Ascend Elements - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures Summary

Parties Involved

• The Debtors in these chapter 11 cases are Ascend Elements, Inc. (2893) and Ascend Elements US, LLC (8309). The Debtors filed voluntary petitions for relief under chapter 11 on April 9, 2026, in the United States Bankruptcy Court for the Southern District of Texas.
• Counsel to the Debtors: Norton Rose Fulbright US LLP
• Investment Banker to the Debtors: Jefferies LLC
• Financial Advisor to the Debtors: Alvarez & Marsal North America LLC
• Counsel to the Certain CLN Holders: Weil, Gotshal & Manges LLP
• Financial Advisor to the Certain CLN Holders: Uzzi & Lall
• Throughout the bidding process, the Debtors and their advisors will regularly and timely consult with (i) Weil and Uzzi & Lall, as advisors to the Certain CLN Holders, (ii) Goodwin Procter LLP, as counsel to Fifth Wall (together with the Certain CLN Holders, the "Senior Secured Holders"), and (iii) the Committee and its advisors. The Committee shall have the same consultation rights afforded to the Senior Secured Holders but shall not have any consent rights.
• Any party interested in submitting a bid should contact Jefferies LLC (Attn: Michael O'Hara, Paul Shin, Ananth Shankar, or Project.Ember.Jef@jefferies.com).

Assets Being Sold

• Substantially all of the Debtors' assets, other than the excluded assets set forth in the Stalking Horse APA.
• The "Business" includes the business operations of Seller and its Subsidiaries (including the Acquired Entities), including the recycling of spent lithium-ion batteries and the manufacturing of scrap into pCAM and battery-grade lithium carbonate.
• Acquired Assets include, among other items:
  • All Equity Interests directly or indirectly owned by Seller in: Battery Resourcers, LLC; Ascend Elements UK, Ltd.; Ascend Elements France; Ascend Elements Poland SP Z O.O.; Ascend Elements Poland Holdings SP. Z O.O.; AE Elemental sp. z o.o.; and Ascend Elements Poland 2 SP Z O.O. (collectively, the "Acquired Entities").
  • All assets, rights, interests, contracts, land use rights, permits, and facilities of Seller and its Affiliates relating to AE Elemental sp. z o.o., including all assets associated with the AE Elemental sp. z o.o. facility and any related real property and equipment, in each case to the extent not held directly by an Acquired Entity.
• The sale will be effected pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, free and clear of all Encumbrances other than (except with respect to the Equity Interests of the Acquired Entities) Permitted Encumbrances.

Stalking Horse Bid

• Purchaser / Stalking Horse Bidder: Bluegrass Infrastructure Partners Holdings, LLC ("Newco"), a newly formed entity managed or controlled by Kinterra Capital Corp. ("Kinterra"); Newco also serves as the DIP Lender under the DIP Financing Agreement, per Doc. 206.
• The Stalking Horse Notice describes the Purchase Price as a credit bid equal to:
  • All accrued obligations under the DIP Financing;
  • All accrued obligations under the Senior Secured Convertible Note and Warrant Purchase Agreement; and
  • $30 million of accrued obligations under the Subordinated Secured Convertible Note Purchase Agreement;
  • provided that cure payments in excess of $2 million shall be paid in cash at closing by Newco and deemed an increase to the purchase price.
• Pursuant to the Stalking Horse APA, the aggregate Purchase Price consists of:
  • The assumption of Assumed Liabilities;
  • The "DIP Credit Bid Amount," equal to all principal of the Term Loans under the DIP Financing Agreement (including any interest, Initial Funding Fee, or Subsequent Funding Fee paid-in-kind) outstanding at Closing, plus other accrued and unpaid fees, expenses, and interest at Closing (other than expenses and indemnities payable to the DIP Lender or fees and expenses of their advisors arising out of or related to the chapter 11 cases, including the DIP Financing Agreement);
  • The "Senior CLNs Credit Bid Amount," equal to the aggregate principal amount of the Senior CLNs, any interest then outstanding as of Closing, and any other accrued and unpaid fees and expenses in respect thereof; and
  • The "Junior CLNs Credit Bid Amount," equal to $30,000,000 of the aggregate principal amount of the Junior CLNs, any interest thereon then outstanding as of Closing, and any other accrued and unpaid fees and expenses in respect thereof.
• For purposes of the Minimum Bid Requirements, the Purchase Price of the Stalking Horse Bid is $80,000,000.
• The Stalking Horse Bidder is deemed a Qualified Bidder, and the Stalking Horse Bid is deemed a Qualified Bid, for all purposes under the Bid Procedures Order.

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on assets of the Debtors' estates may submit a credit bid for all or a portion of the assets subject to such lien, up to the amount of its allowed claims, in accordance with section 363(k) of the Bankruptcy Code. A credit bid may be applied only with respect to those assets in which such Secured Creditor holds a valid and perfected lien.
• If a Secured Creditor is a junior lienholder, any credit bid must be accompanied by cash consideration or other means acceptable to the Debtors and the applicable senior lienholder sufficient to satisfy in full the senior lienholder's secured claim or otherwise provide for treatment satisfactory to the senior lienholder.
• The Prepetition Secured Parties qualify as a Qualified Bidder and reserve the right to exercise the credit bid right. The Prepetition Secured Parties may submit a credit bid any time after the Bid Deadline or during the Auction, provided they indicate their intention to credit bid and deliver the material terms no later than the Baseline Bid Deadline. The Prepetition Secured Parties are not required to comply with the Qualified Bid Requirements relating to financial information, adequate assurance, and surety bond replacement.
• The Debtors reserve all rights to object to or otherwise dispute the validity, enforceability, priority, perfection, or amount of any claims or liens asserted in connection with any credit bid; provided that the foregoing shall not apply to the Notes as defined in the Interim Cash Collateral Order. Nothing in the Order shall limit the ability of the Committee, if appointed, or any other party in interest, to object to any credit bid, including on the basis that such credit bid is invalid in whole or in part, whether "for cause" under section 363(k) or otherwise.
• At Closing, Purchaser shall satisfy the Purchase Price by:
  • Discharging Seller from the Obligations under the DIP Financing Agreement in an aggregate amount equal to the DIP Credit Bid Amount;
  • Discharging Seller from all obligations under the Senior CLNs in an amount equal to the Senior CLNs Credit Bid Amount;
  • Discharging Seller from $30,000,000 of the obligations under the Junior CLNs; and
  • Paying all Purchaser Cure Costs.
• Purchaser may terminate the Stalking Horse Agreement if the Bankruptcy Court issues any order that results in Purchaser being unable to credit bid in accordance with Section 2.1(a).

Bid Protections

• The Stalking Horse Bid Protections, totaling $3,500,000, consist of:
  • Break-Up Fee: $2,000,000; and
  • Expense Reimbursement: reasonable and documented out-of-pocket fees and expenses of the Stalking Horse Bidder in connection with the sale, including the preparation of the stalking horse bid and the Debtors' Chapter 11 cases, to the extent not otherwise paid by the Debtors in connection with the DIP financing arrangements, in an aggregate amount not to exceed $1,500,000.
• Pursuant to sections 105(a), 363, 503, and 507 of the Bankruptcy Code, the Stalking Horse Bid Protections are approved in their entirety and, to the extent payable under the Stalking Horse Agreement:
  • Shall be treated as allowed administrative expense claims against the Debtors' estates pursuant to sections 105(a), 503(b), and 507(a)(2) of the Bankruptcy Code;
  • Shall not be subordinate to any other administrative expense claim against the Debtors' estates other than any claims granted superpriority administrative status by order of the Court pursuant to sections 364(c)(1), 364(d)(1), 503(b), and 507(b) of the Bankruptcy Code;
  • Shall not be subject to any bar date in the Chapter 11 Cases or any requirement to file any request for allowance of an administrative expense claim or proof of claim;
  • Shall be payable in accordance with the terms of and subject to the conditions set forth in the Stalking Horse Agreement, without further order of the Court; and
  • Shall survive the termination of the Stalking Horse Agreement and dismissal or conversion of the Chapter 11 Cases to the extent so provided in the Stalking Horse Agreement.

Good Faith Deposit

• Each Qualified Bid (other than any Stalking Horse Bid and any credit bid submitted by a Secured Creditor or its agents or designees) must be accompanied by a good faith deposit in cash equal to 10% of the proposed purchase price, delivered to an escrow agent selected by the Debtors no later than the Bid Deadline.
• A Prospective Bidder submitting a credit bid will not be required to provide a good faith deposit for the credit bid portion of the purchase price but shall be required to provide a deposit equal to 10% of any non-credit-bid portion.
• If a Qualified Bid is modified to increase the purchase price, the Qualified Bidder must increase its good faith deposit to equal 10% of the increased cash purchase price no later than one business day following the increase.
• Good faith deposits of unsuccessful Qualified Bidders (other than the Successful Bidder and the Backup Bidder) will be returned within 10 business days after the conclusion of the Auction. The Successful Bidder's deposit will be credited against the purchase price at closing.
• A good faith deposit will be forfeited if the Qualified Bidder attempts to withdraw its bid while the bid remains binding and irrevocable, or if the Successful Bidder fails to consummate the transaction, breaches the purchase agreement, or otherwise fails to perform, in which case the Debtors shall deem such bidder a "Defaulting Buyer."

Overbid

• Initial Minimum Overbid Increment: $3,200,000 above the Stalking Horse Bid (notwithstanding paragraph 4 of the Qualified Bid Requirements). Any initial overbid in connection with an Alternative Transaction must exceed the Purchase Price by at least the Minimum Overbid Increment and must provide for payment in full of the Break-Up Fee and Expense Reimbursement upon Closing of the Alternative Transaction.
• Subsequent Minimum Overbid Increments:
  • $500,000 for whole-Company bids (acquisition of all or substantially all of the Acquired Assets); and
  • $250,000 for partial-Company bids (acquisition of less than all or substantially all of the Acquired Assets), subject to the Company's discretion to accept or reject a Partial Bid notwithstanding its compliance or non-compliance with the applicable overbid increment.
• The Stalking Horse Bidder shall have the right, but not the obligation, to exceed any higher or better bid set forth in an Alternative Transaction.

Post-Closing Arrangements

• From Closing until the earlier of (i) two years following the Closing Date and (ii) the date of a final, unappealable order resolving the Chapter 11 Cases, Purchaser will provide Seller and its Advisors, at Seller's sole cost and expense, with reasonable access (during normal business hours and upon reasonable advance written notice) to (a) the books and records, work papers, schedules, memoranda, and other documents relating to the Acquired Assets, the Acquired Entities, the Excluded Assets, the Assumed Liabilities, or the Excluded Liabilities for periods or occurrences prior to the Closing Date, and (b) employees, officers, Advisors, accountants, offices, and properties of Purchaser, in each case solely for purposes of Seller's wind-down activities.
• From and after Closing, Seller shall not, and shall cause its Affiliates not to, use the name "Ascend" or any other trademark or service mark included in the Seller Intellectual Property, including any name or trademark that is confusingly similar to the foregoing (collectively, the "Business Marks"). Within thirty (30) days after Closing, Seller shall, and shall cause its Affiliates to, file applicable documentation to amend their organizational and governing documents to change their corporate names to names that do not include the Business Marks.

Bid Requirements

• Each Prospective Bidder must first deliver to Jefferies the following Preliminary Bid Documents: an executed confidentiality agreement, a statement demonstrating a bona fide interest in purchasing some or all of the assets, and preliminary proof of financial capability to close a proposed sale transaction.
• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Fully disclose the legal identity of each person or entity bidding for or sponsoring, financing, or participating in the bid, evidence of corporate authorization, and any past or present connections with the Debtors, any Stalking Horse Bidder, other known bidders, the Debtors' lenders, or any known equity holders or officers or directors of the foregoing.
  • Identify the assets to be purchased, including any executory contracts and unexpired leases to be assumed and assigned, and any liabilities to be assumed.
  • Include a statement confirming whether the bid is all-cash or, if non-cash consideration is included, an analysis or description of the value of such non-cash components. Non-cash consideration for the purchase of Prepetition Collateral must be acceptable to the Senior Secured Holders.
  • Constitute an irrevocable offer in the form of an executed Proposed Asset Purchase Agreement, marked against the Form APA or any applicable stalking horse agreement, specifying the proposed purchase price in U.S. dollars, and including all exhibits and schedules contemplated thereby.
  • Include a proposed Sale Order marked against the Debtors' proposed form of Sale Order.
  • Include a statement of financial capability, sufficient evidence of financial wherewithal (as determined by the Debtors in consultation with the Senior Secured Holders), and Adequate Assurance Information with respect to any Assigned Contracts and Leases.
  • Include a 10% good faith deposit, evidence of adequate assurance of future performance, a description of all required governmental or regulatory approvals and evidence of the ability to obtain them, and provisions for the replacement of any existing surety bonds related to the assets.
  • Represent that the bid is binding, bona fide, not subject to any financing or due diligence contingencies, and irrevocable until the selection of the Successful Bid or, if selected as a Backup Bid, until the Backup Bid Expiration Date.
  • Acknowledge that the assets will be conveyed "as is, where is, with all faults," with limited representations and warranties.
  • Waive any claim to bid protections, expense reimbursement, or substantial contribution claims under section 503(b) of the Bankruptcy Code.
  • State whether the bidder intends to offer future employment to any of the Debtors' employees, certify no collusion with other bidders, and agree to serve as a Backup Bidder if its bid is the next highest or best after the Successful Bid (this backup bidder requirement does not apply to any Stalking Horse Bidder or any bidder submitting a credit bid).
  • Consent to the jurisdiction of the Court and waive any right to a jury trial.
• The Debtors may, in their reasonable business judgment and in consultation with the Senior Secured Holders, amend or waive the conditions precedent to qualifying as a Qualified Bidder.

Auction Details

• If the Debtors receive more than one Qualified Bid for the assets, the Debtors will conduct an Auction. If the Debtors receive only one Qualified Bid, or if the Debtors otherwise determine that an Auction is unnecessary, the Debtors may, in consultation with the Senior Secured Holders, elect not to conduct an Auction and may seek approval of the highest or otherwise best bid at the Sale Hearing.
• The Auction, if required, will be conducted on May 13, 2026, at 10:00 a.m. (prevailing Central Time), at either (a) the offices of Norton Rose Fulbright US LLP, 2200 Ross Ave, Suite 2000, Dallas, Texas 75201, (b) some other physical location, or (c) virtually, as designated by the Debtors in consultation with the Senior Secured Holders. If held, the Auction will be transcribed and/or video recorded.
• Only Qualified Bidders are eligible to participate in the Auction. The M&M Lienholders and the Mortgagees may observe (but not participate in unless as a Qualified Bidder) the Auction with prior notice to the Debtors and the Consultation Parties. The professionals and/or representatives of the Senior Secured Holders shall also be permitted to attend and observe.
• Before the commencement of the Auction, the Debtors will determine the highest or otherwise best Qualified Bid (the "Baseline Bid") in consultation with the Senior Secured Holders. Each round of bidding will conclude after each participating Qualified Bidder has had the opportunity to submit a subsequent bid with full knowledge of the material terms of the Prevailing Highest Bid.
• The Auction shall continue until the Debtors determine, with the consent of the Senior Secured Holders, that there is a Successful Bid that is the highest or otherwise best Qualified Bid, taking into account the Bid Assessment Criteria, and that further bidding is unlikely to result in a different Successful Bid.
• The Qualified Bidder with the next highest or otherwise best bid will be designated as the Backup Bidder. A Backup Bid will remain binding until the earlier of (a) the first business day after closing of the sale with the Successful Bidder and (b) 30 days after the Sale Hearing. If the Successful Bidder fails to consummate the sale, the Debtors may designate the Backup Bidder as the new Successful Bidder without further order of the Court.

Assumption and Assignment

• On or before the Assumption and Assignment Notice Deadline, the Debtors will file and serve the Assumption and Assignment Notice on counterparties to executory contracts and unexpired leases that may be assumed and assigned in connection with a Sale Transaction. The notice will contain a list of the applicable contracts and leases, the applicable counterparties, the Debtors' good faith estimate of the Cure Costs, and the objection deadline.
• Service of an Assumption and Assignment Notice does not constitute an admission that any contract or lease is executory or unexpired, nor does it guarantee that such contract or lease will be assumed or assigned.
• Objections to the proposed assumption, assignment, or Cure Costs must be filed within 5 days after service of the Assumption and Assignment Notice. Failure to file a timely objection will be deemed consent to the assumption and assignment, the Cure Costs will control, and the counterparty will be forever barred from asserting any further objection or claim related to the contract or lease.
• If the Debtors discover contracts or leases inadvertently omitted, they may file a Supplemental Assumption and Assignment Notice at any time before the closing of the sale. Objections to any supplemental notice must be filed no later than 4:00 p.m. (prevailing Central Time) on the date that is 7 days following service.
• Any Cure Dispute (i.e., an objection relating solely to Cure Costs) will not prevent assumption and assignment, provided that the disputed cure amount is deposited in a segregated account pending resolution.
• Any counterparty wishing to object solely to a Successful Bidder's proposed form of adequate assurance of future performance must file an Adequate Assurance Objection by the deadline set forth in the Notice of Successful Bidder.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the assets free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options, and other interests pursuant to section 363(f) of the Bankruptcy Code. Any party who fails to file a timely Sale Objection shall be forever barred from asserting any objection to the sale and shall be deemed to "consent" to such sale for purposes of section 363(f).
• Nothing in the Order shall impair or extinguish any mechanics' or materialman's lien rights arising under applicable non-bankruptcy law to the extent such rights are valid and enforceable.
• The Sale Order is expected to provide that the Successful Bidder will not be deemed a successor to the Debtors or their estates and will not have responsibility for any successor or transferee liability under applicable federal, state, or local law, except for liabilities expressly assumed under the applicable purchase agreement and Sale Order.

M&M Lienholders and Mortgagees

• Turner-Kokosing Joint Venture (a joint venture between Turner Construction Company and Kokosing Industrial Inc.), RMF Nooter, Inc., Amcon Industrial, United Electric Company, Inc., and FE Moran Inc., Fire Protection (collectively, the "M&M Lienholders"), and the City of Hopkinsville, Planters Bank, Inc., and the Hopkinsville Industrial Foundation, Inc. (collectively, the "Mortgagees"), and the Debtors shall work cooperatively and in good faith through and including April 27, 2026, to resolve all issues relating to the validity, extent, priority, and amount of the M&M Lienholders' and Mortgagees' asserted liens.
• If the parties are unable to reach a resolution by such date, they shall promptly seek an expedited determination from the Court pursuant to a schedule designed to avoid any disruption to the Auction or the related sale process.

Consultation Parties

• The Debtors shall promptly provide copies of all bids and non-binding indications of interest to the Senior Secured Holders and, if appointed, the Committee, but in no event later than 24 hours after receipt. Such information must be treated as confidential and shall not be publicly disclosed without the written consent of the Debtors and the applicable bidder.
• The Senior Secured Holders and, if appointed, the Committee shall have the right to communicate with any third party that may submit, or has submitted, a bid or a non-binding indication of interest, subject to prior notice to the Debtors.
• If a Senior Secured Holder or an affiliate submits a credit bid by the Baseline Bid Deadline, a Qualified Bid by the Bid Deadline, or sponsors or joins in a non-binding indication of interest for any of the assets, such party shall no longer serve as a consenting or consultation party with respect to the bidding and auction process relating to the assets subject to such bid, unless and until such party withdraws the bid. From that point, the Debtors shall have no obligation to provide that party with copies of other bids or to consult with it regarding the bidding process.

Jefferies M&A Transaction Fee

• Any M&A Transaction Fee due to Jefferies as a result of the closing of any M&A Transaction shall be segregated and escrowed from the proceeds of such transaction, as an express carve-out from the collateral of the Debtors' pre- and postpetition secured lenders, prior to any other use or distribution of such proceeds.
• If any M&A Transaction results from a successful bid (including a credit bid) without a cash component sufficient to pay the corresponding M&A Transaction Fee in full, the unpaid portion shall be segregated and escrowed from the Debtors' available cash. If the Debtors do not have sufficient cash, the successful bidder shall immediately set aside from its own funds the amount necessary to pay Jefferies the unpaid portion in full at closing.

Key Dates

• Petition Date: April 9, 2026
• Bid Procedures Motion Filed: April 10, 2026
• Bid Procedures Order Entered: April 17, 2026
• Stalking Horse Designation Deadline: May 6, 2026 at 11:59 p.m. (prevailing Central Time)
• Stalking Horse APA Executed: May 6, 2026
• Assumption and Assignment Notice Deadline: May 9, 2026
• Bid Deadline: May 9, 2026 at 11:59 p.m. (prevailing Central Time)
• Stalking Horse Objection Deadline: May 11, 2026 at 12:00 p.m. (prevailing Central Time)
• Deadline to obtain a ruling on any timely Stalking Horse objection: May 12, 2026
• Deadline for Purchaser to enter into a definitive agreement with each of the holders of the Senior CLNs and Junior CLNs to provide for the Senior CLNs Credit Bid Amount and Junior CLNs Credit Bid Amount: May 12, 2026
• Auction (if any): May 13, 2026 at 10:00 a.m. (prevailing Central Time)
• Deadline for Seller to commence appeal of Hopkinsville Property tax assessment for tax year 2026: May 18, 2026
• Sale Hearing: May 21, 2026 at 9:00 a.m. (prevailing Central Time) before the Honorable Christopher M. Lopez, Courtroom 402, United States Bankruptcy Court, 515 Rusk Street, Houston, Texas 77002
• Outside Date: June 5, 2026 (or such later date as provided in the Bidding Procedures Order)

Sale Order & Poland Asset Purchase Agreement Summary

Parties Involved

• Seller: Ascend Elements, Inc.
• Purchaser: Bluegrass Infrastructure Partners Holdings, LLC
• The Buyer's equity holders include Kinterra Capital Corp., certain Senior Noteholders, and certain Junior Noteholders.
• Neither the Buyer nor any of its affiliates, officers, directors, managers, shareholders, members, or any of their respective successors or assigns is an "insider" or "affiliate" (as those terms are defined in section 101 of the Bankruptcy Code) of any of the Debtors or any of their Affiliates. No common identity of directors, managers, controlling shareholders, or members exists between the Debtors and the Buyer.
• The Debtors in these Chapter 11 Cases are Ascend Elements, Inc. and Ascend Elements US, LLC, with a service address at 133 Flanders Road, Westborough, MA 01581.

Assets Being Sold

• The Acquired Assets include all of Seller's and its Affiliates' (other than the Acquired Entities) right, title, and interest in:
  • All Equity Interests that Seller owns, directly or indirectly, in each of Ascend Elements UK, Ltd. (England and Wales); Ascend Elements France (France); Ascend Elements Poland Holdings sp. z o.o. (Poland); and Ascend Elements Poland 2 sp. z o.o. (Poland) (collectively, the "Acquired Entities").
  • All Contracts to which any Acquired Entity is a party; Contracts relating to Seller Intellectual Property or providing for the development or licensing of Intellectual Property; confidentiality agreements with prospective purchasers; employee Intellectual Property assignment Contracts; the option to acquire real property located at Opole, Poland (covered by land and mortgage registers under numbers OP1O/00164138/8, OP1O/00171892/3 and OP1O/00165182/8), and the Grant Agreement; and all other Contracts held for the benefit of the operation of the Business in Poland set forth on Schedule 1(b) (collectively, the "Assigned Contracts").
  • All Documents related to the Acquired Entities, Assigned Contracts, Seller Intellectual Property, other Acquired Assets, or Assumed Liabilities.
  • All rights against third parties (including Causes of Action, claims, counterclaims, defenses, credits, rebates, refunds, rights of set off, recovery, recoupment, and indemnities), other than with respect to Excluded Assets or Excluded Liabilities.
  • All rights, interests, and benefits accruing under Permits and Governmental Authorizations held by any Acquired Entity.
  • All Intellectual Property owned or purported to be owned by Seller or its Affiliates (other than the Acquired Entities), including the right to collect royalties and sue for past infringements (the "Acquired Intellectual Property"), other than the Excluded Intellectual Property Licenses.
  • All IT Assets of Seller and its Affiliates related to the Acquired Assets or Assumed Liabilities.
  • All goodwill, payment intangibles, and general intangible assets.
  • The Critical Vendor Avoidance Claims related to the Assigned Contracts, Acquired Entities, or other Acquired Assets.
  • To the extent Purchaser exercises its right to acquire the AEP Equity Interests, all assets, rights, interests, contracts, land use rights, permits, and facilities of Seller and its Affiliates relating to AEE, including the AEE facility and any related real property and equipment.
• The Business comprises the operations of Seller and its Subsidiaries (including the Acquired Entities), including the recycling of spent lithium-ion batteries and manufacturing of scrap into pCAM and battery-grade lithium carbonate.
• Subject to the requisite approvals from the government of Poland and the terms of the Poland APA, the Buyer shall acquire the applicable Equity Interests in Ascend Elements Poland Holdings sp. z o.o., and thereby indirectly acquire Ascend Elements Poland 2 sp. z o.o., the non-Debtor entity holding the right to purchase approximately 44.45 hectares of real property located in Opole, Poland from the Wałbrzych Special Economic Zone "INVEST-PARK" sp. z o.o.

Purchase Price

• The aggregate Purchase Price to be paid by Purchaser for the Acquired Assets consists of:
  • The assumption of Assumed Liabilities;
  • $20,000,000 of the aggregate principal amount of the Senior CLNs, plus interest and accrued fees and expenses thereon (the "Senior CLNs Credit Bid Amount");
  • $78,120,777.96 of the aggregate principal amount of the Junior CLNs, plus interest and accrued fees and expenses thereon (the "Junior CLNs Credit Bid Amount"); and
  • $3,000,000 in cash (the "Cash Consideration").
• Pursuant to the Bid Procedures Order and Bankruptcy Code sections 363(b) and 363(k), the Buyer is authorized to acquire the Debtors' equity interests in certain non-Debtor subsidiaries and the intellectual property of the Debtors and their affiliates in exchange for (i) $3,000,000 in cash and (ii) a credit bid in the amount of $98,120,777.96, comprised of (A) $20,000,000 of obligations owing under the Senior Note Purchase Agreement and (B) $78,120,777.96 of obligations owing under the Junior Note Purchase Agreement (together, the "CLN Obligations," and such credit bid, the "Credit Bid").
• The Junior CLNs Credit Bid Amount shall be increased by $5,000,000 in the event that the holders of the Junior CLNs (or an affiliate thereof, or an entity formed to be the purchaser on behalf of such holders) are not the successful bidder(s) for the assets in Covington, Georgia.

Credit Bid

• The Buyer was expressly authorized by the Senior Noteholders and the Junior Noteholders to credit bid on their behalf.
• The Credit Bid, together with the cash consideration and the assumption of the Assumed Liabilities, constitutes the entirety of the Purchase Price under the Poland APA, is a valid and proper offer pursuant to the Bid Procedures Order and Bankruptcy Code sections 363(b) and 363(k), and there is no cause to limit the amount of the Credit Bid pursuant to section 363(k) of the Bankruptcy Code.
• Upon Closing of the transaction evidenced by the Poland APA, the CLN Obligations in an amount equal to the Credit Bid shall be deemed fully and finally satisfied.
• The Junior Noteholders shall be permitted to use the Remaining Junior Prepetition Secured Obligations solely to credit bid in connection with the potential sale of the Debtors' assets in Covington, Georgia.
  • To the extent the Junior Noteholders (or an affiliate thereof) are not the successful bidder for such assets or the Debtors' assets in Covington, Georgia are not sold, then (i) the Purchase Price under the Poland APA shall be automatically deemed adjusted to have included the Remaining Junior Prepetition Secured Obligations in the Credit Bid, and (ii) the obligations owing under the Junior Note Purchase Agreement shall, after application of the Credit Bid, be reduced to $0 retroactively as of the Closing.
  • To the extent the Junior Noteholders (or an affiliate thereof) are the successful bidder for such assets, then the obligations owing under the Junior Note Purchase Agreement shall, after application of the credit bid in connection with such assets, be reduced to $0.
• Notwithstanding the foregoing, the Remaining Junior Prepetition Secured Obligations cannot be used relative to any bid on the Hopkinsville Facility.

Good Faith

• The Debtors, the Buyer, and their respective principals, counsel, and advisors negotiated, proposed, and entered into the Poland APA in good faith, without collusion, and from arm's-length bargaining positions.
• The Debtors, with the approval of their independent director, exercised their valid and non-conflicted business judgment in approving a joint bid among Kinterra Capital Corp. (and its affiliates) and certain of the Senior Noteholders and Junior Noteholders in accordance with the Bid Procedures Order. The Court further found that such joint bid does not constitute impermissible collusion or otherwise negatively impact competition for the purchase of the Debtors' assets, the validity of the Auction (if any), or the Debtors' sale process.
• The Buyer is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the full rights, benefits, privileges, and protections thereof.
• None of the Debtors, the Buyer, or any of their respective Representatives has engaged in any conduct that would cause or permit the Poland APA or any of the Transaction Documents to be avoidable under section 363(n) of the Bankruptcy Code or any other applicable law, or has acted in bad faith or in any improper or collusive manner.
• The Poland APA was not entered into for the purpose of hindering, delaying, or defrauding creditors.

Assumption and Assignment of Contracts

• Seller shall provide notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts or unexpired Leases that are Assigned Contracts and take all other actions reasonably necessary to cause such Contracts to be assumed by Seller and assigned to Purchaser pursuant to Section 365 of the Bankruptcy Code.
• The Sale Order shall provide that, conditioned upon Closing, Seller shall assign the Assigned Contracts to Purchaser, each identified by name, counterparty, and address, in a notice filed with the Bankruptcy Court. Such notice shall set forth Seller's good faith estimate of the amounts necessary to cure any defaults under each Assigned Contract.
• Cure Cost Allocation:
  • The first $100,000 of Cure Costs in the aggregate shall be borne by Seller and shall constitute Excluded Liabilities (the "Seller Cure Costs").
  • All Cure Costs in excess of $100,000 in the aggregate shall be borne by Purchaser and shall constitute Assumed Liabilities (the "Purchaser Cure Costs"). By way of example, if aggregate Cure Costs equal $300,000, then $100,000 shall constitute Seller Cure Costs and $200,000 shall constitute Purchaser Cure Costs.
• At Closing, Purchaser shall pay all Purchaser Cure Costs and assume the applicable Assumed Liabilities under each Assigned Contract. Seller shall not be obligated to assume and assign any Assigned Contract with respect to which Purchaser fails to pay the full Purchaser Cure Costs or fails to satisfy the counterparty and the Bankruptcy Court as to adequate assurance of future performance.

Sale Free and Clear & Successor Liability

• The Debtors are authorized and directed to transfer the Acquired Assets, including the Assigned Contracts, to the Buyer on the Closing Date in accordance with the Poland APA. Upon Closing, such transfer shall constitute a legal, valid, binding, effective, and complete general assignment, conveyance, and transfer, vesting good and marketable and indefeasible title in the Buyer, free and clear of all Encumbrances of any kind or nature whatsoever to the greatest extent permitted by applicable Law, except as expressly set forth in the Poland APA with respect to Permitted Encumbrances and Assumed Liabilities.
• The Seller may sell or otherwise transfer the Acquired Assets free and clear of all Encumbrances because one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. Holders of Encumbrances who did not object, or who withdrew their objections, are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.
• The Equity Interests of the Acquired Entities incorporated in Poland, together with the Debtors' rights, title, and interests, if any, in and to the Polish Land Purchase and the Poland Land, shall be transferred free and clear of all Encumbrances, with all such Encumbrances to attach to the net proceeds of the Sale in the order of their priority.
• Except as expressly set forth in the Poland APA with respect to the Assumed Liabilities, the Buyer shall not have any liability, responsibility, or obligation of any kind for any Encumbrance of or against the Debtors arising prior to the Closing, by reason of the transfer of the Acquired Assets.
• The Buyer shall not be liable for any acts or omissions of the Seller arising under or related to the Acquired Assets, other than as set forth in the Poland APA. The Buyer shall not be deemed: (1) a successor to any of the Debtors (other than with respect to the Assumed Liabilities); (2) to have, de facto or otherwise, merged or consolidated with or into any of the Debtors; or (3) a mere continuation or substantial continuation of the Seller or its enterprise.
• The Sale Transactions do not cause there to be (a) a consolidation, merger, or de facto merger between the Buyer and the Debtors or their estates; (b) a substantial continuity between them; (c) a common identity between them; or (d) a mere continuation of the Debtors or their estates.

Releases

• As of the Closing, Seller, on behalf of itself and its Affiliates and their respective representatives, heirs, estates, successors, executors, partners, members, equity holders, directors, officers, employees, controlling persons, agents, stockholders, trustees, principals, parents, Subsidiaries, joint ventures, predecessors, and assigns (the "Seller Releasing Parties"), irrevocably and unconditionally waives, releases, and forever discharges Purchaser, the Acquired Entities, and their related parties (the "Acquired Entity Released Parties") from any and all Released Claims based upon facts, circumstances, or occurrences existing at or prior to Closing.
• Upon the Closing, the Buyer (on behalf of itself and its Subsidiaries, including the Acquired Entities, and their respective representatives, heirs, estates, successors, and assigns, collectively the "Purchaser Releasing Parties") shall irrevocably and unconditionally release and forever discharge the Seller and its related parties (the "Seller Released Parties") from any and all Released Claims.
• Upon the Closing, the Debtors (on behalf of themselves and their subsidiaries, representatives, heirs, estates, successors, and assigns) unconditionally, irrevocably, and fully forever release each of the Senior Noteholders and Junior Noteholders, solely in their capacities as such, their respective affiliates, current or former officers, employees, directors, agents, representatives, owners, members, partners, financial advisors, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, agents, and predecessors in interest, and Kojo Ako-Asare and Robin Duggan, solely in their capacities as former directors.
• Notwithstanding the foregoing, the releases shall not be construed as releasing any party from claims or causes of action arising from an act or omission that is judicially determined by a final order to have constituted actual fraud, willful misconduct, or gross negligence.

Notice of Alternative Transactions

• In the event that Seller or any of its Affiliates intends to accept a proposal or offer regarding an Alternative Transaction (an "Alternative Transaction Offer"), Seller shall notify Purchaser in writing within one (1) Business Day (the "Alternative Transaction Notice") of receiving such offer, including the name of the offering Person and all material terms or a copy of the competing agreement.
• Purchaser shall have fourteen (14) calendar days after receipt of the Alternative Transaction Notice (the "Modified Offer Period") to notify Seller whether it will offer substantially similar terms. If Purchaser agrees to offer substantially similar terms, Purchaser and Seller shall revise the terms of the Agreement accordingly.
• If, following the expiration of the Modified Offer Period, Seller still intends to accept the Alternative Transaction Offer, Seller shall hold an auction (the "Auction") no later than seven (7) calendar days after the expiration of the Modified Offer Period, soliciting alternative offers (each a "Formal Bid") over three (3) business days (the "Auction Period").
• Nothing shall prejudice Purchaser's right to submit a Formal Bid during the Auction Period, and Seller shall provide Purchaser with advance notice of the Auction.
• If an Auction is conducted and Purchaser is not the Successful Bidder but is the next highest bidder, Purchaser may, in its sole discretion, serve as a back-up bidder (the "Backup Bidder") and keep its bid open and irrevocable until the earlier of entry of the Sale Order or termination of the Agreement. If the Successful Bidder fails to consummate the applicable Alternative Transaction due to a breach, the Backup Bidder will be deemed to have the new prevailing bid.

Closing Conditions

• The respective obligations of each Party to consummate the Closing are subject to the satisfaction (or written waiver) of the following conditions:
  • No Law shall be in effect that prohibits or makes illegal the Transactions;
  • The Bankruptcy Court shall have entered the Sale Order approving the sale free and clear of all Encumbrances, and such order shall have become a Final Order, and shall not have been stayed, reversed, or modified in a manner not reasonably acceptable to the Parties; and
  • All approvals, clearances, authorizations, and waiting period expirations or terminations required under Competition Laws shall have been obtained or occurred.
• The Closing will take place by telephone conference and electronic exchange of documents at 10:00 a.m. Eastern Time on the second Business Day following full satisfaction or due waiver of the applicable closing conditions.

Termination

• The Agreement may be terminated at any time prior to the Closing:
  • By mutual written consent of Seller and Purchaser;
  • By written notice of either Party, upon the issuance of a final, binding, and non-appealable Order restraining, enjoining, or otherwise prohibiting the consummation of the Closing or declaring unlawful the Transactions;
  • By written notice of either Party, if the Closing shall not have occurred on or before June 5, 2026 (the "Outside Date");
  • By Seller, if its governing body determines, after consulting with external counsel, that its fiduciary duties require it to pursue an Alternative Transaction, and consummates such Alternative Transaction promptly following termination;
  • By Seller, upon a material breach of any covenant or agreement by Purchaser, or if any representation or warranty of Purchaser becomes untrue, such that applicable conditions would not be satisfied;
  • By Purchaser, upon a material breach of any covenant or agreement by Seller, or if any representation or warranty of Seller becomes untrue, such that applicable conditions would not be satisfied;
  • By Seller, if all closing conditions have been satisfied or waived and Purchaser fails to complete the Closing within five (5) Business Days of the time required;
  • By Seller, if the Bankruptcy Court does not approve the Sale Order by June 1, 2026;
  • By Purchaser, if any of the Chapter 11 Cases are converted to a case under Chapter 7 of the Bankruptcy Code;
  • By Purchaser, if the Bankruptcy Court issues any order that results in Purchaser being unable to credit bid in accordance with Section 2.1(a); or
  • By Purchaser, if Purchaser has not entered into a definitive agreement by May 20, 2026 with each of the holders of the Senior CLNs and Junior CLNs to provide for the Senior CLNs Credit Bid Amount and Junior CLNs Credit Bid Amount.

Post-Closing Arrangements

• Covington IP License: Effective immediately following the Closing Date, Purchaser grants to Seller a non-exclusive, royalty-free (subject to delivery of required data), non-sublicensable, and non-transferable license to use any Acquired Intellectual Property (other than trademarks and other indications of origin) used as of the date of the Agreement at Seller's location in Covington, Georgia, solely at and in the operation of the Covington Facility in the ordinary course of business. The license may be transferred in whole (and not in part) to a buyer of the Covington Facility in whole.
• Hopkinsville IP License: Purchaser shall, upon written request of a buyer of all assets at Seller's existing real property at 6505 John Rivers Road, Hopkinsville, Kentucky 42240 (the "Hopkinsville Facility"), grant to the Hopkinsville Buyer a royalty-free, non-exclusive, non-sublicensable, non-transferable license to use the Acquired Intellectual Property (other than trademarks and other indications of origin), solely at and in the operation of the Hopkinsville Facility.
• Invention Assignments: Seller will use best efforts to deliver to Purchaser on the Closing Date the proprietary information and inventions assignment agreements from each of the individuals set forth on Schedule 6.20 (each, a "Required Invention Assignment"). To the extent any such Required Invention Assignment is not so delivered, Seller will deliver such Required Invention Assignment within ten (10) days following the Closing Date.
• Books and Records Access: From the Closing Date until the later of (x) three years following the Closing Date and (y) the date of a final, unappealable order resolving the Chapter 11 Cases, Purchaser will provide Seller and its Advisors, at no cost, with reasonable access to books and records relating to the Acquired Assets, Acquired Entities, Excluded Assets, Assumed Liabilities, or Excluded Liabilities to the extent relating to periods or occurrences prior to the Closing Date.
• Until the later of (a) the closure of these cases pursuant to a final, unappealable order and (b) three (3) years after the Closing Date, Buyer will use reasonable efforts not to dispose of or destroy any of the records received as Acquired Assets and will allow the Debtors and any successor reasonable access for purposes relating to these cases, the wind-down of the operations, and the implementation of any plan of liquidation.
• Pursuant to Bankruptcy Rules 6004(h) and 6006(d), the Sale Order shall not be stayed after entry, and the 14-day stay is expressly waived.

Key Dates

• Petition Date: April 9, 2026
• Original Asset Purchase Agreement: May 6, 2026
• Amended and Restated Asset Purchase Agreement: May 11, 2026
• Definitive Agreement Deadline (Senior and Junior CLNs): May 20, 2026
• Second Amended and Restated Asset Purchase Agreement: May 21, 2026
• Sale Order Entry: May 22, 2026 [Dkt. No. 393]
• Third Amended and Restated Asset Purchase Agreement: May 22, 2026
• Notice of Filing of Fully Executed APA: May 26, 2026
• Sale Order Approval Deadline: June 1, 2026
• Outside Date: June 5, 2026
• Modified Offer Period (Alternative Transactions): 14 calendar days after receipt of the Alternative Transaction Notice
• AEP Equity Interests Election Period: 45 days following the Closing Date

Hopkinsville Sale Summary

Parties Involved

• Sellers (Debtors): Ascend Elements, Inc. (2893) and Ascend Elements US, LLC (8309), with a service address at 133 Flanders Road, Westborough, MA 01581. The Asset Purchase Agreement, dated as of June 2, 2026, is made between Ascend Elements, Inc., as Seller, and the Purchaser.
• Purchaser: Turner-Kokosing Joint Venture ("TKJV"), an unincorporated joint venture organized in Kentucky, or one or more of its designees (each a "Designee"), collectively defined as the "Purchaser."
  • The Purchaser was the Successful Bidder at the Auction conducted on May 26, 2026.
  • The Purchaser is not an "insider" of any Debtor within the meaning of section 101(31) of the Bankruptcy Code, and no common identity of directors or controlling stockholders (or the equivalent thereof) exists between the Purchaser and any of the Debtors.
• The Debtors commenced voluntary chapter 11 cases on April 9, 2026 (the "Petition Date") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.
• Subcontractors hired by TKJV with respect to the Property include, among others, RMF Nooter, LLC; United Electric Company, Inc.; F.E. Moran, Inc. Fire Protection; Murphy Company Mechanical Contractors and Engineers; Miner, Ltd., d/b/a Great Lakes Dock & Door; and SteelFab, Inc.

Assets Being Sold

• At Closing, Seller will sell, transfer, assign, convey, and deliver to Purchaser all of Seller's right, title, and interest in and to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, pursuant to sections 105, 363, and 365 of the Bankruptcy Code.
• The "Acquired Assets" consist of the properties, rights, interests, and other assets held by Seller as of the Closing, whether tangible or intangible, located at the Hopkinsville Property or otherwise related to the Business, including but not limited to:
  • The Contracts listed on Schedule 1.1(a) (the "Assigned Contracts");
  • Accounts receivable, notes receivable, negotiable instruments, and chattel paper related to the Business;
  • The Owned Real Property;
  • All tangible assets (including Equipment) and personal property at the Hopkinsville Property, excluding assets acquired from the proceeds of government grants (including from the DOE) where the requisite consent or release has not been obtained prior to Closing;
  • Rights, interests, and benefits under all Permits, Governmental Authorizations, and environmental credits, and pending applications therefor;
  • All rights in drawings, schematics, and other technical plans of Seller's Hopkinsville, Kentucky location;
  • All IT Assets, Inventory, and supplies related to the Business, in each case solely to the extent physically located at the Hopkinsville Property (or, for Inventory, any property leased by Seller);
  • All goodwill (excluding goodwill associated with the Seller Intellectual Property), payment intangibles, and general intangible assets; and
  • All deposits and prepaid or deferred charges and expenses relating to the Business or the Acquired Assets.
• The "Business" means solely the business operations of Seller at the Hopkinsville Property, including the recycling of spent lithium-ion batteries and manufacturing of scrap into pCAM and battery-grade lithium carbonate.
• The Acquired Assets constitute property of the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code and constitute all of the assets and properties necessary to conduct the Business as conducted immediately prior to Closing and since the Petition Date, other than the Excluded Assets.

Excluded Assets

• Seller retains all right, title, and interest in the Excluded Assets, including, among other items:
  • All Equity Interests of Seller or any of its Subsidiaries, including Ascend Elements US, LLC; Battery Resources, LLC; Ascend Elements UK Ltd; Ascend Elements France; Ascend Elements Poland Sp. z.o.o.; Ascend Elements Poland Holdings sp. z.o.o.; AE Elemental sp. z.o.o.; and Ascend Elements Poland 2 Sp. z.o.o. (the "Excluded Entities");
  • All Business Employees other than any Transferred Employees;
  • All Contracts listed on Schedule 1.2(d) (the "Excluded Contracts"); and
  • All Intellectual Property owned or purported to be owned by Seller or any of its Affiliates, together with related rights to royalties, proceeds, and claims (the "Seller Intellectual Property").

Purchase Price

• The aggregate consideration (the "Purchase Price") to be paid by Purchaser for the Acquired Assets consists of:
  • The assumption of the Assumed Liabilities;
  • A credit bid pursuant to section 363(k) of the Bankruptcy Code in the amount of $10,000,000 in respect of the Acquired Assets constituting real property (the "Credit Bid Amount"); plus
  • An amount equal to $15,000,000 in respect of all other Acquired Assets, less the Good Faith Deposit (the "Cash Purchase Price").
• At Closing, Purchaser shall deliver the Cash Purchase Price (the "Closing Date Payment") by wire transfer of immediately available funds, and shall satisfy the Credit Bid Portion by discharging Seller from the obligations under the Mechanics Liens in an aggregate amount equal to the Credit Bid Amount.
• Notwithstanding anything to the contrary in the Asset Purchase Agreement, at Closing the Purchaser agrees to waive an additional $40,000,000 of its secured claim against the Debtors' estates. Combined with the amount credit bid under the Asset Purchase Agreement, the Purchaser's claim against the Debtors' estates shall be reduced by a total of $50,000,000 upon Closing.
• The consideration constitutes fair and reasonable consideration and reasonably equivalent value for the Acquired Assets under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, and other applicable laws.

Credit Bid

• Pursuant to the Bid Procedures Order and sections 363(b) and 363(k) of the Bankruptcy Code, the Purchaser is authorized to acquire the Acquired Assets for the Purchase Price, including the Credit Bid Amount, and there is no cause to limit the Credit Bid Amount under section 363(k).
• The Purchaser reserves all rights of set-off, netting, offset, recoupment, or similar rights with respect to the payment of the Purchase Price; provided that such rights in respect of the Mechanics Liens shall not be asserted against the Purchase Price.

Assumed Liabilities

• Effective as of Closing, Purchaser shall assume only the following Liabilities (the "Assumed Liabilities"):
  • Liabilities and obligations under the Assigned Contracts arising and becoming due after the Closing (excluding any pre-Closing breaches and any Seller Cure Costs);
  • Liabilities relating to remediation at the Owned Real Property first occurring after the Closing and required under Environmental Laws because of a Release of Hazardous Materials first occurring after the Closing (the "Assumed Environmental Liabilities"); pre-existing contamination or Environmental Conditions are not Liabilities of the Purchaser;
  • Certain Taxes, including all property Taxes for the 2025 and 2026 tax years and any Post-Closing Tax Period with respect to Owned Real Property, 50% of any Transfer Taxes related solely to the Owned Real Property, and all Taxes with respect to the Acquired Assets for taxable periods beginning after the Closing Date;
  • All cure costs in respect of the Assigned Contracts as determined by the Bankruptcy Court, in an amount not to exceed $1,000,000 (the "Purchaser Cure Costs"); Seller remains solely responsible for all other Cure Costs (the "Seller Cure Costs");
  • Subject to the conditions in Section 7.2(d), obligations under the City of Hopkinsville Mortgage and Hopkinsville Grant Agreement and the KY Seller Mortgage and Assignment of Leases, in each case solely to the extent the securing liens are senior to or pari passu with the Mechanics Liens;
  • Liabilities relating to amounts required to be paid, or actions required to be taken, by Purchaser under the Agreement; and
  • Liabilities relating to Transferred Employees that arise after the Closing Date and that do not relate to facts or events in existence on or prior to the Closing Date.

Excluded Liabilities

• Other than the Assumed Liabilities, Purchaser shall not assume or be responsible for any Liabilities of Seller or any Excluded Entity of any kind, whether known or unknown, accrued, absolute, or contingent (the "Excluded Liabilities"), which include all Seller Cure Costs and all Liabilities arising under any theory of successor liability, transferee liability, de facto merger, mere continuation, substantial continuity, or similar theory.
• Purchaser shall not be deemed a successor to Seller or the bankruptcy estate for any purpose.

Sale Free and Clear & Successor Liability

• The Debtors may sell the Acquired Assets free and clear of all Encumbrances (unless otherwise expressly assumed or permitted under the Asset Purchase Agreement) because one or more of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied; such Encumbrances attach to the net proceeds of the Sale Transaction with the same validity, force, and priority.
• Holders of Encumbrances that did not object, or that withdrew their objections, are deemed to have consented to the sale free and clear pursuant to section 363(f)(2).
• The Purchaser and the Purchaser's Stakeholders are not a "successor" to, nor a mere or substantial continuation of, any Debtor or its estate under any theory of law or equity, and the Sale Transaction does not constitute a consolidation, merger, or de facto merger. Except for the Assumed Liabilities, the transfer shall not subject the Purchaser or the Acquired Assets to liability for any claim against any Debtor or any insider of any Debtor.
• Effective upon the Closing Date, all persons and entities are forever prohibited and enjoined from commencing or continuing any action against the Purchaser, its assets, or its successors or assigns with respect to any Encumbrance on the Acquired Assets or any successor, transferee, vicarious, or other similar theory of liability.
• No bulk sales law, bulk transfer law, or similar law of any state or other jurisdiction shall apply in any way to the Sale Transaction.

Good Faith Purchaser

• The Debtors, the Purchaser, and their respective advisors negotiated and entered into the Asset Purchase Agreement in good faith, without collusion, and from arms'-length bargaining positions.
• The Purchaser is a good-faith purchaser acting in good faith within the meaning of section 363(m) of the Bankruptcy Code and is entitled to all protections afforded thereby.
• The Purchaser has not violated section 363(n) of the Bankruptcy Code; neither the Sale Transaction nor the Asset Purchase Agreement is subject to avoidance, and no party is entitled to damages or other recovery thereunder.

Assumption and Assignment of Contracts

• The assumption and assignment of the Assigned Contracts is an integral part of the Sale Transaction and represents a valid and reasonable exercise of the Debtors' sound business judgment. There shall be no assumption without a simultaneous assignment to the Purchaser, effective as of the Closing Date.
• Any Contract/Lease Counterparty that has not timely filed and served an objection to the assumption and/or assignment of its Assigned Contract is deemed to have consented.
• The Debtors have provided adequate assurance of cure of any existing default, and the Purchaser has demonstrated adequate assurance of future performance within the meaning of sections 365(b)(1)(C), 365(f)(2)(B), and 365(b)(3) (to the extent applicable).
• Pursuant to section 365(f), any contractual provision purporting to prohibit, restrict, or condition assignment, or to provide for termination, additional payments, or penalties upon assignment or a change in control, constitutes an unenforceable anti-assignment provision.

Cure Costs

• Unless subject to a timely objection, the Cure Costs as to the Assigned Contracts are fixed at the amounts set forth in the Assumption and Assignment Notice or any Supplemental Assumption and Assignment Notice, and defaults are deemed cured upon payment or satisfaction of such amounts.
• All Cure Objections have been overruled, withdrawn, waived, settled, or otherwise resolved; the pendency of a dispute as to any one Assigned Contract shall not delay assumption or assignment of any other Assigned Contract or the closing of the Sale Transaction.
• For any Disputed Contract not resolved by Closing, the Debtors, with the consent of the Purchaser, may elect to (a) not assume and assign such contract or (b) postpone its assumption until resolution; no Debtor may settle a Cure Costs objection on a Disputed Contract without the Purchaser's express written consent.
• At Closing, Purchaser shall pay all Purchaser Cure Costs and assume and satisfy the applicable Assumed Liabilities under each Assigned Contract pursuant to section 365(b).

Designation Rights

• During the Designation Period — from the Closing Date until thirty (30) days thereafter (extendable by an additional thirty (30) days) — the Purchaser may, in its sole discretion, designate any Contract (including any previously designated Excluded Contract) as an Assigned Contract, or designate any Contract (including any previously designated Assigned Contract) as an Excluded Contract, by filing and serving notice.
• During the Designee Assignment Period — from the Closing Date until 120 days thereafter — the Purchaser may assign any Assigned Contract to one or more of its Designees.
• The Purchaser and Debtors shall amend Schedules 1.1(a) and 1.2(d) of the Asset Purchase Agreement to reflect any such designations.

Auction & Marketing

• On April 17, 2026, the Court entered the Bid Procedures Order, which, among other things, approved the Bid Procedures. The Bid Procedures were substantively and procedurally fair, and all potential bidders were afforded notice and a full, fair, and reasonable opportunity to submit a higher or better offer.
• The Debtors conducted the Auction and Sale Process in accordance with the Bid Procedures and without collusion. The Debtors and their professionals adequately marketed the assets and conducted a fair and open Sale Process.
• The Debtors determined, in consultation with the Consultation Parties, that the Purchaser's Successful Bid was the highest or otherwise best Qualified Bid for the Acquired Assets, and that consummating the Sale Transaction will yield greater value to the estates than any other available alternative transaction.

Mortgages & Property Taxes — City of Hopkinsville, Kentucky

• Hopkinsville Mortgage: Purchaser assumes and will pay in full the Grant Agreement dated November 15, 2022, in favor of the City of Hopkinsville, secured by a mortgage recorded December 15, 2022, on the following Court-approved terms:
  • The Hopkinsville Mortgage is deemed a perfected, secured lien in the amount of $3,717,000, secured by Lot 1 of the Hopkinsville Property and junior only to the real property taxes described below;
  • Interest accrues at 3.86% upon the Closing of the Sale Transaction;
  • Purchaser shall pay the Hopkinsville Mortgage plus interest on the earlier of (x) 90 days following Closing and (y) the closing of a subsequent sale between Purchaser and a subsequent buyer; and
  • The Closing of the Sale Transaction shall occur on or before five business days following entry of the Order.
• 2025 City Taxes: Purchaser assumes and will pay in full the taxes owed to the City of Hopkinsville, comprising 2025 real property taxes of $511,312.50 (perfected, senior liens on the entire Hopkinsville Property, inclusive of Lot 1 and Lot 2) and 2025 personal property taxes of $1,267.11 (perfected, senior liens on all personal property at the Hopkinsville Property). The City of Hopkinsville will receive full payment of the 2025 City Taxes at Closing, and 2026 and subsequent real and personal property taxes shall be paid in the ordinary course.
• Foundation Mortgage: Purchaser assumes the Debtors' obligations under a Commercial Term Promissory Note in the amount of $2,856,000 issued November 16, 2022, in favor of Hopkinsville Industrial Foundation, Inc. (collaterally assigned to Planters Bank, Inc.), secured by a Commercial Real Estate Mortgage and Assignment of Leases on Lot 2.
  • At Closing, Purchaser shall pay the Foundation Parties (Hopkinsville Industrial Foundation, Inc., together with Planters Bank, Inc.) or their designee $515,000 in full and final satisfaction of the Foundation Note and in settlement of disputes (the "Settlement Payment"), with the Debtors authorized to use up to $40,000 of sale proceeds to fund the Settlement Payment.
  • If Closing does not occur within 21 days of the Sale Hearing, Purchaser shall pay all accrued interest and fees due under the Foundation Note within three business days following receipt of an invoice, and shall pay all principal and any remaining interest and fees in full at Closing.
• Upon Closing, any M&A Transaction Fee payable to Jefferies LLC and Completion Fee payable to Alvarez & Marsal North America, LLC shall be paid, satisfied, escrowed, or segregated from the proceeds of the Sale Transaction pursuant to the Bid Procedures Order.

Employee Matters

• Prior to and contingent on the Closing, Purchaser may extend offers of employment or engagement (each a "Transfer Offer") to one or more Business Employees or Business Service Providers (the "Offer Employees") on terms determined by Purchaser, with accepted offers becoming effective immediately upon the Closing.
• Business Employees and Business Service Providers who accept and begin employment with Purchaser are the "Transferred Employees," and each such individual shall cease to be an employee or service provider of Seller effective as of the Closing.
• Purchaser shall be responsible for all compensation for Transferred Employees solely to the extent it arises from employment with Purchaser after the Closing Date and as set forth in the Transfer Offer.

Releases

• As of the Closing, Seller, on behalf of itself and the Seller Releasing Parties, irrevocably waives, releases, and discharges the Acquired Entity Released Parties from all rights, claims, Causes of Action, Avoidance Actions, damages, and other Liabilities based upon facts, circumstances, or occurrences existing at or prior to Closing (the "Released Claims").
• Notwithstanding the foregoing and Section 6.11 of the Asset Purchase Agreement, the rights of the Committee (and any subsequent litigation trustee) to object to the claims asserted by the Purchaser in its Proof of Claim are expressly preserved.

Closing

• The Closing will take place by telephone conference and electronic exchange of documents at 10:00 a.m. Eastern Time on the second Business Day following full satisfaction or due waiver of the closing conditions set forth in Article VII, or at such other place, time, and method as the Parties may agree in writing.
• All persons or entities in possession or control of any Acquired Assets are directed to surrender possession or control to the Purchaser on the Closing Date.

Termination

• The Agreement may be terminated prior to Closing, among other circumstances:
  • By the mutual written consent of Seller and Purchaser;
  • By either Party if the Closing has not occurred on or before June 10, 2026 (the "Outside Date") (or such later date provided in the Bidding Procedures Order), subject to the customary exception for the terminating Party's own material breach;
  • By Seller if its governing body determines, after consulting with counsel and if required by its fiduciary duties, to pursue and consummate an Alternative Transaction;
  • By Purchaser if any of the Chapter 11 Cases are converted to a case under Chapter 7; and
  • By Purchaser if the Bankruptcy Court issues any order that results in the Purchaser being unable to credit bid in accordance with Section 2.1(a).
• If the Closing is not consummated due to any breach (including any Willful Breach) by Purchaser, Purchaser's aggregate Liability to Seller or any other Person shall not exceed the Cash Purchase Price.

Reserved Rights

• WPI: The Preliminary Objection of Worcester Polytechnic Institute ("WPI") to Assignment of Licenses is deferred without prejudice to the rights of the Purchaser and WPI; the WPI Licenses are not Assigned Contracts unless and until further order of the Court. By June 26, 2026, either (i) Purchaser and WPI shall agree to a consensual disposition of the WPI Licenses, or (ii) Purchaser shall notify WPI's counsel of its intent to pursue assignment over WPI's objection.
• DOE: Nothing in the Sale Documents shall affect or impair the rights or interests of the U.S. Department of Energy with respect to any property funded, purchased, improved, or developed with Assistance Award DE-MS0000002 (the "Funded Property"), which shall remain subject to all terms, conditions, and restrictions of the Assistance Award and 2 C.F.R. Parts 200 and 910.
• H2O Innovation: Nothing in the Order or the Asset Purchase Agreement determines ownership of the H2O Systems or assumes or assigns any H2O Agreement to the Purchaser; all rights of the Debtors, H2O, and the Purchaser are reserved.
• Subcontractors: Notwithstanding the conveyance of the Acquired Assets free and clear, nothing in the Order waives or affects any valid claims, rights, remedies, defenses, or causes of action held by Subcontractors arising under their applicable agreements with the Purchaser.

Retention of Jurisdiction & Governing Law

• The Court retains exclusive jurisdiction to interpret, implement, and enforce the Order and the Asset Purchase Agreement and to decide any disputes concerning them, including the status, nature, and extent of the Acquired Assets and the Contracts.
• Except to the extent the mandatory provisions of the Bankruptcy Code apply, the Agreement and any Agreement Dispute are governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts-of-law principles.

Key Dates

• Petition Date: April 9, 2026
• Bid Procedures Order Entered: April 17, 2026
• Auction Conducted: May 26, 2026
• Asset Purchase Agreement Dated: June 2, 2026
• Sale Hearing: June 3, 2026
• Sale Order Signed / Entered: June 5, 2026
• Outside Date: June 10, 2026
• WPI Licenses Disposition Deadline: June 26, 2026

Covington Asset Purchase Agreement / Sale Order Summary

Parties Involved

• Sellers: Ascend Elements, Inc. and Ascend Elements US, LLC, as Debtors, with a service address of 133 Flanders Road, Westborough, MA 01581.
• Purchaser: R3 Lithium, Inc., which submitted the highest or best bid (the "Successful Bid") for the Acquired Assets, as determined by the Debtors.
• The Purchaser is not an "insider" of any Debtor within the meaning of section 101(31) of the Bankruptcy Code, and no common identity of directors or controlling stockholders (or the equivalent thereof) exists between the Purchaser and any of the Debtors.

Assets Being Sold

• The Acquired Assets, as defined in the Asset Purchase Agreement, comprising the Debtors' interests in the Covington, Georgia assets.
• The Acquired Assets constitute property of the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code.

Consideration

• The Sale Transaction reflects a $3 million cash purchase price, of which $1.9 million is to be segregated in the Covington Proceeds Escrow (as described below).
• The consideration to be paid by the Purchaser constitutes fair and reasonable consideration for the Acquired Assets, as well as reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, and other applicable laws.
• The total consideration reflects the Purchaser's reliance on the Order to convey, pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, title to and possession of the Acquired Assets free and clear of all Encumbrances, including any potential derivative, vicarious, transferee, or successor liability Encumbrances.

Sale Process and Bid Procedures

• On April 17, 2026, the Court entered the Bid Procedures Order, which, among other things:
  • Approved the Bid Procedures and authorized the Debtors, in their discretion, to designate one or more Stalking Horse Bidders, enter into stalking horse asset purchase agreements, and seek approval of any Bid Protections;
  • Scheduled an auction (if one or more timely and acceptable Qualified Bids were received), a Sale Hearing, and the Sale Objection Deadline;
  • Approved the form and manner of the Sale Hearing Notice and the notice of the Successful Bidder;
  • Approved the Assumption and Assignment Procedures for the Assigned Contracts and the form and manner of notice to each Contract/Lease Counterparty, including notice of proposed Cure Costs.
• The Debtors having received no Qualified Bids for the Acquired Assets other than the Purchaser's Successful Bid, the Auction was canceled with respect to the Acquired Assets.
• The Debtors and their professionals adequately marketed the assets and conducted an open, fair, and non-collusive sale process in accordance with the Bid Procedures and the Bid Procedures Order, affording all creditors, parties in interest, and prospective bidders a full, fair, and reasonable opportunity to bid or object.
• The disclosures made in the Bid Procedures Motion, the Motion, the Sale Hearing Notice, the Assumption and Assignment Notice, the Supplemental Assumption and Assignment Notice, the Notice of Successful Bidder, and related documents were complete and adequate.
• The process obtained the highest or otherwise best value for the assets, and no other transaction was available or presented that would have yielded a higher or better result.

Sound Business Purpose and Highest or Best Value

• The Debtors determined, in their reasonable business judgment, consistent with their fiduciary duties and in consultation with the Consultation Parties, that the Successful Bid was the highest or otherwise best Qualified Bid for the Acquired Assets, and that consummation will yield greater value to the estates than any other available alternative transaction.
• Business justifications for the Sale Transaction include, among others:
  • The Asset Purchase Agreement constitutes the highest or best offer received for the Acquired Assets;
  • It presents the best opportunity to maximize value on a going-concern basis and to avoid decline and devaluation resulting from delay or liquidation;
  • Failure to consummate expeditiously could materially diminish creditor recoveries; and
  • Immediate consummation is necessary to maximize the value of the Debtors' estates.
• The Debtors and their respective current members, managers, officers, directors, employees, advisors, professionals, and agents (solely in such capacities) shall incur no liability to the estates or any stakeholder for any act or omission in connection with, related to, or arising out of the negotiation or consummation of the Sale Transaction, other than liability arising out of or relating to fraud as determined by a court of competent jurisdiction.

Sale Free and Clear

• The Debtors are authorized to sell the Acquired Assets free and clear of all Encumbrances (unless otherwise expressly assumed or permitted under the Asset Purchase Agreement), as one or more of the standards under section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied.
• Holders of Encumbrances that objected could be compelled in a legal or equitable proceeding to accept money in satisfaction of their Encumbrances (pursuant to section 363(f)(5)), or otherwise fall within one or more subsections of section 363(f), and are adequately protected by having such Encumbrances attach solely to the proceeds of the Sale Transaction ultimately attributable to the sale of the property in which they hold an Encumbrance, in the same order of priority and with the same validity, force, and effect as prior to the sale, subject to any rights, claims, or defenses of the Debtors and their estates.
• Holders of Encumbrances that did not object, or that withdrew their objections, are deemed to have consented to the sale free and clear pursuant to section 363(f)(2).
• The Purchaser would not have entered into the Asset Purchase Agreement or consummated the Sale Transaction if the sale were not free and clear of all Encumbrances; any alternative would yield substantially less value with less certainty.
• Following the Closing, no holder of an Encumbrance may interfere with the Purchaser's use or enjoyment of the Acquired Assets, and no bulk sales, bulk transfer, or similar law of any state or jurisdiction shall apply to the Sale Transaction.

Successor Liability

• The Purchaser is not a mere continuation of any Debtor or Debtor's estate, and there is no continuity of enterprise or common identity between the Purchaser and any Debtor; the Sale Transaction does not amount to a consolidation, merger, or de facto merger.
• Neither the Purchaser nor its affiliates or their respective successors, assigns, members, partners, principals, or shareholders shall assume or be responsible for any obligation or liability of any Debtor or Debtor's estate, except as expressly provided in the Asset Purchase Agreement.
• The transfer will not subject the Purchaser to liability relating to the operation of the Debtors' businesses prior to Closing, except that, upon Closing, the Purchaser shall remain liable for the applicable Assumed Liabilities.
• Effective upon the Closing, all persons and entities are forever barred and permanently enjoined from commencing or continuing any action against the Purchaser, its assets (including the Acquired Assets), or its successors or assigns with respect to any Encumbrance on the Acquired Assets or any successor, transferee, vicarious, or other similar liability theory — including enforcing any judgment, creating or perfecting any Encumbrance, asserting any setoff or recoupment, or revoking, terminating, or refusing to renew any license or permit to operate the Acquired Assets.
• The Purchaser shall not assume, or be deemed to have assumed, any Excluded Liabilities, bulk sales law liability, or successor or vicarious liability, except as otherwise expressly provided in the Asset Purchase Agreement and related notices.

Good-Faith Purchaser

• The Debtors, the Purchaser, and their respective advisors negotiated and entered into the Asset Purchase Agreement in good faith, without collusion, and from arm's-length bargaining positions.
• The Purchaser is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to all protections afforded thereby, the Debtors having been free to deal with any other interested party.
• Neither party engaged in conduct that would cause the Sale Transaction to be avoided or subject to damages under section 363(n), and the Purchaser did not act collusively or under any agreement among bidders; the Asset Purchase Agreement was not entered into to hinder, delay, or defraud creditors.
• Neither the Sale Transaction nor the Asset Purchase Agreement is subject to avoidance, and no party is entitled to damages or other recovery under section 363(n).

Assumption and Assignment of Contracts

• The assumption and assignment of the Assigned Contracts are an integral part of the Sale Transaction, are in the best interests of the Debtors and their estates, and represent a valid and reasonable exercise of the Debtors' sound business judgment.
• The Debtors have met all requirements of section 365(b), including providing adequate assurance of cure of any existing defaults on or before the Closing Date, and the Purchaser has demonstrated adequate assurance of future performance within the meaning of sections 365(b)(1)(C), 365(f)(2)(B), and 365(b)(3) (to the extent applicable).
• Any Contract/Lease Counterparty that did not timely file and serve an objection is deemed to have consented to the assumption and assignment of its Assigned Contract.
• Upon assumption and assignment, the Purchaser shall be fully and irrevocably vested with all right, title, and interest of the Debtors in the Assigned Contracts, and the Debtors shall be relieved of further liability pursuant to section 365(k); such assumption and assignment shall not constitute a default under or termination of any Contract.
• Any contractual provision purporting to prohibit, restrict, or condition assignment; to authorize termination based on the bankruptcy filing or the Debtors' financial condition; to declare a default upon a change in control; or to provide for additional payments or other financial accommodations, shall have no force or effect as an unenforceable anti-assignment provision under sections 365(f) and/or 365(e).

Cure Costs

• Unless subject to a timely objection, Cure Costs for the Assigned Contracts are fixed at the amounts set forth in the Assumption and Assignment Notice or any Supplemental Assumption and Assignment Notice, and defaults shall be deemed cured upon payment or other satisfaction of such Cure Costs.
• All Cure Objections have been overruled, withdrawn, waived, settled, or otherwise resolved, except that unresolved Cure Objections may be heard at a later date set by the Court; the pendency of any such dispute shall not delay the assumption or assignment of any other Contract or the closing of the Sale Transaction.
• For a Disputed Contract, the Debtors, with the Purchaser's consent and in accordance with the Asset Purchase Agreement or the Order, may elect either not to assume and assign the Disputed Contract or to postpone its assumption until resolution of the objection; in no event may a Debtor settle a Cure Costs objection regarding a Disputed Contract without the Purchaser's express written consent (email consent being sufficient).

Licenses and Permits

• To the extent provided in the Asset Purchase Agreement and available under applicable law, the Purchaser is authorized, as of the Closing Date, to operate under the Debtors' licenses, permits, registrations, and other governmental authorizations relating to the Acquired Assets and Assigned Contracts, which are directed to be transferred as of the Closing Date.
• Where a necessary license or permit is determined not to be an assumable executory contract, the Purchaser shall apply for and obtain it promptly after Closing, with the Debtors' existing license or permit remaining in place for the Purchaser's benefit until a new one is obtained.
• To the extent provided by section 525 of the Bankruptcy Code, no governmental unit may revoke or suspend any permit or license relating to the Acquired Assets on account of the filing or pendency of these Chapter 11 Cases or the consummation of the Sale Transaction.

Covington Proceeds Escrow (AMCON)

• The Limited Objection and Reservation of Rights filed by AM Construction Inc. d/b/a AMCON Industrial ("AMCON") is resolved by paragraphs 39 and 40 of the Order and withdrawn with prejudice as to the specific issues addressed; all other rights reserved by AMCON, including those in its Proof of Claim (ECF Claim No. 12), are expressly preserved.
• $1.9 million of the $3 million cash purchase price shall be segregated in a separate, interest-bearing escrow account maintained by the Debtors (the "Covington Proceeds Escrow"), pending the Court's determination of the validity, enforceability, priority, extent, and amount of all Encumbrances attaching to such proceeds—including AMCON's mechanics' and materialmen's lien recorded in Newton County, Georgia (Book 306, Pages 221–223, Doc. No. L2025-007034) (the "M&M Lien")—the allocation of the Cash Purchase Price among the Acquired Assets, and the priority of all competing claims.
• No distributions may be made from the Covington Proceeds Escrow on account of any administrative expense, regulatory, environmental, tax, cure cost, professional fee, or other claim without further order of the Court after notice to AMCON and an opportunity to be heard, or AMCON's written consent.
• AMCON and the Debtors have agreed to expedited litigation of AMCON's asserted M&M Lien and the allocation of sale proceeds, with a targeted final hearing or resolution date no later than July 31, 2026, subject to the Court's availability.
• AMCON's rights against the Covington Proceeds Escrow, and against Covington Industrial LLC (the landlord) or any other non-debtor party, are preserved; the Court retains jurisdiction over the allocation and priority determinations; and AMCON's consent to the sale free and clear under section 363(f) is conditioned on these protections.
• The Covington Proceeds Escrow reflects a negotiated resolution to facilitate the sale and does not constitute any determination or admission regarding the validity, extent, priority, enforceability, or amount of AMCON's asserted lien or the allocation of the purchase price.

Governmental and Regulatory Provisions

• Nothing in the Sale Documents shall release or enjoin enforcement of any police or regulatory power; affect the setoff or recoupment rights of the United States; confer exclusive jurisdiction on the Bankruptcy Court beyond 28 U.S.C. § 1334; authorize the transfer of any federal or state Governmental Interests without compliance with their terms and applicable non-bankruptcy law; set cure amounts or require the United States or any state to novate or consent; expand the scope of 11 U.S.C. § 525; or limit U.S. rights under applicable non-bankruptcy law, including the Bayh-Dole Act (35 U.S.C. 201 et seq.).
• Nothing shall affect or impair the rights or interests of the U.S. Department of Energy with respect to any property funded, purchased, improved, or developed under Assistance Award DE-MS0000002 (the "Funded Property"), which shall remain subject to that Award's terms, conditions, and restrictions and 2 C.F.R. Parts 200 and 910; any future disposition of the Funded Property must comply with those terms and all applicable non-bankruptcy law. Notwithstanding the foregoing, all of the Purchaser's rights are reserved with respect to the Funded Property and Assistance Award DE-MS0000002.
• The Georgia Department of Natural Resources, Environmental Protection Division ("GA EPD") consents to the transfer to the Purchaser of the Variance granted to Ascend Elements, Inc. by letter dated December 12, 2022, and the Purchaser agrees to adhere to its requirements, including maintenance of current security.
  • Within ninety (90) days of entry of the Order, the Purchaser and GA EPD will review the Purchaser's operations to determine whether the Variance will be maintained, a RCRA Part B permit will be required, or neither will be required.
  • If a RCRA Part B permit is required (such determination to be made no later than 120 days of the Order), the Variance shall remain in place until a RCRA Part B permit has been issued or GA EPD finally determines, after all appeals are exhausted, that one will be issued.

No Sub Rosa Plan

• Neither the Sale Transaction nor the Asset Purchase Agreement impermissibly restructures the rights of the Debtors' creditors or dictates the terms of a liquidating plan, nor constitutes a sub rosa or de facto plan of reorganization or liquidation, as neither proposes to impair or restructure existing debt or equity interests, impair or circumvent voting rights, circumvent chapter 11 safeguards under sections 1125 and 1129, or classify claims or equity interests or extend debt maturities.

No Stay of Order

• Time is of the essence to implement the Asset Purchase Agreement and consummate the Sale Transaction, which must be approved and consummated promptly to preserve the value of the Acquired Assets and ensure the Debtors' compliance with their post-petition financing obligations.
• Notwithstanding Bankruptcy Rules 6004(h), 6006(d), and 7062 and any applicable Local Rules, the Order shall not be stayed and shall be effective and enforceable immediately upon entry.
• Any party objecting must exercise due diligence in filing an appeal and obtaining a stay prior to Closing, or risk its appeal being foreclosed as moot.

Jurisdiction, Statutory Predicates, and Governing Terms

• The Court has jurisdiction pursuant to 28 U.S.C. § 1334 (including exclusive in rem jurisdiction over the Acquired Assets under § 1334(e)) and the Amended Standing Order of Reference from the United States District Court for the Southern District of Texas, dated May 24, 2012; this is a core proceeding under 28 U.S.C. § 157(b), the Court may enter a final order under Article III, and venue is proper under 28 U.S.C. §§ 1408 and 1409. This Order is a final order within the meaning of 28 U.S.C. § 158(a).
• The statutory predicates are sections 105(a), 363, 365, and 503 of the Bankruptcy Code; Bankruptcy Rules 2002, 6004, 6006, 9006, 9007, 9008, and 9014; Local Rules 2002-1 and 4002-1; and the Complex Case Procedures for the Southern District of Texas.
• The Court retains exclusive jurisdiction to interpret, implement, and enforce the Order and the Asset Purchase Agreement and to decide any related disputes, including the status, nature, and extent of the Acquired Assets and the Assigned Contracts.
• The Asset Purchase Agreement may be amended, supplemented, or modified without further order of the Court, provided that no such change has a material adverse effect on the Debtors' estates. To the extent of any inconsistency, the terms of the Order govern over any prior order or pleading and over the Asset Purchase Agreement.

Key Dates

• Bid Procedures Order Entered: April 17, 2026
• Publication Notice (The New York Times): April 16, 2026 and April 23, 2026
• Asset Purchase Agreement Dated: June 19, 2026
• Sale Hearing: June 29, 2026
• Sale Order Signed: June 30, 2026
• AMCON M&M Lien Litigation — Targeted Final Hearing/Resolution: no later than July 31, 2026
• GA EPD Operations Review: within 90 days of entry of the Order (RCRA Part B permit determination no later than 120 days of the Order)