your Reconciliation Payments is not paid by the applicable deadline, any Option Election you make for the related position(s) will not be effective and you will instead be deemed to have made an Option 2 Election with respect to the related position(s). You MUST check the box next to each amount you are paying when you submit your payment, or your payment will be applied as set forth in the Instructions. The deadlines for making Reconciliation Payments are as follows: (a) The Pre-Petition Default Payment Deadline. All Pre-Petition Premium Advances and Pre-Petition Platform Service Fees must be paid no later than 30 days after the Confirmation Date of the Plan. You will receive one reminder notice not less than 4 days prior to the Pre-Petition Default Payment Deadline, notifying you of the deadline for payment of any Pre-Petition Default Amount still due and owing. Even if you dispute the Pre-Petition Default Amount owed, if you fail to pay any estimated Pre-Petition Premium Advance reflected on the Reconciliation Payment Invoice by the 30th day following the Confirmation Date (the Pre-Petition Default Payment Deadline), the related position(s) will be forfeited and abandoned. (a) The Catch-Up Cutoff Date. All Catch-Up Payments must be paid no later than 90 days after the Effective Date of the Plan. You will receive one reminder notice within 0 days of the Effective Date, notifying you of the Effective Date and the deadline for payment of any Catch-Up Payment still due and owing. If you disagree with any amount(s) set forth below, or have any questions regarding any such amount, you should review the information included in Section 6.2 of the Disclosure Statement under the caption Post Effective Date Catch-Up Reconciliation. If you are an IRA Holder, you should consult with the custodian of your IRA account for each position and your personal tax advisor with regard to the procedures that should be followed in making any payments. 5 In general, a Catch-Up Payment is an amount billed to an Investor for premiums or other amounts that were not first payable by the Investor until after May 9, 205, and a Pre-Petition Default Amount is such an amount that became payable prior to May 9, 205. For more detail on Catch-Up Payments and Pre-Petition Default amounts, see the related definitions in the Glossary in the Plan, the Plan at Section 4.3 and the Disclosure Statement at Section 6.2. 3 944
Payment Instructions: Payment instructions for Catch-Up Payments and Pre-Petition Default Amounts (i.e., Reconciliation Payments) are as follows:. Payment should be made by check. Bank cashier s or certified checks are accepted but not required. Checks must be made payable to Life Partners, Inc. 2. Please write LPI Reconciliation Payment in the memo line of your check, and please remember to sign and date your check. 3. Payments by credit card cannot be accepted. 4. You should include a copy of the Reconciliation Payment Invoice(s) reflecting the Reconciliation Payment(s) you are paying with your check. Please be sure to check the box next to each Reconciliation Payment you are paying. If you do not include a copy of the Reconciliation Payment Invoice, or you do not check the boxes next to the amounts you are paying, the payment will be applied as follows: a. First, to pay any Catch-Up Payments owing. b. Second, to pay any Pre-Petition Default Amounts. 5. Your payment check and the copy of the Reconciliation Payment Invoice should be delivered to the following address: PLEASE RETURN YOUR PAYMENT AND A COPY OF THE RECONCILIATION PAYMENT INVOICE(S) REFLECTING THE RECONCILIATION PAYMENT(S) YOU ARE PAYING IN THE PRE-ADDRESSED, POSTAGE PAID ENVELOPE PROVIDED, OR AS FOLLOWS: If by First-Class Mail: Life Partners Election Processing Center c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4422 Beaverton, OR 97076-4422 If by Hand-Delivery or Overnight Mail: Life Partners Election Processing Center c/o Epiq Bankruptcy Solutions, LLC 0300 SW Allen Blvd Beaverton, OR 97005 4 944
Funding ID Policy ID Description of Fractional Interest Holder Claim(s) IRA Type Pre-Petition Premium Advance Reconciliation Payment Invoice Amount Pre-Petition Platform Service Fee Catch-up Payment Payment Check Box if Payment Enclosed 46028 3949 IRA - TRADITIONAL $6.50 Totals: $6.50 5 944