American Signature - Chapter 11 APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: American Signature, Inc. and its affiliated Debtors (including American Signature Home Inc., American Signature USA Inc., and various ASI entities).
• Purchaser / Agent: ASI Purchaser LLC, acting as the "Purchaser" under the Asset Purchase Agreement (APA) and the "Agent" under the Agency Agreement.
• Guarantor: SEI, Inc.
• Insider Status: The Purchaser, Agent, and Guarantor are directly or indirectly wholly owned by the Schottenstein family and are insiders of the Debtors.
• Consultation Parties: The Official Committee of Unsecured Creditors (the "Committee") is a party to a global settlement resolving its objections to the sale.

Transaction Structure & Assets Being Sold

• The transaction is structured through two primary agreements: an Agency Agreement for the liquidation of retail assets and an APA for the acquisition of corporate and real estate assets.
• Sale Assets (Agency Agreement): The Agent is authorized to conduct "store closing" or "everything must go" sales at the Debtors' stores and distribution centers.
  • Assets include Merchandise, Owned FF&E, and certain other assets located at the stores and distribution centers.
• Acquired Assets (APA): The Purchaser is acquiring:
  • Designation Rights with respect to leases for the corporate office and other identified locations.
  • Acquired Real Property and certain other assets described in the APA.
  • Intellectual property, including "personally identifiable information" (Customer PII), subject to specific privacy conditions.
  • Claims and Causes of Action, including warranties, representations, and Avoidance Actions against persons other than the Schottenstein Parties and certain other excluded entities.
• Excluded Assets:
  • Segregated Cash Collateral.
  • Non-Acquired Avoidance Actions (which will be transferred to a post-confirmation trust).
  • Claims against Tempur World, LLC and rights under the Synchrony Program Agreement.
  • The Elston Location and the associated ground lease.

Purchase Price & Committee Settlement

• The Purchaser, Debtors, and Committee reached a global settlement (the "Committee Settlement") which modified the consideration under the APA and Agency Agreement.
• Purchase Price Increase: The Purchaser agreed to increase the purchase price by an aggregate of $10.75 million, payable as follows:
  • $6.0 million increase to the Initial Purchase Price Payment.
  • $4.75 million to be paid to the estates no later than three months following the Closing Date.
• Real Estate Proceeds Sharing: The Debtors’ estates are entitled to a share of Net Cash Proceeds from the sale of Acquired Real Property:
  • 15% of Net Cash Proceeds exceeding $67.5 million (up to $70 million).
  • 50% of Net Cash Proceeds exceeding $70 million.
  • Calculations are net of the Buyer's Carrying Costs payable after the Closing Date.
• Additional Consideration:
  • A $500,000 reduction in amounts payable by the Debtors under a transition services agreement (TSA).
  • Waiver of claims by the Schottenstein Parties against the Debtors, with exceptions for claims under the APA, Agency Agreement, DIP/Prepetition credit agreements, and post-petition services.

Designation Rights & Lease Assumption

• The Purchaser holds Designation Rights to direct the Debtors to assume and assign leases to a designated assignee.
• Designation Period: The period for exercising these rights shall not extend beyond the time allowed under Section 365(d)(4) of the Bankruptcy Code.
• Procedures:
  • The Purchaser may designate a lease for assignment up to 15 business days prior to the expiration of the Designation Rights Period.
  • The Debtors must file a Lease Assignment Notice and serve it on the applicable landlord.
  • Objections to assumption and assignment (other than Cure Costs) must be filed within 10 business days of the notice.
• Cure Costs: Undisputed Excess Cure Costs are paid by the Debtors, while Buyer Cure Costs are paid by the Purchaser. Disputed amounts are to be held in a segregated account.

Customer Privacy & PII

• The sale includes the transfer of Customer PII, subject to the appointment of a Consumer Privacy Ombudsman and specific conditions.
• Opt-Out Procedure: Customers must be provided clear notice and an opportunity to opt-out of the transfer of their PII to the Purchaser.
• Data Destruction: The Debtors must delete or destroy Customer PII that is not transferred to the Purchaser or for which a customer has opted out.
• Sensitive Data Exclusion: Social security numbers, credit card numbers, financial information, and specific geolocation data are excluded from the purchase and must be deleted by the Debtors.

Sale Guidelines & Conduct

• The Agent is authorized to conduct sales using themes such as "store closing," "total liquidation," or "everything must go," but is restricted from using terms like "bankruptcy ordered" or "going out of business."
• The Agent may use sign-walkers, exterior banners, and other advertising methods consistent with the Sale Guidelines and applicable side letters with landlords.
• Disputes regarding "Going Out of Business" (GOB) laws are subject to the jurisdiction of the Bankruptcy Court, though the Debtors and Agent are deemed to be in compliance with such laws provided they adhere to the Sale Guidelines.

Key Dates

• Bidding Procedures Order Entered: December 15, 2025
• Sale Hearing: February 4, 2026
• Order Entered: February 6, 2026
• Proof of Claim Deadline Motion: To be filed by February 20, 2026
• Closing Date: Immediate; the sale must commence on the first day following the entry of the Order.

Private Sale of Google Claims Summary

Overview

• The Debtors seek entry of an order, pursuant to sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rules 2002 and 6004, and Local Rule 6004-1, (a) authorizing the private sale of the Google Claims, Participation and Participated Rights to the Buyer, free and clear of liens, claims, interests, and encumbrances, pursuant to the terms of the Claim Sale and Purchase Agreement (the "Agreement"); and (b) granting related relief.
• The proposed sale converts a litigation asset into an immediate and certain benefit for the estate and its creditors, eliminates the risks and costs attendant to continued litigation, and avoids further depletion of estate resources through professional fees and litigation expenses.
• The Motion is supported by the Declaration of Rudolph Morando, Co-Chief Restructuring Officer of the Debtors.

Parties Involved

• Seller: American Signature, Inc., an Ohio corporation.
• Buyer: [REDACTED], an independent third-party buyer that is not an "insider" or "affiliate" of the Debtors as defined in section 101 of the Bankruptcy Code.
• The Debtors and the Buyer negotiated the Agreement in good faith and from arm's-length bargaining positions, with each party represented by its own legal counsel and other advisors.
• Keller Postman LLC ("Keller"), together with any counsel retained by the Seller in accordance with the terms of the Agreement, is referred to as "Multi-Plaintiff Counsel."
• Schottenstein Stores Corporation ("SSC") is party to a separate bill of sale with the Debtors, as described below.

Assets Being Sold

• An undivided 100% beneficial participation interest in all of the Seller's (and, if and to the extent applicable, SSC's) right, title, and interest in, to, and under any and all claims and causes of action held by the Seller against Google LLC and/or its affiliates (collectively, "Google"), including, without limitation, claims and causes of action arising out of or relating to Google's violation of the Sherman Act §§ 1, 2 as enumerated in:
  • the United States District Court for the Eastern District of Virginia on April 17, 2025 in United States of America, et al. v. Google LLC (Case No. 1:23-cv-108); and
  • the United States District Court for the District of Columbia on August 5, 2024 in (a) United States of America et al. v. Google LLC (Case No. 20-cv-3010) and (b) State of Colorado et al. v. Google LLC (Case No. 20-cv-3715).
• The Google Claims arise on account of certain payments made by the Seller to Google with respect to the purchase of certain advertising services in connection with Google's Advertising Program Terms (the "Google Program Terms") and any other relevant contract for such services, together with all related rights, distributions, amounts, payments, and proceeds thereof, including any interest thereon. The amount of such advertising payments, as set forth on Schedule A-1 to the Agreement, is referred to as the "Google Spend Amount."
• The Google Claims, Participation and Participated Rights constitute property of the Debtors' estates, and title thereto is vested in the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code.

Purchase Price

• Cash consideration of $5,757,165.65.
• Within three business days after the later to occur of (a) the date the last of Buyer and Seller has duly executed the Agreement and (b) satisfaction of the Closing Conditions, the Buyer shall deliver the Purchase Price, as set forth on Schedule B to the Agreement, by wire transfer of immediately available funds to the account of the Seller. The date on which the Purchase Price is paid shall be the "Closing Date."
• The Debtors believe the Purchase Price represents fair market value for the Google Claims, Participation and Participated Rights. In light of the unpredictable timing and risk associated with collecting on the Google Claims, the Debtors submit that the Purchase Price is fair and reasonable, and the sale may not be avoided under section 363(n) of the Bankruptcy Code.

Marketing and Sale Process

• The Debtors analyzed the process, timing, and potential costs related to pursuing the Google Claims and concluded that the process and timing of collecting on the Google Claims is uncertain, with a risk that the estate would not realize any meaningful and timely net recovery. In light of the timing and risk of collection, the Debtors explored the possibility of selling the Google Claims.
• The Debtors began marketing the Google Claims in mid-April 2026, starting with the parties that had participated in the marketing of the Debtors' rights to certain tariff refunds, and spoke with 11 different parties who had some interest in purchasing the Google Claims.
• The Debtors solicited bids from interested parties and received three bids. The Debtors determined the Buyer's offer to be the highest and best offer for the Google Claims, Participation and Participated Rights. In addition to offering the highest amount, the Buyer is a sophisticated party with the resources to close quickly.

Private Sale

• The sale is intended to be a private sale, subject to Court approval. Bankruptcy Rule 6004(f) and Local Rule 6004-1(b)(iv)(D) permit a debtor in possession to conduct a private sale pursuant to section 363 of the Bankruptcy Code, and Bankruptcy Rule 6004(f) provides that a sale "may be made by public auction or private sale."
• The Debtors submit that a public sale process is unlikely to net the estates a significant appreciable benefit through a substantially increased sale price for the Google Claims in light of the costs and expenses of such a process, and that the proposed sale to the Buyer is the best option to monetize the value of the Google Claims.

Business Justification

• The Debtors have determined in their business judgment that the proposed sale of the Google Claims, Participation and Participated Rights to the Buyer constitutes a transaction that will maximize value for these assets and is in the best interests of the Debtors' estates and all parties in interest.
• The transaction avoids the delay and additional costs that would arise from the Debtors' seeking to collect the Google Claims themselves and further avoids the risk that the Google Claims will not be collectible.
• Accordingly, the Debtors request approval of the sale under section 363(b) of the Bankruptcy Code.

True Sale and Participation

• The Buyer and Seller intend the transactions contemplated by the Agreement (the "Transactions") to be a true sale of an undivided 100.0% participation interest (the "Participation") in and to the Google Claims on the Closing Date. It is the express intent of the parties that the sale be treated for all purposes as a true sale, and in no event shall the Participation be construed as a loan from the Buyer to the Seller.
• The "Participated Rights" of the Buyer include: (i) any and all right to receive all amounts paid or payable in respect of the Google Claims (including interest, penalties, expenses, fees, damages, and any other amounts); (ii) all supporting documentation and materials, including invoices, receipts, and terms of service between Google and the Seller, including the Google Program Terms (the "Supporting Documents"), provided that the Seller may retain copies as reasonably required for accounting or tax purposes or in connection with the Bankruptcy Case; (iii) the net amount of all cash, securities, or other property received, distributed, or payable on account of the foregoing; and (iv) all proceeds of the foregoing.
• The sale of the Participation shall be deemed an absolute and unconditional sale of the Participated Rights for the purpose of collection and satisfaction and shall not be deemed to create any debtor-creditor relationship or be construed as a loan or financing. From and after the Closing Date, the Buyer shall be deemed the sole beneficial owner of the Google Claims and the Participated Rights, and unless or until the Buyer becomes the full legal title holder and record owner, the Seller shall hold the Google Claims solely for and on behalf of the Buyer.

Buyer Security Interest

• If for any reason the sale is deemed by a court of competent jurisdiction not to be a sale and instead to be a loan or other financing arrangement, or if the Transactions are otherwise determined to be void or invalid, then (A) to secure the payment or performance in full of the Seller's obligations under the Agreement (the "Secured Obligations"), the Seller pledges, assigns, and grants to the Buyer, effective following the closing on the Closing Date, a first priority continuing security interest (the "Buyer Security Interest") in, and lien on, all of its right, title, and interest, whether now owned or hereafter acquired, in the Google Claims and any Distributions (other than the Seller's rights to receive payment of the Purchase Price); and (B) the Agreement shall constitute a security agreement under applicable law. The Seller authorizes the Buyer's filing of a financing statement to perfect such lien and security interest.
• The Debtors submit that the provisions relating to the grant of the Buyer Security Interest are fair, reasonable, and appropriate to protect the Buyer from the risk that the sale is recharacterized, and ensure the Buyer receives the benefit of its bargain (having already paid the Purchase Price) while not diminishing the Debtors' estates (having already received value for the Google Claims).
• Effective upon payment by the Buyer of the Purchase Price and subject to the provisions of the Agreement, the Buyer Security Interest shall be deemed properly perfected without the necessity of filing UCC-1 financing statements or any other documentation.

Keller and Contingency Fees

• Prior to the Petition Date, the Debtors retained Keller, which is coordinating the pursuit and prosecution of claims against Google on behalf of the Debtors and other potential plaintiffs. Keller is proceeding against Google on behalf of numerous parties and is entitled to a contingency fee for a percentage of the amounts recovered on account of the Google Claims.
• Any amounts owed to Keller in connection with the pursuit of the Google Claims incurred during the period from and after the Closing Date are the responsibility of the Buyer and will not reduce the Purchase Price. The Buyer will be responsible for all fees, including contingency fees, costs, and expenses incurred by the Seller or Buyer in connection with the pursuit of the Google Claims.

SSC Bill of Sale

• In connection with the sale of all of the Debtors' Google Claims, the Debtors are also entering into a separate bill of sale (the "SSC Bill of Sale") with Schottenstein Stores Corporation ("SSC"), pursuant to which SSC shall transfer and assign any interests SSC may have as the named buyer in connection with certain of the Debtors' Google Claims. The purchase price in the SSC Bill of Sale is $1.00. The form of the SSC Bill of Sale is attached as Exhibit B to the Agreement.
• SSC will be indemnified for certain fees and expenses in connection with the SSC Bill of Sale. The Debtors agree to indemnify SSC for SSC's costs in connection with the negotiation, execution, and delivery of the Bill of Sale, and must satisfy that obligation in order for the Bill of Sale to be effective. Any other indemnification obligation owed to SSC shall be the responsibility of the Buyer upon consummation of the sale and the Buyer's concurrent assumption of the Debtors' rights and obligations under the SSC Bill of Sale.
• The Debtors do not believe that their obligation to SSC will exceed $50,000 and submit that such cost is reasonable in light of the importance of executing the SSC Bill of Sale in order to proceed with the sale of the Google Claims and for the Debtors to receive the Purchase Price.

Sale Free and Clear

• The sale of the Google Claims, Participation and Participated Rights is to be free and clear of all liens, charges, easements, title defects, encumbrances, encroachments, hypothecations, security interests, claims, interests, leases, pledges, options, rights of first refusal or first offer, sales agreements, mortgages, proxies, voting trusts or agreements, restrictions of any kind, and adverse claims of ownership or use, including any and all "Claims" as defined in section 101(5) of the Bankruptcy Code (collectively, other than claims of Multi-Plaintiff Counsel under the terms of its engagement, "Encumbrances"), to the fullest extent permitted by applicable law.
• The Buyer is only willing to complete the sale if the Google Claims, Participation and Participated Rights are sold free and clear of all Encumbrances as described in the Agreement.
• The Debtors submit that the sale is appropriate under section 363(f) of the Bankruptcy Code because one or more of the tests of section 363(f) are satisfied. In particular, known lienholders, if any, will receive notice and a sufficient opportunity to object, and such lienholders that do not object should be deemed to have consented.
• Any and all Encumbrances asserted in connection with the Google Claims, Participation and Participated Rights will be transferred to and attach to the proceeds of the sale in the same order of priority and with the same validity, force, and effect that creditors had prior to the sale, subject to any claims and defenses the Debtors' estates may have with respect thereto.

Good Faith

• The Agreement was a negotiated, arm's-length transaction in which the Buyer acted in good faith and in compliance with the Abbotts Dairies standards. The Buyer is an independent third-party buyer and is not an "insider" or "affiliate" as defined in section 101 of the Bankruptcy Code.
• The sale process was non-collusive, fair, and reasonable, conducted in good faith and from arm's-length bargaining positions. Neither the Debtors nor the Buyer engaged in any conduct that would cause or permit the sale to be avoided under section 363(n) of the Bankruptcy Code.
• The Debtors request that the Court find that the Buyer purchased the Google Claims, Participation and Participated Rights in good faith within the meaning of, and is entitled to the protections of, section 363(m) of the Bankruptcy Code.

Successor Liability

• None of the Buyer and its respective affiliates, successors, or assigns shall be deemed to: (a) be a legal successor, or otherwise be deemed a successor, to any of the Debtors; (b) have, de facto or otherwise, merged with or into any or all Debtors; or (c) be a mere continuation or substantial continuation of any or all Debtors or the enterprise or operations of any or all Debtors.

Break-Up Fee

• None. As the Debtors are proposing a private sale, there is no break-up fee for the Buyer should the Transactions not close.

Expense Reimbursement

• If (A) the Agreement is terminated by the Buyer pursuant to Section 9(d), or (B) the Seller completes the sale of all or substantially all of the Google Claims to any third party (other than the Buyer) prior to termination of the Agreement in breach of its covenants and obligations, then upon the consummation of any such third-party sale, and solely from the proceeds thereof, the Seller shall pay the Buyer cash or other immediately available funds equal to the documented costs and expenses reasonably incurred by the Buyer in connection with the Agreement (the "Expense Reimbursement"); provided that in no event shall the Expense Reimbursement exceed three percent (3%) of the Purchase Price.
• The Expense Reimbursement shall be treated as an administrative expense claim in the Bankruptcy Case and shall be paid to the Buyer within three business days following the Seller's receipt of the proceeds of the purchase price from such third party.
• The Debtors agreed to the Expense Reimbursement, in light of the Buyer's incurring expenses in advance to pursue the proposed Transactions, to compensate the Buyer for its expenses, and submit that the proposed Expense Reimbursement is fair and reasonable.

Closing Conditions

• The Buyer's and Seller's obligations to close the transaction are, as applicable, subject to the following:
  • Entry of the Sale Approval Order, in form and substance reasonably satisfactory to the Buyer and Seller, which shall be unstayed and in full force and effect;
  • The Seller's execution and delivery to the Buyer of a power of attorney in substantially the form attached to the Agreement as Exhibit A;
  • The Seller's and SSC's execution and delivery to the Buyer of the SSC Bill of Sale and a copy of the related notice delivered by the Seller and SSC to Google;
  • The Seller's representations and warranties being true and correct in all material respects as of the Closing Date;
  • The Seller having complied in all material respects with all covenants required to be complied with by it on or before the Closing Date;
  • The Buyer's representations and warranties being true and correct in all material respects as of the Closing Date; and
  • The Buyer having complied in all material respects with all covenants required to be complied with by it on or before the Closing Date.

Post-Closing Covenants

• The Seller shall act as direct party to prosecute, enforce, and/or defend the Google Claims and any disputes or objections relating thereto, and shall take all actions on a timely basis to preserve and enforce its rights and remedies. The Seller shall be deemed to have complied with this obligation by cooperating with Multi-Plaintiff Counsel as requested from time to time.
• The Seller shall take all reasonable actions directed by the Buyer to promptly enforce, preserve, protect, and maximize the Buyer's rights to distributions and payments with respect to the Google Claims, and shall not fail to take, or delay taking, any such action without the Buyer's prior written consent, provided that the Seller may act as directed from time to time by Multi-Plaintiff Counsel.
• The Seller shall not compromise or settle the Google Claims, or modify the Google Claims or the Google Spend Amount, without the Buyer's prior written consent, and the Buyer shall have exclusive control over all decision-making with respect to the enforcement and preservation of the Google Claims and Participated Rights, provided that the Seller shall continue to act as direct party to any dispute or litigation relating to the Google Claims, subject to its representation by Multi-Plaintiff Counsel.
• The Seller shall deliver drafts of all material pleadings, motions, and other documents it receives from Multi-Plaintiff Counsel in connection with the Google Claims within two business days of receipt, and shall promptly deliver to the Buyer any material information, communications, or notices in respect of the Google Claims or Participated Rights; in the event the Seller receives any objection or dispute of the Google Claims or Google Spend Amount, it shall notify the Buyer in writing within two business days.
• At the Buyer's request, the Seller shall issue irrevocable written directions to Multi-Plaintiff Counsel or any other appropriate party to make payment of proceeds from the Google Claims or Participated Rights as directed by the Buyer, and shall, at the Buyer's request and expense, file forms with any appropriate Governmental Authority or third party to cause the Buyer to directly receive recoveries. The Buyer has the unconstrained right to instruct the Seller to change its counsel from Keller to any other counsel selected by the Buyer.
• The Seller acknowledges that, as only one plaintiff among many others with similar claims being pursued by Multi-Plaintiff Counsel, neither the Buyer nor the Seller may have the ability to cause Multi-Plaintiff Counsel to file proceedings or pursue any particular remedy in connection with the Google Claims. To the extent applicable, the Seller shall not voluntarily dismiss or elect not to pursue all or a material part of any rights or remedies related to the Google Claims.
• From and after the Agreement Date and until a termination event, the Seller shall cease all discussions with any other third party with respect to any sale of any interest in the Google Claims, provided that the Seller may respond to inquiries subject to compliance with the Agreement.
• From and after the Agreement Date, subject to the occurrence of the Closing, the Buyer shall bear all fees, including professional fees and documented out-of-pocket costs and expenses incurred by the Seller or Buyer (including amounts payable to Multi-Plaintiff Counsel or other counsel or advisors reasonably retained by the Seller) in furtherance of the enforcement, prosecution, and defense of the Google Claims and the Seller's performance of its obligations under the Agreement, including all costs and expenses of retaining employees, professionals, and/or consultants following the wind-down of the Seller's operations.
• The Debtors shall continue the corporate existence of American Signature, Inc., including following the effectiveness of any proposed plan of reorganization or liquidation or in the event of a conversion of the Debtors' cases to cases under Chapter 7 of the Bankruptcy Code, until such time as the Buyer receives all the proceeds of the Google Claims or the Google Claims have been irrevocably withdrawn, discontinued, dismissed with prejudice, or otherwise finally determined by a court of competent jurisdiction pursuant to a final and non-appealable order that no further proceeds or distributions are capable of being remitted.

Power of Attorney

• Effective upon the Closing, the Seller shall irrevocably appoint the Buyer, individually and collectively, as its true and lawful attorney-in-fact, authorizing the Buyer to act in the Seller's name, place, and stead to demand, sue for, compromise, and recover all sums of money now or hereafter due and payable on account of the Google Claims, and grant the Buyer full authority to do all things necessary to enforce the Google Claims, including endorsement of any checks constituting Distributions.
• Upon Closing, the automatic stay under section 362 of the Bankruptcy Code shall be lifted to permit the Buyer to take any actions permitted under the Agreement, including the exercise of its rights as power of attorney under Section 13 of the Agreement.

Termination Events

• The Agreement may be terminated:
  • By the mutual written consent of the Seller and Buyer;
  • By either the Seller or Buyer if the Bankruptcy Court states unconditionally that it will not enter the Sale Approval Order, provided that a party may not terminate on this basis if its own material breach resulted in or caused such event;
  • By written notice of either party if the Closing Date shall not have occurred on or before August 31, 2026 (the "Outside Date"), provided that a party may not terminate on this basis if such failure was caused by its own failure to perform, and provided further that the Outside Date may be extended by the mutual written agreement of the parties;
  • By written notice from the Buyer upon a breach of any covenant or agreement by the Seller, or if any representation or warranty of the Seller becomes untrue, that the Buyer reasonably determines could have a material adverse effect on the Google Claims, subject to a cure period (the earlier of two business days prior to the Outside Date and 30 days after notice) if curable; or
  • By written notice from the Seller upon a breach of any covenant or agreement by the Buyer, or if any representation or warranty of the Buyer becomes untrue, that the Seller reasonably determines could have a material adverse effect on the Buyer's ability to consummate the Transactions or otherwise cause the Closing Conditions not to be satisfied prior to the Outside Date, subject to a cure period (the earlier of two business days prior to the Outside Date and 30 days after notice) if curable.

Waiver of Stay

• The Buyer is ready, willing, and able to close the sale, and time is of the essence in closing the transaction. Because the Encumbrances will attach to the sale proceeds, the Debtors submit that there is no prejudice to creditors by having the order become effective immediately upon its entry.
• Accordingly, the Debtors request a waiver of the 14-day stay requirement under Bankruptcy Rule 6004(h), such that the order shall not be stayed for 14 days after its entry and shall be effective immediately upon entry.

Key Dates

• Petition Date: November 22, 2025
• Agreement Date: July 14, 2026
• Motion Dated: July 15, 2026
• Outside Date (Closing Date to occur on or before): August 31, 2026

Private Sale of Google Antitrust Claims Summary

Parties Involved

• Seller: American Signature, Inc. ("ASI"), an Ohio corporation and a debtor and debtor in possession in the chapter 11 cases of ASI and eight affiliated debtors, jointly administered under Case No. 25-12105 (JKS) in the U.S. Bankruptcy Court for the District of Delaware. ASI is the sole seller under the Agreement, which conveys ASI's own claims (as supplemented by the claims conveyed to ASI by Schottenstein Stores Corporation under the related Bill of Sale); no affiliated debtor is a party. The Debtors' business address is 4300 E. 5th Avenue, Columbus, OH 43235.
• Buyer: identity redacted in the filed Claim Sale and Purchase Agreement (the "Agreement").
  • The Court found that the Buyer is an independent third-party purchaser and is not an "insider" or "affiliate" of the Debtors as defined in section 101 of the Bankruptcy Code.
  • The Agreement was negotiated and entered into in good faith and from arm's-length bargaining positions, and the Buyer is entitled to the protections of a good faith purchaser under section 363(m) of the Bankruptcy Code.
• Schottenstein Stores Corporation ("SSC"), an Ohio corporation, as seller under a related Bill of Sale conveying its Google claims to American Signature, Inc. as purchaser, in each case only to the extent SSC has an interest and only to the extent transferable under applicable law and SSC's own agreements. ASI is an affiliate of Schottenstein.
• Keller Postman LLC ("Keller" or "Multi-Plaintiff Counsel") is coordinating the prosecution of claims against Google on behalf of the Seller and other potential plaintiffs (collectively, the "Class").

Assets Being Sold

• The Seller is selling an undivided 100% beneficial participation interest in all of its right, title and interest in and to any and all claims and causes of action held against Google LLC and its affiliates (the "Claim"), including claims arising from Google's violation of Sherman Act §§ 1 and 2 as enumerated in:
  • United States of America, et al. v. Google LLC (Case No. 1:23-cv-108), U.S. District Court for the Eastern District of Virginia, April 17, 2025;
  • United States of America, et al. v. Google LLC (Case No. 20-cv-3010), U.S. District Court for the District of Columbia, Aug. 5, 2024; and
  • State of Colorado, et al. v. Google LLC (Case No. 20-cv-3715), U.S. District Court for the District of Columbia, Aug. 5, 2024.
• The Claim arises from payments made by the Seller to Google for advertising services purchased under Google's Advertising Program Terms and any other relevant contract for such services, in an amount no less than the "Google Spend Amount" set forth on Schedule A-1. The Agreement was attached to the Sale Order without its Schedules other than Schedule B (Purchase Price), so the Google Spend Amount (Schedule A-1), the supporting materials (Schedule A-2), the Keller engagement (Schedule A-3) and the wire instructions (Schedule C) are not in the public record.
• The interests conveyed (collectively, the "Participated Rights") include:
  • All rights to receive amounts paid or payable in respect of the Claim, including interest, penalties, expenses, fees and damages;
  • All supporting documentation and materials, including invoices, receipts, terms of service and the Google Program Terms (the "Supporting Documents"), which include the SSC Bill of Sale, provided that the Seller may retain copies as reasonably required for accounting or tax purposes or in connection with the Bankruptcy Case;
  • All cash, securities or other property received, distributed or payable on account of the foregoing, net of allowable deductions; and
  • All proceeds of the foregoing.
• The Court found that the Google Claims, Participation and Participated Rights constitute property of the Debtors' estates, and that title thereto is vested in the Debtors' estates, within the meaning of section 541(a) of the Bankruptcy Code.
• The sale is deemed an absolute and unconditional sale for purposes of collection and satisfaction and does not create a debtor-creditor relationship, loan or financing. From and after the Closing Date, the Buyer is the sole beneficial owner of the Claim and the Participated Rights and, upon settlement of the transactions, holds a true-sale beneficial interest in the Claim; unless and until the Buyer becomes the full legal title holder and record owner, the Seller holds the Claim solely for and on behalf of the Buyer.

SSC Bill of Sale

• As a condition to closing, SSC and the Seller must execute and deliver a Bill of Sale, dated as of the Sale Approval Date, under which SSC conveys to American Signature, Inc. its right, title and interest in the corresponding Google claims and causes of action — but only to the extent SSC has any interest therein and only to the extent those interests may be sold under applicable law and under any agreements to which SSC is a party — solely to the extent on account of the invoices listed on Exhibit A thereto and any other payments made by or on behalf of the purchaser to Google for advertising services on or after Jan. 1, 2016 through the date of the Bill of Sale, together with the related rights to payment, supporting documents, property and proceeds (collectively, the "Transferred Assets"). The invoice schedule spans invoices dated July 31, 2015 through Aug. 31, 2024; the earliest listed invoices predate the Jan. 1, 2016 cut-off that governs the residual "any other payments" category.
• SSC must promptly deliver to Google a notice, substantially in the form of Exhibit B to the Bill of Sale and executed by both SSC and ASI, of the assignment of SSC's rights under the Google LLC Advertising Program Terms in respect of invoices with Billing ID 4810-4030-9427 and 2702-6572-1604 and any other invoices paid or payments made by or on behalf of ASI to Google for advertising services. The Buyer's obligation to close is conditioned on its receipt of a copy of that notice.
• The Transferred Assets are conveyed on an "as is," "where is" basis, with SSC making no representations or warranties of any kind.
• The purchaser agrees to be bound by the Google Program Terms; SSC remains liable for its obligations thereunder related to the Transferred Assets to the extent the purchaser defaults, solely to the extent of SSC's obligations arising prior to giving effect to the Bill of Sale.
• The purchaser must reimburse SSC for all reasonable and documented costs and expenses incurred in connection with the negotiation, execution and delivery of the Bill of Sale, including out-of-pocket counsel fees; the transfer is expressly conditioned upon reimbursement of all such costs invoiced on or before the date of the Bill of Sale. The purchaser also indemnifies SSC, its affiliates and their respective officers, directors, employees, agents and independent contractors against all claims, demands, penalties, losses, liabilities and damages arising directly or indirectly from the Bill of Sale, the transactions contemplated thereby, SSC's performance or the assertion of the Claim by the purchaser or any successor or assignee, except in cases of bad faith, gross negligence, willful misconduct or fraud by the indemnified party.
• SSC must execute such further documents and take such further acts as the purchaser reasonably requests to confirm the purchaser's (or its successors', assigns' or participants') ownership of the Transferred Assets if that ownership is challenged by a third party, with the purchaser reimbursing SSC's reasonable and documented costs, including counsel fees; SSC need not take any action that in its reasonable determination would violate law or result in liability or expense to SSC or its affiliates absent adequate indemnity. SSC may offset undisputed amounts it holds for the purchaser against undisputed amounts the purchaser owes it, on prompt written notice of the offset.
• The purchaser may assign, participate or transfer its rights under the Bill of Sale without SSC's consent only to a subsequent purchaser, assignee or participant in the Transferred Assets, and only if that party expressly assumes all of the purchaser's obligations; such a party need not assume costs, expenses or indemnity obligations incurred by SSC before it became a transferee, and SSC must use commercially reasonable efforts to consult with it before incurring more than $10,000 of such assumed amounts. SSC may not assign or delegate without the purchaser's prior written consent. The Bill of Sale confers no third-party beneficiary rights and may be amended, terminated or waived only by a writing signed by both parties.
• The Bill of Sale becomes effective only upon entry of a Bankruptcy Court order approving it, in form and substance reasonably satisfactory to each party, in full force and effect and not modified, vacated or stayed.
• The order authorizes the Debtors to enter into and perform under the SSC Bill of Sale, including payment of SSC's costs and expenses in connection with its negotiation, execution and delivery.

Purchase Price

• Purchase Price: $5,757,165.65, as set forth on Schedule B to the Agreement.
• The Buyer must deliver the Purchase Price, calculated in accordance with Schedule B, by wire transfer of immediately available funds to the Seller's account set forth on Schedule C (not filed), within three business days after the later of (a) execution of the Agreement by both parties and (b) satisfaction of the closing conditions in Sections 5 and 6. The date the Purchase Price is paid is the Closing Date.
• The Buyer represents that it has, and will have at Closing, sufficient cash in immediately available funds to pay the Purchase Price.
• "Business Day" excludes Saturdays, Sundays and any other day on which commercial banks are required or permitted by law to close in the State of New York, London (England) or Luxembourg.
• The Court found that the Purchase Price is reasonable, represents fair value for the purchased assets, and that the sale may not be avoided under section 363(n) of the Bankruptcy Code.
• Except as otherwise provided in the Agreement, each party bears its own expenses in connection with the negotiation, execution and consummation of the transactions.

Sale Process and Court Findings

• The Debtors sought approval of a private sale pursuant to sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rules 2002 and 6004, and Local Rule 6004-1, supported by the Morando Declaration; the Court granted the motion by order entered July 31, 2026 (Docket No. 986; Ref. Docket Nos. 937, 938). Under the Agreement, the Debtors were required to file the sale motion and a form of Sale Approval Order reasonably satisfactory to both parties; the date the order is entered and recorded is the "Sale Approval Date."
• The Court found the sale process was non-collusive, fair and reasonable, conducted in good faith and from arm's-length bargaining positions, and that neither the Debtors nor the Buyer engaged in conduct that would permit the sale to be avoided under section 363(n).
• The Court found that consummation of the sale is legal, valid and properly authorized under all applicable provisions of the Bankruptcy Code, including section 363(f), and that the terms of the Agreement — including the Expense Reimbursement and the Buyer's Security Interest — are an appropriate exercise of the Debtors' business judgment.
• The Court found that the relief is in the best interests of the Debtors, their estates and their creditors; that this is a core proceeding under 28 U.S.C. § 157(b)(2) in which the Court may enter a final order consistent with Article III; and that notice of the motion and the opportunity to object or be heard were due and adequate, with no further notice required.
• The order is a final order within the meaning of 28 U.S.C. § 158(a); the Court found no just reason for delay, directed entry of judgment on the date of the order, and provided that the appeal period commences upon entry. The order is effective and enforceable after entry as provided by Bankruptcy Rule 7062 and, together with its findings, binds all parties to the Agreement.
• Reversal or modification on appeal will not affect the validity of the sale, and all obligations incurred prior to any stay, modification, reversal or vacatur will continue to be governed by the original provisions of the order.
• Any objections to the sale not withdrawn, waived, adjourned or settled are overruled and denied in all respects.

Sale Free and Clear & Successor Liability

• Effective upon the Closing, the Google Claims, Participation and Participated Rights transfer to the Buyer free and clear of all liens, charges, easements, title defects, encumbrances, encroachments, hypothecations, security interests, claims, interests, leases, pledges, options or agreements to purchase, lease or otherwise acquire any interest, rights of first refusal or first offer, sales agreements, mortgages, proxies, voting trusts, restrictions of any kind (including restrictions on title, transfer, voting, receipt of income or use), and adverse claims of ownership or use and adverse monetary claims of any kind, including all "Claims" as defined in section 101(5) of the Bankruptcy Code, in each case whether arising before or after the date of the order and to the fullest extent permitted by applicable law (collectively, "Encumbrances"), other than claims of Multi-Plaintiff Counsel under the terms of its engagement.
• All Encumbrances asserted in connection with the assets will attach to the sale proceeds in the same order of priority and with the same validity, force and effect as prior to the sale, subject to any claims and defenses of the Debtors' estates.
• Neither the Buyer nor its affiliates, successors or assigns will be deemed a legal or other successor to any of the Debtors, to have merged with or into any Debtor, or to be a mere continuation or substantial continuation of any Debtor or its enterprise or operations.

Bid Protections

• Expense Reimbursement: if (a) the Buyer terminates under Section 9(d) or (b) the Seller completes a sale of all or substantially all of the Claim to a third party (other than the Buyer) prior to termination in breach of its covenants and obligations, then in either case — but only upon consummation of a sale of all or substantially all of the Claim to a third party, and solely out of the proceeds of that sale — the Seller must pay the Buyer, in cash or other immediately available funds, the documented costs and expenses reasonably incurred by the Buyer in connection with the Agreement, capped at 3% of the Purchase Price.
• The Expense Reimbursement is treated as an administrative expense claim in the Bankruptcy Case and is payable within three business days following the Seller's receipt of the third-party purchase price proceeds. The provision survives termination of the Agreement.
• Break-Up Fee: None. The Agreement provides for no break-up or termination fee; the Expense Reimbursement is the only bid protection.

Buyer's Security Interest and True Sale

• The parties expressly intend the transaction to be, and to be treated for all purposes as, a true sale of the Claim, and in no event may the Participation be construed as a loan from the Buyer to the Seller.
• If a court of competent jurisdiction nonetheless deems the transaction a loan or other financing arrangement, or if the transactions are determined void or invalid, the Seller grants the Buyer, effective on the Closing Date, a first priority continuing security interest in and lien on all of its right, title and interest in the Claim, any Distributions and related rights, and the Agreement will constitute a security agreement under applicable law. The security interest does not extend to the funds constituting the Purchase Price.
• The order provides that, effective upon payment of the Purchase Price and subject to the Agreement, the Debtors grant the Buyer's Security Interest, which is deemed properly perfected without the necessity of filing UCC-1 financing statements or any other documentation. (The Agreement conditions the grant on a recharacterization of the sale, while the order states it as effective upon payment; to the extent of any inconsistency, the order governs.) The Seller separately authorizes the Buyer to file financing statements in any jurisdiction the Buyer designates and to take other perfection steps following the Closing.
• The security interest is not the Buyer's sole remedy, and the Seller is not relieved of its obligations to remit Distributions or other amounts due.

Assumed Liabilities

• The Buyer assumes all obligations of the Seller under the SSC Bill of Sale arising on or after the Agreement Date (July 14, 2026), in accordance with the terms of the Bill of Sale.
• Except as expressly set forth in the Agreement, the Buyer is not assuming and will not be responsible for any obligations or liabilities of the Seller or its affiliates in connection with the Claim, the Participated Rights or the Supporting Documents.

Conditions Precedent

• The Buyer's obligation to close, including delivery of the Purchase Price, is conditioned upon:
  • Receipt of the Sale Approval Order, in form and substance reasonably satisfactory to the Buyer, unstayed and in full force and effect;
  • The Seller's execution and delivery of a power of attorney substantially in the form of Exhibit A;
  • The Seller's representations and warranties being true and correct in all material respects as of the Closing Date;
  • Execution and delivery by the Seller and SSC of the Bill of Sale substantially in the form of Exhibit B, together with a copy of the related notice delivered to Google; and
  • The Seller's compliance in all material respects with all covenants required to be performed on or before the Closing Date.
• The Seller's obligation to close is conditioned upon receipt of the Sale Approval Order in form and substance reasonably satisfactory to the Seller, unstayed and in full force and effect; the accuracy in all material respects of the Buyer's representations and warranties as of the Closing Date; and the Buyer's compliance in all material respects with its covenants.
• Each party must use best efforts to satisfy the closing conditions expeditiously and to cause the Closing to occur no later than two business days following entry of the Sale Approval Order. This is a best-efforts covenant rather than an absolute deadline, and it runs alongside the separate Section 4 obligation to fund the Purchase Price within three business days after the later of full execution and satisfaction of the closing conditions.

Selected Seller Representations and Warranties

• The Seller is the sole legal and beneficial owner of, and has good legal, beneficial and marketable title to, the Claim and the other Participated Rights, free and clear of any legal, regulatory or contractual restriction on transfer or resale and of Encumbrances, and will transfer good and marketable title to the Buyer free and clear of Encumbrances.
• Other than the enumerated Google actions, or as may be required to collect the Claim through appropriate proceedings, the Claim is not subject to any action, right of setoff, recoupment, reduction, impairment, avoidance, disallowance, clawback, subordination or preference action.
• No Prior Sale: the Seller has not previously sold, transferred, assigned, participated or otherwise encumbered the Claim or the Participated Rights, nor agreed to do so, excluding Encumbrances discharged or to be discharged pursuant to the approval order.
• No Payments: no payment or distribution has been received by or on behalf of the Seller in full or partial satisfaction of the Claim. Other than Keller's contingency fee, no law firm is entitled to contingency or success fees with respect to the Claim, and the Seller covenants not to grant any such rights post-closing without the Buyer's prior written consent, in the Buyer's sole discretion. A copy of the current Keller engagement detailing the contingency fee is attached as Schedule A-3.
• No Proceeds Sharing: the Seller is not bound by any agreement or obligation to share any portion of the proceeds or any Distributions from enforcement of the Claim with any person or entity other than Multi-Plaintiff Counsel in accordance with the terms of its engagement.
• No Objections; No Third-Party Claims: to the Seller's knowledge, no objection to the Claim has been filed or threatened, except for defenses asserted in public court filings, and the Seller has received no notice of any third-party claim asserting rights to the Claim or any Distributions.
• Direct Purchaser: the Seller was the direct purchaser from Google of all advertising services in connection with the Claim and did not use an intermediary or agent.
• Obligations/Actions: the Seller has not engaged and will not engage in any act, conduct or omission — including by virtue of owing amounts or property to Google in connection with the Claim — or maintain any relationship, that would materially reduce, impair or adversely affect the Claim or the Participated Rights, or cause the Buyer to receive proportionately less in payments or distributions, or less favorable treatment, than holders of similar claims.
• Compliance with Law; Consents: to its knowledge the Seller has not breached any law, regulation or rule applicable to it in a way that would reduce or impair the Claim or any distribution receivable by the Buyer, and other than the Sale Approval Order no consent, approval, order, authorization, registration or notice to any Governmental Authority or other person is required for the Seller to perform.
• Schedule A-1 is true, complete and correct in all material respects and provides an itemized statement of every invoice the Seller received from Google with respect to the Claim, including each invoice's amount, its date, and the date the Seller paid it.
• Supporting Documents: the Seller has provided true, accurate and complete copies of all Supporting Documents in its possession, including all invoices related to the Claim and the Google Program Terms; Schedule A-2 contains an extract from a filed pleading for the Seller's Claim, with the Google Program Terms attached as an exhibit; and the Seller is aware of no other documents, agreements, notices, correspondence or information that materially and adversely affect, or could materially and adversely affect, the Claim.
• Seller's Diligence: the Seller has completed an investigation of all data, documents and other materials relevant to the Claim and provided all such Claim Material in its possession to the Buyer, and will provide newly identified Claim Material as soon as practicable.
• Irrevocable Sale: the sale is irrevocable, and following the Closing the Seller has no recourse to the Participation or Participated Rights, or to the Buyer except for the Buyer's breaches of its express representations, warranties or covenants.
• Except for the express representations, warranties, covenants and agreements made in the Agreement, the Participation is sold on an "as is, where is" basis.
• The representations and warranties of both parties expire upon the earlier of the Closing Date and termination of the Agreement; covenants and agreements to be performed following execution survive.
• The Buyer's representations are customary — organization and good standing, authority and enforceability (subject to bankruptcy and equitable-principles qualifications), no violation, no required consents other than the Sale Approval Order, availability of funds, and non-reliance — and the Buyer acknowledges that the Seller makes no representations beyond those expressly given in Section 7. Both parties represent that they are sophisticated, dealing at arm's length, and not relying on the other for investment advice.

Power of Attorney

• Effective upon the Closing, the Seller irrevocably appoints the Buyer as its true and lawful attorney-in-fact to act in the Seller's name to demand, sue for, compromise and recover all sums due on account of the Claim, with full authority to enforce the Claim, including endorsement of any checks constituting Distributions and instruction of Multi-Plaintiff Counsel or other advisors.
• The power of attorney extends to, among other things, commencing and prosecuting proceedings; retaining, instructing, discharging and substituting counsel, experts or agents; executing and filing pleadings, settlements, releases and assignments; receiving, endorsing and depositing judgments, awards, settlements and proceeds; filing, prosecuting, voting or withdrawing proofs of claim and objections in any bankruptcy event; discharging liens and encumbrances against the Claim; and directing payors to remit amounts directly to the Buyer.
• The power of attorney is coupled with an interest, is irrevocable, and survives any bankruptcy, insolvency or dissolution of the Seller. It may be transferred or assigned to one or more Assignees without the Seller's consent or notice.
• Any person to whom the power of attorney is presented may rely on it without further inquiry and is not required to seek confirmation from the Seller as to the attorney-in-fact's authority or the existence or fulfillment of any condition; the Seller irrevocably waives any right to sue any person or entity that acts in reliance on or acknowledges the authority granted under it. The power of attorney also contains its own jury-trial waiver and expressly validates electronic signatures.
• Exhibit A to the Agreement is the form of power of attorney; the version in the filed record is unexecuted and undated, to be executed and delivered by the Seller as a condition to the Buyer's obligation to close.
• The order lifts the automatic stay under section 362 of the Bankruptcy Code to permit the Buyer to take actions permitted under the Agreement, including the exercise of its rights as attorney-in-fact under Section 13 of the Agreement.
• The power of attorney is governed by New York law, with exclusive jurisdiction in the federal and state courts located in the State of New York, Borough of Manhattan.

Distributions and Payments

• Any payments, distributions or other items of value received by the Seller in respect of the Claim — whether cash, securities, attorney's fees, settlements or other property, and whether by setoff or otherwise — constitute property of the Buyer, to which the Buyer has an absolute right, on a net basis solely to the extent reduced by deductions for amounts paid or payable to Multi-Plaintiff Counsel or Buyer's Counsel for which the Buyer is responsible (a "Reduced Distribution").
• The Seller must hold any such Distribution in trust in a segregated account and deliver it to the Buyer, at the Seller's own expense and in the same form received, together with any endorsements or documents necessary to transfer the property, as soon as reasonably practicable and in any event no later than two business days following receipt; checks must be promptly endorsed to the Buyer's order, and cash payments are made by wire transfer to the Buyer's account on Schedule C unless the Buyer gives a written direct payment notice.
• For any Reduced Distribution, the Seller must advise the Buyer of the gross amount and account for all reductions, including any costs, expenses or contingency fees netted off by counsel.
• Payments must be made free and clear of, and without deduction or withholding for, tax, unless required by applicable law, in which case the amount is grossed up so the Buyer receives the sum it would have received absent the withholding.

Post-Closing Arrangements

• The Seller retains responsibility to act as the direct party to prosecute, enforce and defend the Claim and any related disputes or objections, and must take all reasonable actions to preserve and enforce its rights and remedies, satisfying that obligation by cooperating with the Buyer, Multi-Plaintiff Counsel or any replacement counsel ("Buyer's Counsel").
• The Seller must take all reasonable actions directed by the Buyer, Multi-Plaintiff Counsel or Buyer's Counsel to promptly enforce, preserve, protect and maximize the Buyer's rights to distributions and payments on the Claim — including filing and commencing actions before any Governmental Authority and pursuing other administrative or judicial remedies — and may not fail to take, or delay taking, any such action without the Buyer's prior written consent.
• The Buyer has exclusive control over all decision-making in connection with the enforcement and preservation of the Claim, including any settlement and the right to participate in related discussions and negotiations. The Seller may not compromise, settle or modify the Claim or the Google Spend Amount without the Buyer's prior written consent.
• The Seller may not take any action inconsistent with the Buyer's ownership of the Claim, whether before or after any Elevation, and must reasonably cooperate with and assist the Buyer in connection with any proceeding, deposition or investigation relating to the Claim and the Participated Rights, using commercially reasonable efforts to cause its affiliates, employees, advisors and any other individuals with knowledge of the Claim to assist and be made available.
• The Seller must deliver drafts of all material pleadings, motions and other documents received from counsel within two business days, and copies of all filed pleadings within two business days of receipt; the Buyer has the right to review, comment on and consent to such materials to the same extent as the Seller.
• The Seller must promptly deliver to the Buyer any material information, communications or notices received in respect of the Claim or the Participated Rights on or after the Agreement Date — including anything relating to a claim, action, suit or proceeding by an affiliate, customer, vendor, law firm or other third party asserting rights to the Claim, and any communication from a Governmental Authority — and must notify the Buyer in writing immediately, and in any event within two business days, of any objection to or dispute of the Claim or the Google Spend Amount.
• At the Buyer's request, the Seller must issue irrevocable written directions — in form and substance satisfactory to the Buyer in its reasonable discretion — to Multi-Plaintiff Counsel, other advisors or any third party entitled to receive proceeds, directing payment as the Buyer instructs, and must, at the Buyer's request and expense, file forms with any Governmental Authority or other third party necessary to cause the Buyer rather than the Seller to directly receive recoveries from Google or any other party remitting proceeds.
• The Seller may not voluntarily dismiss or elect not to pursue material rights or remedies related to the Claim, or fail to exhaust potential appeals following an adverse ruling, in each case at the Buyer's sole cost and expense if so directed by the Buyer.
• No-shop: from the Agreement Date until termination, the Seller must cease all discussions with third parties regarding any sale of an interest in the Claim, though it may respond to inquiries subject to compliance with the Agreement.
• Retained counsel: the Buyer acknowledges the Seller has retained Keller and that, as one of many plaintiffs represented by Multi-Plaintiff Counsel, neither party may have the ability to cause Keller to file proceedings or pursue any particular remedy. The Buyer has the unconstrained right to instruct the Seller to change counsel from Keller to any other counsel it selects; following any such change, the Buyer remains responsible for fees owed to Keller incurred from the Closing Date.
• Expenses: from and after the Closing Date, the Buyer bears all fees, professional fees and documented out-of-pocket costs and expenses incurred by the Seller at the Buyer's direction, or by the Buyer, related to the Claim, including contingency fees payable to Multi-Plaintiff Counsel or Buyer's Counsel and the costs of retaining employees, professionals or consultants necessary for the Seller to comply with its obligations following the wind-down of its operations. The Buyer is not responsible for costs relating to general case monitoring or otherwise not specifically related to the Claim. The order likewise provides that the Buyer is responsible for all fees, costs and expenses, including contingency fees, incurred by the Debtors under the Agreement.
• Continued existence: the Seller covenants not to dissolve, and the order directs the Debtors to continue the corporate existence of American Signature, Inc. — including following effectiveness of any plan of reorganization or liquidation or any conversion to chapter 7 — until the Buyer receives all proceeds of the Google Claims or the claims are irrevocably withdrawn, discontinued, dismissed with prejudice or finally determined by non-appealable order to be incapable of yielding further proceeds.
• Retention of counsel: the Debtors are authorized to continue the retention of Keller Postman LLC and such other counsel or professionals as the Buyer may direct, without further application to or order of the Court.
• Elevation: upon the Buyer's request following the Closing, the Seller must use commercially reasonable efforts to cause the Buyer or any Assignee to become the legal holder of record of the Claim and Participated Rights, unless an Elevation would contravene applicable law. The Seller has no right to seek an Elevation without the Buyer's prior written consent, in the Buyer's sole discretion, and holds sole legal and record title for the Buyer's benefit until the Elevation Date. The Seller's post-closing covenants survive any Elevation.

Assignment and Transfer

• The Buyer may assign, participate, subparticipate or transfer the Claim, the Participation and its rights without the Seller's consent, provided that the Buyer is not released from its obligations without the Seller's prior written consent, not to be unreasonably withheld, delayed or conditioned.
• The Seller may not assign its rights or delegate its obligations without the Buyer's prior written consent, except that no consent is required for an assignment to any chapter 7 trustee, liquidation trust or other successor of the Debtors in the Bankruptcy Case.
• The Buyer's obligations assumed under the SSC Bill of Sale carry their own, narrower transfer conditions, described above under "SSC Bill of Sale."
• The order binds any successors or assigns of the Debtors, including any successor entity under a plan of reorganization or liquidation and any chapter 7 trustee appointed in the cases.

Termination

• The Agreement may be terminated prior to the Closing Date:
  • By mutual written consent of the Seller and the Buyer;
  • By either party if the Bankruptcy Court states unconditionally that it will not enter the Sale Approval Order, subject to the terminating party not having caused the event through its own material breach;
  • By either party if the Closing has not occurred on or before Aug. 31, 2026 (the "Outside Date"), subject to the terminating party not having caused the failure and to extension by mutual written agreement, including by email;
  • By the Buyer upon a breach by the Seller of any covenant or agreement, or if any Seller representation or warranty becomes untrue, in each case that the Buyer reasonably determines could have a material adverse effect on the Claim; or
  • By the Seller upon a breach by the Buyer, or if any Buyer representation or warranty becomes untrue, in each case that the Seller reasonably determines could have a material adverse effect on the Buyer's ability to consummate the transactions or would cause the Section 6 conditions not to be satisfied prior to the Outside Date.
• Curable breaches must remain uncured until the earlier of two business days prior to the Outside Date and 30 days after notice of the breach, and neither party may exercise its breach-based termination right while itself in material breach.

Confidentiality

• Until the Agreement is filed with the Bankruptcy Court in connection with the sale approval motion, the details of the transactions (other than the total amount and type of Distributions received by the Seller) remain confidential, subject to customary exceptions including disclosure required by law, court or regulation, to banking or regulatory authorities, as advisable to implement or enforce the transactions, to affiliates and professional advisors bound by the same terms, and to the professional representatives of the unsecured creditors committee and their advisors.
• The Buyer may also disclose the transaction details to actual or potential transferees who agree to maintain confidentiality.

Governing Law and Jurisdiction

• The Agreement and the SSC Bill of Sale are governed by the laws of the State of California, without regard to conflicts of law principles; the power of attorney is the exception, governed by New York law.
• Disputes are to be resolved in the Bankruptcy Court, to whose exclusive jurisdiction the parties submit; to the extent the Bankruptcy Court is unwilling or unable to hear a dispute, the parties submit to the exclusive jurisdiction of the federal or state courts of California. Each party waives its right to a jury trial.
• The Court retains exclusive jurisdiction to construe and determine disputes under the order, to enforce and implement the Agreement and related agreements, and to resolve any disputes arising under or related to the sale.
• To the extent of any inconsistency between the order and the Agreement or ancillary documents, the terms of the order govern, and the failure to include any particular provision of the Agreement or related documents in the order does not diminish or impair that provision — the Court having intended to approve the Agreement and all related documents in their entirety. The Agreement and related documents may be modified, amended or supplemented by the parties without further order of the Court, provided any such change is consistent with the order and does not adversely affect the Debtors' estates. As between the parties, the Agreement may be amended only by a writing signed by both, and any term may be waived only by a writing signed by the party charged; the Agreement is deemed jointly drafted, so ambiguities are not construed against either party.

Key Dates

• Claim Sale and Purchase Agreement entered into as of July 14, 2026 (the "Agreement Date")
• Sale Order entered: July 31, 2026 (Hon. J. Kate Stickles, Wilmington, Del.) — the "Sale Approval Date," which is also the date as of which the SSC Bill of Sale is dated
• Closing: the parties must use best efforts to cause the Closing to occur no later than two business days following entry of the Sale Approval Order; separately, the Purchase Price is payable within three business days after the later of full execution and satisfaction of the closing conditions, and the Closing Date is the date the Purchase Price is actually paid
• Outside Date: Aug. 31, 2026, extendable by mutual written agreement
• Invoices underlying the SSC Bill of Sale: dated July 31, 2015 through Aug. 31, 2024; the residual "any other payments" category runs from Jan. 1, 2016 through the date of the Bill of Sale
• Appeal period: commenced upon entry of the order on July 31, 2026; the order is a final order within the meaning of 28 U.S.C. § 158(a)
• The 14-day stay under Bankruptcy Rule 6004(h) is waived; the order is effective immediately upon entry and the parties are authorized to close immediately, with time of the essence and the parties intending to close as soon as practicable