Ample - Chapter 11 APA Summary

Section 363 Sale Order / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Ample, Inc., a Delaware limited liability company, and Ample Texas EV, LLC, a Texas limited liability company (together, the "Debtors")
• Purchasers (joint bid):
  • Transform AMP, LLC, a Delaware limited liability company
  • Twelve Bridge Capital, LLC, a Delaware limited liability company, in its capacity as DIP Lender
• Neither of the Purchasers, nor any of their affiliates, members, controlling partners, officers, directors, principals, or shareholders is an "insider" of the Debtors as defined in Bankruptcy Code section 101(31). No common identity of directors, managers, controlling partners, shareholders, or members exists between the Debtors and the Purchasers.
• The Debtors, acting through CRO John D. Baumgartner, their advisors, or other authorized representatives, have all necessary power and authority to execute and deliver the Asset Purchase Agreement, consummate the Sale Transaction, and execute any documents necessary to effectuate the transaction.

Assets Being Sold

• The Debtors' intellectual property and related tangible property, sold on an "as is, where is" basis, free and clear of liens, claims, interests, and encumbrances pursuant to sections 363(f) and 363(k) of the Bankruptcy Code. The Purchased Assets include:
  • Tangible assets identified on Schedule A, including all servers, electronic storage devices, and computers upon which the Intellectual Property is stored, as well as all physical papers, drawings, manuals, instruction guides, and similar documentation describing the Intellectual Property
  • All Debtor-owned intellectual property, including without limitation all trademarks, service marks, patents, copyrights, trade secrets, software, firmware, know-how, processes, methods, industrial designs, and associated goodwill
  • All web domains of the Debtors, including ample.com and getample.com
  • All internally developed software, including all code, source code, and related documentation
  • All patent applications and patents in which the Debtors have an ownership interest
  • All trademarks and trade names of the Debtors
  • All copyrights of the Debtors
  • All trade secrets, including proprietary algorithms, calibration data, and optimization models
  • All designs and configurations owned by the Debtors
  • Promotional and marketing source and production materials
  • Claims against any third party arising from the Intellectual Property (conveyed to the Purchaser)
  • Claims against any current or former officers and/or directors (or any others subject to coverage under any Debtor D&O insurance policy), conveyed solely to the DIP Lender, subject to certain limitations and releases
  • Any licenses, account information, passwords, keys, or the like necessary to access or utilize the Intellectual Property
• The Purchaser and DIP Lender assume no liabilities associated with the Assets or the Debtors except as expressly set forth in the Agreement.

Excluded Assets

• Any claims not conveyed under the Agreement, insurance payments or policies, tax refunds, and litigation claims that do not arise from the Intellectual Property
• Claims for refunds or payments from governmental entities, rights to contribution or indemnity, rights to contractual guarantees or setoffs, claims or receivables based on actions of affiliates, intercompany receivables, cash, money on deposit, certificates of deposit, bonds, claims to payment from or by a surety, and/or rights to sue
• Any non-Debtor-owned tooling marked as customer-owned property
• Any non-Debtor-owned intellectual property in the possession of the Debtors
• Any accounts, commercial paper, or cash-on-hand of the Debtors
• Personal effects and belongings of all employees of the Debtors

Purchase Price and Consideration

• The purchase price consists of a $2,000,000 credit bid by the DIP Lender, structured as a discharge of $2,000,000 of the then-outstanding obligations under the superpriority secured priming multi-draw term loan debtor-in-possession facility between the Debtors and the DIP Lender, plus payment of any Cure Amounts for the Designated Assigned Contracts.
• The Court found the consideration constitutes (a) fair and reasonable consideration, (b) the highest and otherwise best offer for the Purchased Assets received by the Debtors, and (c) reasonably equivalent value under the circumstances.
• The Court further found that, in light of the Debtors' marketing efforts and the absence of higher or better bids, the DIP Lender's bid reducing its loan in conjunction with the other consideration given represents the only viable transaction available to monetize the Purchased Assets and maximize their value for the estates.
• The absence of cash consideration does not negate the DIP Lender's or Transform AMP, LLC's status as good faith purchasers, and the totality of the consideration provided is sufficient to support the Sale Transaction.
• The Purchaser may elect, in its sole and absolute discretion, to allocate the Purchase Price among one or more of the Assets.

Joint Bid Structure

• The Asset Purchase Agreement reflects a joint bid by the Purchasers, pursuant to which the DIP Lender is providing consideration through a credit bid and reduction of the DIP Loan balance under section 363(k) of the Bankruptcy Code and, in exchange, will receive certain consideration from Transform AMP, LLC.
• In exchange for the DIP Lender making the credit bid, Transform AMP, LLC is required to deliver to the DIP Lender a fully executed secured convertible promissory note, effective as of the Closing Date. The Court approved Transform AMP, LLC's issuance of the note and entry into the related Loan Documents (including the Security Agreement, Intellectual Property Security Agreement, and Restrictive Covenants Agreement).
• The joint bid structure was fully disclosed, negotiated in good faith, and does not constitute collusion or improper conduct under section 363(n) of the Bankruptcy Code.
• Transform AMP, LLC shall be solely responsible for (except for Claims transferred exclusively to the DIP Lender) all costs, expenses, liabilities, and obligations arising from or related to the ownership, use, or operation of the Purchased Assets, the operation of the associated business, and the consummation and implementation of the Sale Transaction. The DIP Lender shall have no liability or responsibility for any such post-Closing costs, expenses, liabilities, or obligations.

Credit Bid

• Pursuant to sections 363(k) and 363(b) of the Bankruptcy Code, the credit bid was found to be a valid and proper bid as contemplated under the Asset Purchase Agreement and the Bidding Procedures.
• Upon the Closing, the $2,000,000 portion of the DIP Lender's loan constituting the credit bid shall be discharged.
• In the event the Agreement is terminated for any reason or the Purchaser is not the ultimate purchaser of the Assets, the DIP Lender shall have no obligation to consummate or effect the discharge of all or any portion of the Purchase Price.

Release and Limitation on Certain Claims

• Upon the DIP Lender's acquisition of Claims against current and former directors, officers, and employees:
  • Claims against current directors, officers, and employees shall be released in any amount in excess of the Debtors' insurance coverage and limited to recovery only from such insurance proceeds. Recoveries from all such Claims shall be paid to the Estate, with the DIP Lender waiving any interest in the proceeds thereof. For this purpose, 'current' means holding such role as of the Petition Date and, by express designation in the Agreement, also includes Bilal Khan and Robert Linck.
  • Such Claims shall be reconveyed to an Estate Representative if demanded before the earlier of (1) the entry of a Final Decree in the Bankruptcy Cases or (2) one year after the Effective Date.
  • Claims against John de Souza are transferred to the DIP Lender without a duty to reconvey to an Estate Representative, may be compromised or pursued by the DIP Lender in its sole discretion if the DIP Claim remains outstanding, and proceeds are paid directly to the DIP Lender to reduce the then-outstanding DIP Claim (or to the Estate if the DIP Claim is satisfied).
  • Proceeds of any Claims related to federal or state WARN Act violations and/or violations of any relevant labor codes, including the California Labor Code, shall be paid to the Estate, with the DIP Lender waiving any interest in those proceeds.

Bidding Process and Marketing

• On Jan. 12, 2026, the Bankruptcy Court entered the Procedures Order approving the bidding procedures in connection with the sale of the Assets, scheduling an auction and sale hearing, and granting related relief.
• In accordance with the Bidding Procedures and the Notice of Modified Sale Process and Extension of the Bid Deadline, the Debtors and their advisors engaged in a closed-bid process that the Court found was sufficient under the circumstances, fair, non-collusive, and reasonably calculated to obtain the highest or otherwise best value for the Purchased Assets obtainable under the circumstances.
• The Asset Purchase Agreement and the Sale Transaction were proposed, negotiated, and entered into by and among the Debtors, the Committee, and the Purchasers without collusion or fraud, in good faith, and at arm's length after a mediation.

Sale Free and Clear

• The Purchased Assets are transferred to the Purchasers free and clear of any and all interests, including all liens, claims, and encumbrances, except those specifically assumed by the Purchasers pursuant to the Asset Purchase Agreement or the Sale Order. One or more of the standards set forth in sections 363(f)(1) through (5) of the Bankruptcy Code have been satisfied.
• All liens, claims, encumbrances, and other interests attributable to any period ending on or before the Closing Date are unconditionally released, discharged, and terminated with respect to the Purchased Assets. The provisions authorizing the sale free and clear are self-executing.
• All persons having liens against the Purchased Assets arising prior to the Closing Date and not expressly retained are forever barred, estopped, and permanently enjoined from pursuing or asserting such liens against the Purchasers or the Purchased Assets.
• The Purchasers shall not be responsible for any derivative, successor, transferee, or vicarious liability, including liabilities on account of any taxes arising from the operation of the Debtors' business or administration of the bankruptcy estate prior to the Closing.
• No "bulk sales," "bulk transfer," or similar laws shall apply to the transactions authorized herein.
• Pursuant to section 1146(a) of the Bankruptcy Code, the sale shall not be subject to any stamp tax, transfer tax, sales tax, use tax, or other similar tax.

No Successor Liability

• The Purchasers are not, and shall not be, considered successors in interest to the Debtors, have not merged or consolidated with or into the Debtors, are not a continuation or substantial continuation of the Debtors, and are not holding themselves out to the public as a continuation of the Debtors.
• Upon the Closing, the Purchasers' acquisition of the Purchased Assets shall be free and clear of any "successor liability" claims and other types of transferee liability of any nature, whether known or unknown and whether asserted or unasserted.
• Neither the purchase of the Purchased Assets nor the Purchasers' use of any Purchased Assets previously operated by the Debtors will cause the Purchasers to be deemed a successor in any respect within the meaning of any foreign, federal, state, or local revenue, pension, ERISA, WARN, CERCLA, tax, labor, employment, environmental, or other law, rule, or regulation, or under any products liability law or doctrine.

Assumption and Assignment

• The Debtors are authorized to assume the Designated Assigned Contracts (if any) and assign them to the Purchasers, free and clear of all claims, liens, encumbrances, and other interests. The Purchasers shall file a final list of Designated Assigned Contracts on or before the day before the Closing Date.
• Categories of potentially Designated Contracts include third-party software licenses, OEM or partner licensing agreements, SaaS subscriptions, map/navigation data provider agreements, cellular/IoT connectivity provider contracts, cloud provider contracts (including committed-use contracts or reserved instances), support contracts for commercial RTOS, middleware, or libraries, Amazon AWS, and other cloud services related to the intellectual property.
• Transform AMP, LLC shall pay the Cure Amounts for the Designated Assigned Contracts within 14 days after the Closing Date in the amounts set out in the Designated Assigned Contracts. The Purchasers have been found to have provided adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.
• Upon payment of the Cure Amounts, all pre-Closing defaults shall be deemed cured, and no accelerations, assignment fees, increases, or other fees shall be charged to the Purchasers, the Debtors, or the Debtors' estate. No Designated Assigned Contract may be terminated or modified pursuant to any "change of control" clause as a result of the transactions contemplated by the Asset Purchase Agreement.
• Non-debtor counterparties to the Designated Assigned Contracts are forever barred and permanently enjoined from asserting against the Debtors, the Debtors' estate, or the Purchasers any default or unpaid obligation arising before the Closing, other than the Cure Amounts.

Post-Closing Arrangements

• For a period of two years following the Closing Date (or until the final decree closing the Bankruptcy Cases is entered, whichever is earlier), the Purchaser shall provide the Debtors-in-possession or any Estate Representative reasonable access during normal business hours to all books, records, documents, and files transferred as part of the Assets, to the extent reasonably necessary for tax filings, claims administration, U.S. Trustee reporting, pursuit of reconveyed Claims, or other legitimate wind-down purposes.
• Between the date that the Purchaser is accepted as a Qualified Bidder and the Closing Date, the Debtors shall cooperate to make employees or independent contractors available for interviews, and the Purchaser may make offers of employment to certain Debtor employees.
• The Debtors and the CRO are authorized to execute any documents necessary for recording with the USPTO (and any other applicable entity or regulatory body) to reflect the transfer of intellectual property Assets. If the Debtors and the CRO are unable to execute such documents, the Purchasers are authorized and empowered to do so without further order of the Court.
• All persons in possession of the Purchased Assets as of or after the Closing are directed to surrender possession to the Purchasers.

Termination

• The Agreement may be terminated by any Party upon occurrence of specified events, including: (i) the Bankruptcy Court failing to enter an approving order within two weeks after execution; (ii) the Court denying approval or approving the Agreement subject to unaccepted material modifications; (iii) a third party consummating the sale (if the Purchaser is the Back-up Bidder); or (iv) the Closing Date not occurring within 28 days after the Sale Hearing (unless extended by the Debtors).
• The Debtors may terminate if they determine the Agreement would be reasonably likely to cause them to breach a fiduciary duty.
• A five (5) business day cure period applies before a non-breaching party may terminate for the counterparty's default (except for failure to close on the Closing Date).
• If the Debtors breach and the Purchaser terminates, the Purchaser's sole and exclusive remedy is rescission and return of funds delivered; no monetary damages are available. If the Debtors refuse to close when all conditions are satisfied, the Purchaser may instead seek specific performance (with reasonable costs and expenses reimbursable, including through offset against the Purchase Price).

Key Dates

• Petition Date: Dec. 16, 2025
• Bidding Procedures Order Entered: Jan. 12, 2026
• Asset Purchase Agreement Executed: April 15, 2026
• Sale Order Entered: April 21, 2026
• Effective Date: when the Sale Order becomes a Final Order (15 calendar days after entry on the Docket, absent a stay, or such earlier date as the Sale Order may provide or the Parties may agree)
• Closing Date: a date mutually agreed upon by the Purchaser and the Debtors, no later than 14 days after the Effective Date, unless extended by mutual written agreement