Bitcoin Depot - Chapter 11 Plan Terms

Plan Terms

Overview

• As of the Petition Date, the Company owned and operated the largest network of Bitcoin ATMs (“BTMs” or “Kiosks”) across North America, enabling customers to buy and sell Bitcoin using cash through one-way exchanges of cash-to-Bitcoin.
  • As of December 31, 2025, the Company operated approximately 9,700 Kiosks across 48 U.S. states, 10 Canadian provinces, and 6 Australian states, with subsidiaries in 9 countries. Kiosk revenue was $613.6 million in fiscal year 2025, representing approximately 99.8% of total revenue. The Company also operated BDCheckout at approximately 16,300 retail locations, acquired Kutt on February 27, 2026 for $4.5 million, and launched ReadyBucks on March 10, 2026.
  • Prior to the Petition Date, the Company faced lawsuits and investigations from eleven state agencies, a voluntary information request from the SEC, and an FTC investigation, as well as an approximately $18.5 million arbitration award in favor of Cash Cloud, Inc. against Debtor BitAccess Inc. Following implementation of enhanced KYC requirements in October 2025, first-quarter 2026 revenue declined by $80.7 million, or 49.2%, versus first-quarter 2025.
  • The new management team’s assessment of the business ultimately caused the Company to take its BTMs offline and pause the majority of its operations to focus on asset monetization through a chapter 11 process for the benefit of all stakeholders.
• The Company’s organizational structure consisted of twenty-four Entities as of the Petition Date. Bitcoin Depot is the ultimate parent entity and is publicly owned, with Brandon Mintz remaining the controlling shareholder. Bitcoin Depot directly or indirectly owns 23 subsidiaries; Article I.B states that 17 of them, together with Bitcoin Depot, are Debtors, while the Article XVI definition of “Debtors” names 17 Debtor entities in total (Bitcoin Depot plus 16 subsidiaries) and the definition of “Non-Debtor Affiliates” names seven non-Debtor entities — a discrepancy to be confirmed. The Debtors include the borrower and each entity that is a guarantor under the Term Loan Facility.
  • The non-Debtor entities are all foreign entities which, other than AUS BTM Pty. Ltd., have few or no creditors and de minimis assets and operations. AUS BTM Pty. Ltd. owns approximately 140 Kiosks in Australia and is commencing a wind-down through an Australian insolvency proceeding; the remaining non-Debtor entities have begun or will imminently begin liquidating and winding down in their respective jurisdictions.
• The Debtors entered these Chapter 11 Cases with approximately $15,713,027 in principal amount of funded debt liabilities:
  • Term Loan Facility: Kiosk HoldCo LLC, a wholly-owned indirect subsidiary of Bitcoin Depot, is the borrower under the Term Loan Agreement (Second Amended and Restated Credit Agreement dated November 1, 2024), with Silverview Credit Partners LP as Term Loan Agent. The facility was originally in the initial aggregate principal amount of $36,450,000; in connection with Amendment No. 2 the borrower was required to make a $7,000,000 prepayment. The obligations are purported to be secured by a first-priority lien on substantially all assets of Debtors Kiosk HoldCo LLC, HoldCo, Bitcoin Depot Operating, Intuitive Software LLC, Digital Gold Ventures Inc., BitAccess Inc., Mintz Assets, Inc., Express Vending Inc., and Kiosk Technicians, LLC. As of the Petition Date, approximately $13,338,000 in principal remained outstanding, bearing interest at 17.00% per annum and scheduled to mature on December 15, 2027, and the Debtors’ prepetition secured lender asserted approximately $13,338,000 in principal, $198,784 in accrued but unpaid interest, and a $3,100,000 exit fee (the “Exit Fee”).
  • Equipment Financing Agreements: approximately $2,375,027 in aggregate principal, consisting of approximately $963,921 under the NFS Equipment Agreements and approximately $1,411,106 under the VFS Equipment Agreements. In 2023 and 2024, Debtor Bitcoin Depot Operating LLC, as successor to Lux Vending, LLC, became party to approximately ten equipment lease agreements with NFS Leasing, Inc. (under the Master Equipment Lease dated November 22, 2021) and five collateralized term loan agreements with VFS LLC (under the Master Equipment Finance Agreement dated June 29, 2021); Bitcoin Depot entered into a corporate guaranty with VFS on December 12, 2023.
• The Debtors are proposing the first amended combined disclosure statement and chapter 11 plan of liquidation, as modified on July 30, 2026 (the “Combined Disclosure Statement and Plan”), pursuant to sections 1125 and 1129 of the Bankruptcy Code, on a separate, or debtor-by-debtor, basis for each Debtor for both voting and distribution purposes. The Debtors are represented by Vinson & Elkins LLP, with Portage Point (Triple P TRS, LLC) as financial advisor, Hilco as sale advisor, Kroll Restructuring Administration LLC as Claims and Noticing Agent, and Thomas Studebaker as Chief Restructuring Officer.

Settlements

• On July 24, 2026, following arms’-length good faith negotiations, the Term Loan Settlement Parties — the Debtors, the Term Loan Secured Parties, and the Committee — agreed to the terms of the Term Loan Settlement and the Term Loan Settlement Term Sheet.
  • The Term Loan Settlement is the negotiated compromise between the Debtors, the Term Loan Secured Parties, and the Committee resolving any Challenge(s) or potential Challenge(s) by the Debtors and/or the Committee.
  • Its terms are incorporated into the Combined Disclosure Statement and Plan and include, among other things, payment of principal and accrued interest under the Term Loan Debt, release of the remaining funds from the Adequate Protection Account, the receipt of Series A Liquidation Trust Interests and Cash distributions in satisfaction of the remaining Term Loan Claims, and the Term Loan Secured Parties’ agreement to support confirmation.
  • The Term Loan Settlement Amount is $500,000.
  • The Term Loan Claims shall be Allowed in an amount agreed upon by the Term Loan Agent, the Debtors, and the Committee pursuant to the Term Loan Settlement, subject to any necessary Bankruptcy Court approval under Bankruptcy Rule 9019, which may be effectuated pursuant to the Confirmation Order.
• On July 28, 2026, following arms’-length, good faith negotiations, the UCC Settlement Parties — the Debtors and the Committee — agreed to the terms of the UCC Settlement.
  • Its terms are incorporated into the Combined Disclosure Statement and Plan and include, among other things, the Minimum Trust Funding, the funding of the Claims Reserve, the continued cooperation of the Specified Released Parties, a standstill by the Committee on any potential disputes, and the Committee’s agreement to support confirmation.
  • Minimum Trust Funding means no less than $550,000 in Cash.
• Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, upon the Effective Date the provisions of the Combined Disclosure Statement and Plan shall constitute a good faith compromise and settlement of all Claims, Interests, issues, disputes and controversies that were, or could have been, asserted in connection with the Debtors and the Chapter 11 Cases, except for those expressly preserved by the Combined Disclosure Statement and Plan and the Retained Causes of Action, which are being contributed to the Liquidation Trust.
  • The Combined Disclosure Statement and Plan shall be deemed a motion to approve such compromise and settlement, and entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval as well as a finding that the settlement is fair, equitable, reasonable, and in the best interests of the Debtors and their Estates.
  • Subject to the provisions of the Combined Disclosure Statement and Plan, all distributions made to Holders of Allowed Claims and Allowed Interests in any Class are intended to be and shall be final.

Cash Collateral

• Prior to and immediately following the Petition Date, the Debtors and certain of their Advisors engaged in extensive arm’s-length, good-faith negotiations with the Term Loan Secured Parties regarding the use of Cash Collateral, which the Bankruptcy Court authorized pursuant to the Cash Collateral Orders. The Interim Cash Collateral Orders comprise five separate interim orders (Docket Nos. 44, 184, 327, 454, and 488), and the Final Cash Collateral Order is Docket No. 516.
  • Access to Cash Collateral enabled the Debtors to, among other things, honor employee benefits and wages, procure goods and services, and fund general and corporate business needs and the administration of these Chapter 11 Cases.
• Pursuant to the Interim Cash Collateral Orders, on May 21, 2026, the Debtors deposited $17,220,000 into the Adequate Protection Account, which funds shall be maintained in such account and not utilized by the Debtors or any other party except by further order of the Court.
• On July 24, 2026, the Bankruptcy Court entered the Final Cash Collateral Order authorizing the Debtors’ use of Cash Collateral through the Effective Date, with the Term Loan Settlement Term Sheet attached as Exhibit 1.
  • If no Challenge is commenced by a party in interest (other than the Debtors and the Committee) prior to expiration of the Non-Debtor Challenge Period, the Debtors will distribute $14,018,139.60 to the Term Loan Secured Parties in partial satisfaction of the Term Loan Claims.
• On the Effective Date, any Adequate Protection Claims — the superpriority administrative expense Claims granted to the Term Loan Secured Parties pursuant to the Cash Collateral Orders under sections 503(b) and 507(b) of the Bankruptcy Code, subject and subordinate only to the Carve Out — shall be deemed waived and released.

Sales Process and Asset Abandonment

• The Debtors are conducting a sale process led by Hilco for the sale of substantially all of their Assets.
  • The Bidding Procedures Order provides that the Debtors will not sell state money-transmitter licenses or Bitcoin ATM customer information without further Court order, except for certain Kutt or ReadyBucks customer information to the extent permitted by applicable law and the Debtors’ privacy policies.
  • The Bidding Procedures Order (entered June 10, 2026) set a Bid Deadline of June 22, 2026 at 5:00 p.m. (CT), an Auction date of June 23, 2026, a Sale Objection Deadline of June 29, 2026, and a Sale Hearing on July 2, 2026. On the Bid Deadline, the Debtors received several bids for Assets. On July 8, 2026 and July 10, 2026, the Bankruptcy Court entered four sale Orders approving sales of certain Assets. Following entry of those Orders, the Debtors continued to market their remaining Assets, evaluate further Bids, and seek approval of additional sales; on July 24, 2026, the Bankruptcy Court entered an additional six sale Orders approving the sale of various other Assets. If applicable, Bitcoin Depot, as foreign representative, will also seek a Canadian Sale Order recognizing and enforcing each Sale Order in Canada and approving the sale of the Canadian Assets.
  • The Debtors have also sought to abandon certain Assets in connection with the rejection of executory contracts and unexpired leases pursuant to the Rejection Procedures.
• Unless otherwise specified, all Assets not sold pursuant to the Sales Process or abandoned pursuant to the Rejection Procedures Order (other than the Non-Contributed Assets) will be contributed to the Liquidation Trust as part of the Liquidation Trust Assets.
  • The Combined Disclosure Statement and Plan shall constitute a motion to abandon the Non-Contributed Assets, and the Confirmation Order shall constitute (i) authorization of the Bankruptcy Court to abandon the Non-Contributed Assets under section 554 of the Bankruptcy Code and (ii) an order of abandonment as of the Effective Date.
  • Non-Contributed Assets means (i) any property of the Debtors abandoned under section 554 of the Bankruptcy Code prior to the Effective Date and (ii) any asset, right, arrangement, non-executory contract, or other property listed in the Plan Supplement as a Non-Contributed Asset.
  • The Non-Contributed Assets shall not be contributed to the Liquidation Trust, and the Liquidation Trust shall have no ownership interest in them.
• All of the Debtors’ rights and obligations under any 363 Asset Purchase Agreement or any transaction documents related to any 363 Asset Sale shall be assigned to and vest in the Liquidation Trust.

Treatment of Claims and Interests

• In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Claims, Adequate Protection Claims, and Priority Tax Claims are not classified.
  • Administrative Claims (other than Professional Claims and Statutory Fees): payment in full in Cash from the Claims Reserve, on the Effective Date if Allowed by then; no later than 30 days after an allowance order becomes a Final Order if Allowed later; in the ordinary course if incurred postpetition in the ordinary course; or on such other terms as agreed with the Holder or ordered by the Bankruptcy Court.
  • Statutory Fees: all Statutory Fees due prior to the Effective Date shall be paid by the Debtors on the Effective Date, and thereafter by the Liquidation Trustee when due; each Debtor remains obligated to pay Statutory Fees to the U.S. Trustee until its case is closed, dismissed, or converted. The U.S. Trustee is not required to file an Administrative Claim and is not treated as providing any release under the Combined Disclosure Statement and Plan.
  • Priority Tax Claims: payment in full in Cash from the Claims Reserve on the Effective Date, at the option of the Debtors or the Liquidation Trustee, or treatment otherwise consistent with section 1129(a)(9), unless the Holder agrees to less favorable treatment. A Holder is not entitled to any payment on account of any related penalty; such penalty Claims are classified as General Unsecured Claims (if not subordinated by order of the Bankruptcy Court), and the Holder shall not assess or attempt to collect the penalty from the Debtors, the Liquidation Trustee, the Liquidation Trust, or their property.
• Class 1 – Senior Priority Lien Claims: To the extent there are any Allowed Senior Priority Lien Claims, and unless the Holder and the applicable Debtor or the Liquidation Trustee agree to a different treatment, each Holder shall receive on the Effective Date or as soon as practicable thereafter, at the option of the applicable Debtor or the Liquidation Trustee, (i) payment in full in Cash from the Claims Reserve, (ii) the collateral securing such Claim, or (iii) such other treatment that renders the Claim Unimpaired under section 1124 of the Bankruptcy Code. Unimpaired; conclusively presumed to accept under section 1126(f); not entitled to vote.
• Class 2 – Other Priority Claims: Each Holder shall receive, at the option of the Debtors or the Liquidation Trustee, payment in full in Cash from the Claims Reserve on the Effective Date, or treatment otherwise consistent with section 1129(a)(9) of the Bankruptcy Code, unless the Holder agrees to a less favorable treatment. Unimpaired; not entitled to vote.
• Class 3 – Term Loan Claims: Each Holder of an Allowed Term Loan Claim shall receive, on or before the Effective Date or as soon as reasonably practicable thereafter, (i) the Term Loan Settlement Amount and (ii) Series A Liquidation Trust Interests. Impaired; entitled to vote.
• Class 4 – Equipment Financing Agreement Claims: Impaired; entitled to vote.
  • Allowance: (i) $963,921 in principal with respect to NFS Financing Agreement Claims and (ii) $1,411,106 in principal with respect to VFS Financing Agreement Claims, plus in each case any accrued interest and any other reasonable fees, costs, or charges as may be agreed to by the Debtors or Allowed by a Final Order pursuant to section 506(b) of the Bankruptcy Code.
  • Treatment: (i) Cash equal to such Holder’s applicable Equipment Financing Agreement Collateral Proceeds and (ii) solely to the extent the amount of such Holder’s Allowed Equipment Financing Agreement Claims as of the Petition Date exceeds the applicable Equipment Financing Agreement Collateral Proceeds (such claims, “Equipment Financing Agreement Deficiency Claims”), such Holder’s Pro Rata share of Series B Liquidation Trust Interests.
• Class 5 – General Unsecured Claims: Each Holder shall receive, on the Effective Date or as soon as reasonably practicable thereafter, its Pro Rata share of the Series B Liquidation Trust Interests. Impaired; entitled to vote.
• Class 6 – Intercompany Claims: At the election of the Liquidation Trustee, and subject to the orders of the CCAA Court in the Canadian Proceedings, Allowed Intercompany Claims shall be (a) Reinstated, (b) converted to equity, (c) otherwise set off, settled, distributed, contributed, cancelled, or released, or (d) otherwise addressed at the option of the Liquidation Trustee without any distribution, in each case in accordance with the Liquidation Trust Agreement.
  • Holders of Intercompany Claims are either Unimpaired (and conclusively presumed to accept under section 1126(f)) or Impaired (and deemed to reject under section 1126(g)); in either case they are not entitled to vote. No Intercompany Claim shall be entitled to vote or receive a distribution, and no Holder of an Intercompany Claim shall become a beneficiary of the Liquidation Trust.
• Class 7 – Subordinated Claims: Holders shall not receive any distribution on account of such Claims, and on the Effective Date all Subordinated Claims shall be discharged, cancelled, released, and extinguished and shall be of no further force or effect. Impaired; conclusively deemed to have rejected pursuant to section 1126(g) of the Bankruptcy Code; not entitled to vote.
• Class 8 – Intercompany Interests: At the election of the Liquidation Trustee, and subject to the orders of the CCAA Court, Allowed Intercompany Interests shall be (a) Reinstated, (b) set off, settled, addressed, distributed, contributed, merged, cancelled, or released, or (c) otherwise addressed at the option of the Liquidation Trustee, without any distribution, in each case in accordance with the Liquidation Trust Agreement.
  • Holders of Intercompany Interests are either Unimpaired (and conclusively presumed to accept under section 1126(f)) or Impaired (and deemed to reject under section 1126(g)); in either case they are not entitled to vote. No Holder of an Intercompany Interest shall become a beneficiary of the Liquidation Trust.
• Class 9 – Equity Interests: Holders will not receive any distribution or property on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date. Conclusively deemed to have rejected pursuant to section 1126(g) of the Bankruptcy Code; not entitled to vote.
• Projected principal amounts of Claims and estimated recoveries: Class 3 Term Loan Claims — $17,118,140; Class 4 Equipment Financing Agreement Claims — $2,375,027; Classes 1 and 2 — 100% estimated recovery; Classes 3, 4, and 5 — greater than 0%; Classes 6 through 9 — none or not applicable. (The corresponding table and its footnote are partially illegible in the filed copy reviewed and should be confirmed against a clean version.)
• “Pro Rata” is calculated on a per-Debtor basis — the proportion that an Allowed Claim in Class 4 or Class 5 for each Debtor bears to the aggregate amount of all Allowed Claims in such Classes for that Debtor. Until all Disputed Claims in a Class are resolved, Disputed Claims are treated as Allowed in their face amount (or, if unliquidated, in an amount determined in the reasonable discretion of the Debtors or the Liquidation Trustee) for purposes of calculating Pro Rata distributions.
• Holders of Allowed Claims against more than one Debtor shall be treated as having a single Allowed Claim solely for purposes of any distribution.
• All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims.

Liquidation Trust

• On or prior to the Effective Date, the Liquidation Trust shall be established in accordance with the Liquidation Trust Agreement for the purpose of liquidating the Liquidation Trust Assets, resolving all Disputed Claims, making all distributions to holders of Allowed Claims, and otherwise implementing the Combined Disclosure Statement and Plan.
  • The Liquidation Trust’s primary purpose is liquidating the Liquidation Trust Assets, with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, its liquidating purpose and to conserve and protect the Liquidation Trust Assets and provide for their orderly liquidation.
  • Liquidation Trust Assets means all Assets held by the Debtors as of the Effective Date (including the Minimum Trust Funding), other than the Non-Contributed Assets.
  • Liquidation Trust Beneficiaries are the Holders of Allowed General Unsecured Claims, Holders of Allowed Term Loan Claims, and, if applicable, Holders of Allowed Equipment Financing Agreement Deficiency Claims.
  • Series A Liquidation Trust Interests are to be distributed to Holders of Allowed Term Loan Claims; Series B Liquidation Trust Interests are to be distributed on a Pro Rata basis to Holders of Allowed General Unsecured Claims and, if applicable, Holders of Allowed Equipment Financing Agreement Deficiency Claims.
• Governance and administration:
  • The Liquidation Trustee shall be selected by the Committee and is identified in the Combined Disclosure Statement and Plan as Thomas A. Pitta. The Liquidation Trustee shall be the successor to and representative of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, and shall be the exclusive trustee of the Liquidation Trust Assets for purposes of 31 U.S.C. § 3713(b) and section 6012(b)(4) of the Tax Code. Notwithstanding the foregoing, the Liquidation Trust shall not be considered a successor of any Debtor and shall not assume any obligations of any Debtor other than as expressly provided in the Combined Disclosure Statement and Plan and the Liquidation Trust Agreement.
  • The Liquidation Trust will be overseen by the Liquidation Trust Oversight Board, a four-member body with membership appointed by the Committee on the Effective Date, one member of which will be the Term Loan Agent. In the event of a resignation, a replacement may be appointed in accordance with the Liquidation Trust Agreement; unless and until any vacancy is filled, the board shall function with such reduced membership.
  • The Liquidation Trustee shall have the sole power and authority to distribute the proceeds of the Liquidation Trust Assets to Liquidation Trust Beneficiaries, and, with the consent of the Liquidation Trust Oversight Board, shall be responsible for establishing the Liquidation Trust Assets Allocation for apportioning Liquidation Trust Assets allocated for distribution to Holders of Claims against the applicable Debtor. Upon approval by the Oversight Board, the allocation is deemed conclusive as to the maximum amount of Liquidation Trust Assets available for distribution to Holders of Claims against each respective Debtor; if the Oversight Board does not approve it, the Liquidation Trustee may seek Bankruptcy Court approval, and the allocation becomes conclusive upon entry of a Final Order approving it.
  • The Liquidation Trustee may abandon any Liquidation Trust Assets determined in his or her reasonable discretion to be of de minimis value or burdensome to the Liquidation Trust, including any pending adversary proceeding or other legal action commenced or capable of being commenced by the Debtors prior to the Effective Date.
  • Liquidation Trust Expenses shall be paid after the Effective Date pursuant to the terms of the Liquidation Trust Agreement. The Liquidation Trustee and all professionals retained by the Liquidation Trustee shall be deemed exculpated and indemnified, except for fraud, willful misconduct, or gross negligence, in all respects by each of the Debtors, and the Liquidation Trust Agreement may include reasonable and customary indemnification provisions for the benefit of the Liquidation Trustee, the Liquidation Trust Oversight Board and its members, and/or other parties. Without further notice to the Bankruptcy Court, the Liquidation Trust Beneficiaries, or any other party, and without further order, the Liquidation Trustee may (a) retain and rely upon advice of counsel, (b) retain counsel on a contingent basis to pursue Retained Causes of Action, and/or (c) obtain litigation financing or similar financing in the name of and on behalf of the Liquidation Trust, which financing shall be subject to approval by the Liquidation Trust Oversight Board. Any indemnification is the sole responsibility of the Liquidation Trust and payable solely from the Liquidation Trust Assets.
• Standing, vesting, and privilege:
  • Upon the Effective Date, all Liquidation Trust Assets, including the Minimum Trust Funding, shall immediately, automatically, and irrevocably vest in the Liquidation Trust free and clear of all Claims, Liens, Interests, encumbrances, charges, and other interests, other than the Canadian Charges.
  • Pursuant to the Committee Settlement (an undefined term in the Combined Disclosure Statement and Plan that appears to refer to the UCC Settlement), on the Effective Date the Debtors shall fund the Liquidation Trust with no less than $550,000 in Cash and shall transfer to the Liquidation Trust the Retained Causes of Action against the Non-Released Parties, in each case for the benefit of the Liquidation Trust Beneficiaries.
  • The Liquidation Trust, acting through the Liquidation Trustee, shall be the sole representative of the Estates under section 1123(b)(3) of the Bankruptcy Code with respect to the Liquidation Trust Assets, including the Retained Causes of Action, and the Confirmation Order shall contain a finding that the Liquidation Trust has standing to pursue any claim or Cause of Action not released under Article IX.B and Article IX.C.
  • Upon the Effective Date, the Debtors shall share all communications or documents subject to the attorney-client privilege, work product protection, or other applicable privilege with the Liquidation Trust, and any attorney-client, work-product, joint interest, or other privilege or immunity attaching to any prepetition documents or communications relating to the Retained Causes of Action shall be transferred to and vest in the Liquidation Trust. Such sharing shall not operate as a waiver of any applicable privilege, shall not waive privileges possessed or retained by any Debtor, and shall not eliminate any codefendant’s rights to any applicable joint privilege. The Liquidation Trust shall also be vested with each Debtor’s pre-Effective Date rights to conduct discovery and oral examinations under Bankruptcy Rule 2004.
• Cooperation of the Debtors:
  • Prior to the Effective Date at the Debtors’ cost, and on or after the Effective Date at the sole cost and expense of the Liquidation Trust, the Debtors shall use commercially reasonable efforts to preserve (including through device imaging) and provide to the Liquidation Trust: (a) all documents, communications, and other information (“Information”) provided to (i) Debevoise in connection with the Investigation and (ii) Goodwin Procter LLP in connection with the special committee’s investigation of the Debtors’ compliance practices, together with complete and unredacted versions of the reports prepared by the Investigation Subcommittee, the special committee, and/or their counsel (unredacted reports may be provided to the Liquidation Trustee and Oversight Board members on a confidential basis); (b) all Information produced or ready to be produced by the Debtors in discovery in the Chapter 11 Cases; and (c) such other Information relating to the Retained Causes of Action in the Debtors’ possession, custody, and control as the parties may agree after conferring in good faith.
  • The Debtors shall preserve all Information subject to existing litigation holds, which remain in effect. The Debtors are not required to incur any liability for fees or expenses (including indemnification obligations) resulting from such preservation or production — documented costs are borne or promptly reimbursed by the Liquidation Trust as Liquidation Trust Expenses — or to take actions they reasonably determine would harm the merits of, create defenses to, or otherwise prejudice the Liquidation Trust Assets, including the Retained Causes of Action, following good-faith consultation and coordination, or subject to any further court order requiring production. The Liquidation Trust’s receipt of such materials does not constitute a waiver of any privilege.
  • Notwithstanding anything to the contrary, the Debtors shall transfer all Information to the Liquidation Trust on the Effective Date.
• Tax treatment and term:
  • For U.S. federal income tax purposes, the Liquidation Trust shall be treated as a “grantor trust” within the meaning of Sections 671 through 679 of the Tax Code, and the Liquidation Trust Beneficiaries shall be treated as the grantors of the Liquidation Trust and the owners of the Liquidation Trust Assets. Except to the extent all or any portion of the Liquidation Trust is treated as one or more disputed ownership funds under Treasury Regulation § 1.468B-9, the Liquidation Trust is intended to be treated as a liquidating trust described in Treasury Regulation § 301.7701-4(d).
  • The Liquidation Trust Agreement shall require that the Liquidation Trust terminate no later than five years after the Effective Date; provided that if the Bankruptcy Court approves an extension based on a finding that it is necessary for the Liquidation Trust to complete its liquidating purpose, the term may be extended one or more times for a finite period, with such approval required within six months of the beginning of the extended term.

Distributions

• All distributions shall be made by the Disbursing Agent, an Entity selected by the Liquidation Trustee, which shall not be required to post bond or surety unless ordered; distributions to Holders of Liquidation Trust Interests are made by the Liquidation Trustee under the Combined Disclosure Statement and Plan, the Confirmation Order, and the Liquidation Trust Agreement.
• The Distribution Record Date is 5:00 p.m. (Central Time) on the Confirmation Date. On that date the Claims Register closes, and any party responsible for distributions is authorized to recognize only record Holders listed as of that time. If a Claim is transferred 20 or fewer days before the Distribution Record Date, the Disbursing Agent shall make distributions to the transferee only to the extent practical and only if the transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.
• No distribution shall be made on account of an Allowed Claim if the amount to be distributed has an economic value of less than $250.
• Undeliverable distributions are held until the Disbursing Agent determines the Holder’s then-current address, and are deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year from the Effective Date; thereafter all unclaimed property reverts to the Liquidation Trust automatically, notwithstanding any federal, provincial, or state escheat or abandoned property laws, and the Holder’s Claim to such property is discharged and forever barred.
• On the Effective Date, each Holder of a certificate or instrument evidencing a Claim or Interest, and each Holder of an Equity Interest not represented by a certificate, is deemed to have surrendered it to the Disbursing Agent; such cancellation is solely with respect to the Debtors and does not alter obligations or rights among non-Debtor third parties, including charging liens, priority of payment, and indemnification rights.
• Distributions in respect of Allowed Claims are allocated first to principal (as determined for U.S. federal income tax purposes) and then to accrued but unpaid interest. Unless otherwise provided in the Combined Disclosure Statement and Plan, the Confirmation Order, or the Cash Collateral Orders, or required by law, postpetition interest shall not accrue or be paid on prepetition Claims.
• Any Claim asserted in a currency other than U.S. dollars is automatically deemed converted as of the Effective Date at the rate published in The Wall Street Journal, National Edition, on the Effective Date.
• The Liquidation Trustee or Disbursing Agent may set off and/or recoup against distributions under section 553, to the extent agreed in amount or adjudicated; failure to effectuate a setoff does not waive any Retained Causes of Action.
• No Holder shall receive more than payment in full of its Allowed Claim. A Holder with an Allowed Claim against more than one Debtor’s Estate may recover distributions from all co-obligor Debtors until paid in full. (Compare Article IV.A, which provides that Holders of Allowed Claims against more than one Debtor are treated as having a single Allowed Claim solely for purposes of any distribution.)
• Claims are deemed satisfied to the extent paid by a non-Debtor, subject to a 21-day objection window; a Holder receiving both a plan Distribution and a third-party payment exceeding the Allowed amount must repay or return the excess within 21 days of notice or object. No distribution will be made on an Allowed Claim payable under an Insurance Contract until the Holder has exhausted all remedies under that contract.
• The Debtors, Liquidation Trustee, Disbursing Agent, and any withholding agent shall comply with all Tax withholding and reporting requirements; Holders must provide IRS Form W-8 or W-9 and other information as required. If a requested form is not provided within 90 days of the request, the requester may make a Distribution net of withholding or deem the Holder to have forfeited the Distribution, in which case the Distribution reverts for distribution to others and the Holder’s Allowed Claim or Interest is waived and forever barred. Each Holder bears sole and exclusive responsibility for its own tax obligations.

Claims Resolution Procedures

• Prior to the Effective Date, the Debtors, and after the Effective Date, the Liquidation Trustee, shall have the sole authority to File, withdraw, or litigate objections to Claims and to settle, compromise, or resolve any Disputed Claim without further approval of the Bankruptcy Court.
• The Debtors or the Liquidation Trustee may amend the Schedules; if an amendment reduces the amount of a Claim or changes its nature or priority, the affected Holder has 21 days from service of notice of the amendment to File a Proof of Claim or to have such Claim as amended become the Allowed Claim.
• Disputed Claims may be estimated under section 502(c) of the Bankruptcy Code, whether or not previously objected to; the estimated amount constitutes a maximum limitation on such Claim, and a party has 21 days from entry of the estimation order to seek reconsideration.
• Any Claim of an Entity from which property is recoverable under sections 542, 543, 550, or 553, or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a), shall be Disallowed pursuant to section 502(d) unless and until such Entity pays the amount or turns over the property.
• Any Claim scheduled as disputed, contingent, or unliquidated for which no Proof of Claim was timely Filed is automatically Disallowed and expunged without further Court order.
• Any Proof of Claim Filed after the applicable Bar Date is automatically Disallowed and expunged without further Court order unless deemed timely Filed by a Final Order entered at or prior to the Confirmation Hearing.
• After the Effective Date, no Claim may be Filed or amended without prior authorization of the Bankruptcy Court; any such Claim Filed or amended without authorization shall be deemed Disallowed and expunged without further Court order.

Wind Down and Reserves

• Wind Down means the process following the Effective Date for (i) making distributions pursuant to the Combined Disclosure Statement and Plan; (ii) pursuing, settling, or abandoning Causes of Action; (iii) implementing the Dissolution Transactions; and (iv) winding-down, dissolving, and liquidating the Estates.
  • The Wind Down Budget, which shall be reasonably satisfactory to the Committee, governs how the Liquidation Trust will resolve all Disputed Claims, make all distributions to Holders of Allowed Claims, implement the Wind Down, and otherwise carry out its duties.
• The Debtors anticipate that any proceeds received from the Sales Process, together with Cash on hand and any other funds to be generated from the Wind Down, should be sufficient to meet the obligations under the Combined Disclosure Statement and Plan without the need for further financial reorganization.
• The Claims Reserve is the reserve for payment of Allowed Administrative Claims (excluding Professional Fee Claims), Priority Tax Claims, Senior Priority Lien Claims, and Other Priority Claims, to be held in trust in a segregated account by the Liquidation Trustee.
  • The Claims Reserve Amount is the sum of (a) the Other Priority Claims Reserve Amount, (b) the Senior Priority Claims Reserve Amount, (c) the Administrative Claims Reserve Amount, and (d) the Priority Tax Claims Reserve Amount.
• On the Effective Date, the Debtors shall fund the Professional Fee Escrow Account — an escrow account at Kroll — with Cash equal to the Professional Claim Reserve Amount. The account is maintained in trust solely for the benefit of the Professionals, and such funds are not property of the Debtors’ Estates or of the Liquidation Trust. Any amount remaining after all Allowed Professional Claims are paid in full is promptly and irrevocably transferred to the Liquidation Trust without further action or order.
  • To the extent the Professional Fee Escrow Account is insufficient to satisfy all Allowed Professional Claims in full, such Claims shall nevertheless be paid in full in Cash by the Liquidation Trustee from other available Cash in the Claims Reserve prior to making any distributions to Holders of Allowed Claims; the same applies to fees and expenses incurred by Professionals in preparing fee applications.
  • Professionals shall reasonably estimate their unpaid Professional Claims and estimated final-fee-application costs and deliver such estimates to the Debtors no later than five days before the Effective Date; if a Professional does not provide an estimate, the Debtors or the Liquidation Trustee may estimate them.

Corporate Existence, Governance, and Contracts

• On or after the Effective Date, each of the Debtors will be subject to a Dissolution Transaction. The equity or membership interests of each Debtor entity not subject to a Dissolution Transaction on the Effective Date will vest in the Liquidation Trust, and such entities will continue to exist after the Effective Date for the limited purpose of completing the Wind Down, after which they shall be dissolved by the Liquidation Trustee.
• All Claims against and Interests in the Debtors are deemed satisfied, waived and released as to the Debtors in exchange for the treatment provided under the Combined Disclosure Statement and Plan, and Holders of Allowed Claims and Allowed Interests will have recourse solely to the assets of the Liquidation Trust.
• On the Effective Date, except as otherwise provided, all notes, instruments, certificates, credit agreements, indentures, and other documents evidencing Claims or Interests, and any Equity Interests not represented by certificates or other instruments, shall be cancelled and surrendered, and the Debtors’ obligations thereunder shall be of no force or effect against the Debtors or the Liquidation Trust.
• As of the Effective Date, the term of the current members of each Debtor’s board of directors or managers shall expire automatically, and each director, manager, or officer shall be removed and deemed to have resigned; the Liquidation Trustee shall automatically be appointed as the sole director and sole officer of the Debtors and their non-Debtor subsidiaries and shall succeed to the powers of such Debtor’s directors and officers.
• The Debtors (i) have made arrangements to continue their current fiduciary liability policy through the purchase of the D&O Tail Coverage for the six-year period from and after the Effective Date, for the benefit of any person who is serving or has served as one of the Debtors’ directors, officers, managers, or employees at any time prior to the Effective Date, and (ii) have fully paid the premium for such insurance. All directors and officers liability and fiduciary liability insurance (including all D&O Liability Insurance Policies) in existence as of the Effective Date shall be continued in accordance with its terms and deemed assumed by, or otherwise transferred to, the Liquidation Trust under section 365(a) of the Bankruptcy Code as of the Effective Date, with entry of the Confirmation Order constituting the Bankruptcy Court’s approval of that deemed assumption and transfer. All directors, officers, managers, or employees who served at any time prior to the Effective Date are entitled to the full benefits of such policies for their full term, regardless of whether they remain in such positions after the Effective Date.
• On the Effective Date, the Combined Disclosure Statement and Plan shall serve as a motion under sections 365 and 1123(b)(2) of the Bankruptcy Code to reject all Executory Contracts and Unexpired Leases other than the Retained Executory Contracts and Unexpired Leases, without further notice or Bankruptcy Court action, except for any Executory Contract or Unexpired Lease: (1) assumed by the Debtors and assigned to any Purchaser in connection with a 363 Asset Sale; (2) previously rejected or assumed by a Final Order; (3) subject to a separate pending motion or notice under the Rejection Procedures to assume or reject; (4) subject to a motion or notice under the Rejection Procedures to reject with a requested rejection effective date after the Effective Date; (5) that is a Retained Executory Contract or Unexpired Lease; or (6) that has previously expired or terminated pursuant to its own terms or by agreement of the parties.
• On the Effective Date, the Debtors’ rights under and to each Insurance Contract shall automatically vest in the Liquidation Trust without necessity for further approvals or orders. Confirmation and the vesting do not impair any party’s rights to coverage or any available defenses of the Debtors, the Liquidation Trust, or any insurer. To the extent Insurance Contracts are deemed Executory Contracts or Unexpired Leases and have not been rejected by Order, they will be assumed by and transferred to the Liquidation Trust under section 365 or continued in accordance with their terms, with all parties’ contractual, legal, and equitable rights unaltered as if the Chapter 11 Cases had not occurred. To the extent any Insurance Contract provides for a self-insured retention on the part of any Debtor or its Estate, such self-insured retention shall be classified as a General Unsecured Claim.
• In accordance with section 1123(b) of the Bankruptcy Code, the Liquidation Trust will retain and may enforce, as successor to the Debtors, any claims, demands, rights, and Causes of Action that any Estate may hold against any Person to the extent not satisfied, settled, and released, including the Retained Causes of Action. The Debtors’ inclusion or failure to include any Cause of Action on the Schedule of Retained Causes of Action shall not be deemed an admission, denial, or waiver, and the Debtors intend to preserve all such claims as Retained Causes of Action.
• On the Effective Date, the Liquidation Trust or the Liquidation Trustee shall be deemed substituted as the party to any litigation in which the Debtors are a party, including pending contested matters and adversary proceedings, appeals of Bankruptcy Court orders, state or federal/state administrative proceedings pending as of the Petition Date, and arbitration proceedings pending as of the Petition Date.
• Pursuant to section 1146(a) of the Bankruptcy Code, transfers by the Debtors to the Liquidation Trust, sales by the Liquidation Trust to liquidate and convert trust assets to Cash, section 363 sales to the extent title transfers after the Confirmation Date, the making or assignment of any lease or sublease, the Dissolution Transactions, and the making or delivery of any related deed or instrument of transfer will not be subject to document recording, stamp, conveyance, intangibles, real estate transfer, sale or use, mortgage recording, UCC filing, regulatory filing, or similar Taxes or fees.
• Upon the occurrence of the Effective Date, the Committee shall dissolve automatically, and its members, professionals, and agents shall be discharged and released from any duties and responsibilities in the Chapter 11 Cases, except with respect to (i) obligations arising under confidentiality agreements, (ii) prosecuting applications for payment of fees and reimbursement of expenses of its Professionals or attending to related issues, (iii) any motions or other actions seeking enforcement or implementation of the Combined Disclosure Statement and Plan, and (iv) prosecuting or participating in any appeal of the Confirmation Order or any request for reconsideration thereof.

Investigations

• In connection with their restructuring and liquidation efforts, the Debtors appointed Alex Holmes and Ivona Smith to the Restructuring Committee and appointed Ms. Smith to the investigation subcommittee thereof (the “Investigation Subcommittee”).
  • The Investigation Subcommittee is vested with authority to investigate, evaluate, and advise the Board on whether the Company holds any valuable claims or causes of action, including claims against current or former officers, directors, insiders, or third parties, and to make a final determination of appropriate action with respect to any such claims.
  • The Investigation Subcommittee retained Debevoise & Plimpton LLP as independent counsel and Shannon Lee Beatty LLP as local and conflicts counsel.
  • The Investigation was conducted for purposes of identifying claims that should be preserved and assessing the appropriate scope of releases, if any, and does not constitute a final adjudication of liability, damages, solvency, or any other ultimate merits determination.
  • In furtherance of the Investigation, Debevoise held numerous discussions with V&E and Company personnel to identify document sources, custodians, and witnesses; made targeted information requests to the Company and Portage Point (including board materials, financial information, internal communications, debt documents, and information concerning prepetition transactions); collected hundreds of gigabytes of electronic documents and data; conducted targeted searches; and conducted numerous witness interviews — which the Combined Disclosure Statement and Plan states “remain ongoing.” Debevoise also coordinated with Committee counsel, providing documents and rolling updates on the Investigation’s progress. Note the tension between this description and the statement elsewhere that the Investigation Subcommittee made final recommendations “[u]pon the conclusion of the Investigation.”
  • Upon conclusion of the Investigation, the Investigation Subcommittee made final recommendations regarding the Persons and Entities to be included as Released Parties, if any. On July 7, 2026, it filed the Notice of Filing of Identity of the Released Parties identifying the Released Parties and Non-Released Parties, and its final recommendations and a summary of its conclusions, along with the identities of the Persons and Entities deemed Released Parties, were included in the Plan Supplement.
  • Those Persons and Entities not expressly determined by the Investigation Subcommittee to be Released Parties shall be Non-Released Parties.
• The Combined Disclosure Statement and Plan provides that holders of allowed General Unsecured Claims will receive Series B Liquidation Trust Interests. To help maximize the value of those interests, the Committee conducted its own investigation into estate claims or causes of action and whether certain parties should be released (the “Committee Investigation”).
  • The Committee Investigation helped identify valuable causes of action for the Liquidation Trustee and helped ensure that the Debtors would take a narrow approach to releases.
  • The Committee worked closely with the Investigation Subcommittee and its advisors and believes the Investigation Subcommittee’s recommendations as to Released Parties and Non-Released Parties are appropriate and preserve valuable causes of action for the Liquidation Trust.

Releases

• The Combined Disclosure Statement and Plan contains Debtor Releases, releases of the Released Parties by the Releasing Parties, and an exculpation of the Exculpated Parties.
• Debtor Releases: On the Effective Date, each Released Party is deemed released by the Debtors and their Estates from any and all claims and Causes of Action, whether known or unknown, including derivative claims, based on or relating to, or in any manner arising from, the Debtors (including the management, ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Term Loan Facility, the Equipment Financing Agreements, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (excluding Avoidance Actions brought as counterclaims or defenses to Claims actually asserted and pursued against the Debtors), intercompany transactions, the Chapter 11 Cases, the Canadian Proceedings, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Combined Disclosure Statement and Plan, the Cash Collateral Orders, the Plan Supplement, or any 363 Asset Sale, the Sales Process, the administration and implementation of the Combined Disclosure Statement and Plan or the distribution of property thereunder, or any other related act or omission taking place on or before the Effective Date.
• Third-Party Releases: Upon and as of the Effective Date, each Releasing Party (other than the Debtors and the Estates) releases each Debtor, the Estates, and each other Released Party from any and all claims and Causes of Action, whether known or unknown, including derivative claims asserted on behalf of the Debtors and the Estates, arising from substantially the same subject matter as the Debtor Releases.
• Neither release covers: (a) any post-Effective Date obligations of any Person or Entity under the Combined Disclosure Statement and Plan, any 363 Asset Sale Transaction Documents, or any document, instrument, or agreement executed to implement the Combined Disclosure Statement and Plan or any 363 Asset Sale; (b) any Non-Released Party; or (c) any Person or Entity from any claim or Causes of Action related to an act or omission determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence.
• Only those Parties or Entities recommended by the Investigation Subcommittee to be a Released Party are eligible to receive a release, with such determination and a summary of the Investigation Subcommittee’s findings with respect to each Released Party included in the Plan Supplement. To the extent the Investigation Subcommittee recommends that releases not be granted in favor of any Person or Entity, such Person or Entity shall be deemed a Non-Released Party.
• “Released Parties” include, solely in their respective capacities and to the extent permitted by applicable law (but excluding the Non-Released Parties): (a)(i) the Debtors; (ii) the Estates; (iii) each Debtor’s current and former directors, each Debtor’s managers, officers, and employees in each case as of the Petition Date and, per the Article XVI definition, solely to the extent such parties are individuals, the Investigation Subcommittee, the Restructuring Committee, the Chief Restructuring Officer, and the Information Officer; (b) the Committee and its members solely in their capacity as such; and (c) all retained Professionals in these Chapter 11 Cases, including Professionals retained by the Debtors and their Estates, the Committee, and the Investigation Subcommittee.
  • An Entity shall not be a Released Party if it (x) elects to opt out of the releases set forth in Article IX or (y) timely objects to those releases and such objection is not resolved before Confirmation.
  • No Non-Released Party shall be a “Released Party” or receive a release under the Combined Disclosure Statement and Plan.
• “Non-Released Parties” means (a) Brandon Mintz; (b) C. Scott Buchanan; (c) each Debtor’s former managers, officers, and employees in each case prior to the Petition Date; and (d) any Entity or Person that is not a Released Party.
• “Releasing Parties” include, solely in their respective capacities: (a)(i) the Debtors and (ii) the Estates; (b)(i) all Holders of Claims and Interests that vote to accept the Combined Disclosure Statement and Plan but do not opt out of granting the releases; (ii) all Holders whose vote is solicited but that do not vote either to accept or reject and do not opt out; (iii) all Holders presumed to accept that do not opt out; (iv) each such Entity’s current and former Affiliates; and (v) each such Entity’s Related Party for which such Entity is legally entitled to bind such Related Party to the releases under applicable law; and (c)(i) the members of any statutory committee appointed in the Chapter 11 Cases, solely in their capacity as members of such committee, and (ii) such committee’s Professionals, in each case solely with respect to Claims and Causes of Action held in such capacity.
• “Specified Released Parties” means Brian Sweatt, Christopher Ryan, David Gray, and W. Alexander Holmes.
• Holders of Claims and Interests in the Non-Voting Classes will receive the Notice of Non-Voting Status, together with an Opt-Out Form allowing such Holders to opt out of the releases; provided that, subject to approval by the Bankruptcy Court, the Debtors proposed not to distribute Solicitation Packages, other solicitation materials, or a Non-Voting Status Notice and Opt-Out Form to (a) any party to whom the notice of the Disclosure Statement Motion was sent but was returned as undeliverable without a forwarding address, or (b) Holders of Class 6 Intercompany Claims, Class 7 Subordinated Claims, Class 8 Intercompany Interests, and Class 9 Equity Interests.
• Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of both sets of releases pursuant to Bankruptcy Rule 9019 and its finding that they are, among other things, given in exchange for good and valuable consideration, a good faith settlement and compromise, in the best interests of the Debtors and their Estates, fair, equitable, and reasonable, given and made after due notice and opportunity for hearing, and a bar to assertion of the released claims; with respect to the third-party releases, the Bankruptcy Court will further find that they are consensual and essential to Confirmation.
• There can be no assurance that the releases provided in Article IX will be granted. Failure of the Bankruptcy Court to grant such relief may result in a plan of liquidation that differs from the Combined Disclosure Statement and Plan, or in the Combined Disclosure Statement and Plan not being confirmed.

Cooperation Covenant

• In exchange for the Debtor Releases, as of the Effective Date the Specified Released Parties shall, on reasonable advance notice from the Liquidation Trustee, reasonably cooperate with, support, and not obstruct the Liquidation Trustee in carrying out its obligations under the Combined Disclosure Statement and Plan and the Liquidation Trust Agreement, including the prosecution of Retained Causes of Action (the “Cooperation Covenant”); provided that the Liquidation Trustee shall work with the Specified Released Parties in good faith to minimize interference with personal and professional commitments.
  • The Cooperation Covenant requires the Specified Released Parties to reasonably support the Liquidation Trustee in the investigation and prosecution of the Retained Causes of Action, including by (i) providing general background knowledge about the Debtors (including their business operations, personnel, and historic transactions) and the contents of their books and records, to the extent such party has knowledge as a result of his prior service to the Debtors; (ii) helping to identify and obtain access to documents, repositories, systems, and other information relevant to the Retained Causes of Action about which such party has knowledge as a result of his prior service; and (iii) participating in preparation for and the provision of witness testimony.
  • The Cooperation Covenant shall remain in effect for two years following the Effective Date; provided that if the Liquidation Trustee asserts claims on the basis of the Retained Causes of Action within that period, the Specified Released Parties’ obligations shall continue with respect to such claims until they are fully and finally resolved through a final, non-appealable judgment or a binding settlement agreement.
  • Upon submission of substantiating documentation, the Liquidation Trustee shall reimburse a Specified Released Party for necessary, reasonable, and documented out-of-pocket travel expenses incurred in providing the contemplated assistance and cooperation, and for documented out-of-pocket, non-professional expenses unrelated to travel (e.g., printing, courier, or notary charges) if the Liquidation Trustee determines in good faith that such expenses were reasonable and necessary.

Exculpation and Injunction

• “Exculpated Parties” means, each in their respective capacities: (a) the Debtors; (b) the Investigation Subcommittee; (c) the Committee; and (d) the members of the Committee and any other statutory committee appointed in the Chapter 11 Cases.
• No Exculpated Party shall have or incur liability for, and each is exculpated from, any Cause of Action for any claim related to any act or omission taking place between the Petition Date and the Effective Date in connection with the Chapter 11 Cases, the Canadian Proceedings, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Combined Disclosure Statement and Plan, the Cash Collateral Orders, the Plan Supplement, or any 363 Asset Sale, the pursuit of Confirmation and consummation, the Sales Process, the administration and implementation of the Combined Disclosure Statement and Plan, or the distribution of property thereunder — except for claims related to any act or omission determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence.
  • To the fullest extent permitted by applicable law, such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities.
  • The Exculpated Parties shall be deemed to have participated in good faith and in compliance with applicable laws with regard to the solicitation of votes and distribution of consideration and shall not be liable at any time for the violation of any applicable law, rule, or regulation governing such solicitation or distributions.
• No Person or Entity may commence or pursue a claim or Cause of Action of any kind against the Exculpated Parties that relates to, or is reasonably likely to relate to, any act or omission in connection with, relating to, or arising out of a claim or Cause of Action subject to Article IX, without the Bankruptcy Court (i) first determining, after notice and a hearing, that such claim represents a colorable claim that has not been exculpated, released, or otherwise barred, and (ii) specifically authorizing such Person or Entity to bring such claim; provided that no claim or Cause of Action of any kind may be asserted, commenced, or pursued against the Information Officer or any Related Party thereto without leave of the CCAA Court.
  • At the colorability hearing, the Bankruptcy Court may — and shall, if any Exculpated Party or other party in interest so requests by motion (oral motion being sufficient) — direct the movant to File a proposed complaint satisfying the applicable Federal Rules of Civil Procedure, including Rules 8 and 9, for the Court to assess before making its determination. A party that obtains authorization and later wishes to add Claims or Causes of Action not explicitly included in the authorized complaint must obtain further authorization from the Bankruptcy Court before filing the amendment.
• Injunction: Except as expressly provided in the Combined Disclosure Statement and Plan, for Claims or Causes of Action preserved by a Holder that timely opts out of the Article IX.C releases, or for obligations issued or required to be paid under the Combined Disclosure Statement and Plan or the Confirmation Order, all Holders of Claims and Interests who have held, hold, or may hold Claims or Interests treated under the Combined Disclosure Statement and Plan, or that are barred by exculpation, are enjoined — from and after the Effective Date until all remaining property of the Estates vested in any Purchaser or the Liquidation Trust has been liquidated and distributed and the Combined Disclosure Statement and Plan has been fully administered, subject to further extension or reduction by motion on notice — from taking any of the following actions against the Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing any suit, action, or proceeding of any kind on account of such Claims or Interests; (2) enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; (3) creating, perfecting, or enforcing any Lien or encumbrance against such parties or their property; (4) asserting any right of setoff or subrogation against any obligation due from such parties or their property, unless the Holder Filed a motion requesting the right to perform such setoff on or before the Effective Date; or (5) commencing or continuing any action or proceeding of any kind on account of such Claims or Interests.
• Except as otherwise provided in the Combined Disclosure Statement and Plan, any order of the CCAA Court with respect to the Canadian Charges, or in any related contract, instrument, release, or agreement, on the Effective Date all mortgages, deeds of trust, Liens against, security interests in, or other encumbrances or Interests in property of any Estate shall be deemed fully released and discharged.
• Protections Against Discriminatory Treatment: consistent with section 525 of the Bankruptcy Code and the Supremacy Clause, no Governmental Unit may deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, or discriminate with respect to such a grant against, the Liquidation Trustee or the Liquidation Trust, or another Person with whom they have been associated, solely because of the commencement, continuation, or termination of the Chapter 11 Cases or any related act or omission.
• Document Retention: on and after the Effective Date, the Liquidation Trustee shall preserve books, records, and electronically stored information in accordance with the Debtors’ standard document retention policy, as such policy may be modified pursuant to the Liquidation Trust Agreement.
• Reimbursement or Contribution: if the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, such Claim shall be forever Disallowed and expunged notwithstanding section 502(j), unless prior to the Confirmation Date (i) such Claim has been adjudicated as non-contingent or (ii) the relevant Holder has Filed a non-contingent Proof of Claim and a Final Order has been entered determining such Claim as no longer contingent.

Canadian Proceedings

• On May 22, 2026, Bitcoin Depot, in its capacity as foreign representative, commenced an ancillary proceeding in Canada (the “Canadian Proceedings”) on behalf of the Debtors’ estates, including the estates of Debtors Digital Gold Ventures Inc., BitAccess Inc., and Express Vending Inc. (collectively, the “Canadian Debtors”), under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) in order to, among other things, protect the Debtors’ assets in Canada.
  • Alvarez & Marsal Canada Inc. (together with its counsel, Blake, Cassels & Graydon LLP) was appointed by the Canadian Court as the Information Officer in the Canadian Proceedings.
  • On June 11, 2026, the Canadian Court granted the Canadian Debtors’ requests to recognize and give effect in Canada to subsequent orders entered by the U.S. Court, including the Bidding Procedures Order and the Rejection Procedures Order.
  • Canadian Assets means all of the Assets of the Canadian Debtors and all of the Assets of the other Debtors located in Canada; Other Priority Claims include any Claim secured by a CCAA Court-ordered charge on the Canadian Assets.
  • The Canadian Charges shall be deemed fully released as of the date the Canadian Proceedings are terminated.
• Promptly after the full administration of the Chapter 11 Cases, the Liquidation Trustee shall File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order to issue a final decree closing the Chapter 11 Cases, and file materials with the CCAA Court to terminate the CCAA Proceedings. The Liquidation Trustee may determine to close certain of the Debtors’ Chapter 11 Cases before others.

Plan Support and Voting

• The Debtors and the Official Committee of Unsecured Creditors support approval of the Combined Disclosure Statement and Plan and recommend that all Holders of Claims entitled to vote do so in favor of it.
  • The Committee was appointed on May 28, 2026 and comprises six members — Cash Cloud, Inc., WPS Kiosk Partners LLC, Loomis Armored US, LLC, OptConnect, Inc., Legacy Vending Fund I, LLC, and Bibbeo — with Willkie Farr & Gallagher LLP as counsel and Berkeley Research Group, LLC as financial advisor. Cash Cloud, Inc. is the holder of the approximately $18.5 million arbitration award against Debtor BitAccess Inc.
• The Debtors are soliciting votes from Holders of Claims or Interests in Classes 3, 4, and 5, on a Debtor-by-Debtor basis. Unless otherwise ordered by the Bankruptcy Court, only Holders of Claims in Classes 3, 4, and 5 may vote.
• For the Combined Disclosure Statement and Plan to be accepted by an Impaired Class of Claims, a majority in number (i.e., more than half) and at least two-thirds in dollar amount of the Claims voting in each such Class must vote to accept it. At least one impaired Class of Creditors, excluding the votes of insiders, must actually vote to accept.
• If a Class contains Claims or Interests eligible to vote and no Holders eligible to vote in that Class vote to accept or reject, the Holders of Claims or Interests in such Class shall be deemed to have accepted the Combined Disclosure Statement and Plan.
• Any Class that does not contain a Holder of an Allowed Claim or Interest, or a Claim temporarily allowed under Bankruptcy Rule 3018, as of the commencement of the Confirmation Hearing shall be deemed deleted or eliminated from the Combined Disclosure Statement and Plan for all purposes, including for determining acceptance under section 1129(a)(8).
• Section 1129(a)(10) shall be satisfied by acceptance from one or more of the Classes entitled to vote, and the Debtors shall seek Confirmation under section 1129(b) with respect to any rejecting Class. The Debtors reserve the right to modify the Combined Disclosure Statement and Plan to the extent cramdown requires it, including by rendering a Class Unimpaired.
• A hypothetical chapter 7 Liquidation Analysis will be included in the Plan Supplement. Because the Combined Disclosure Statement and Plan is a liquidating plan, the Debtors do not anticipate filing a valuation analysis, citing section 1125(b) and In re Steward Health Care Sys., LLC and In re Sunnova Energy International, Inc.
• Objections to final approval of the Combined Disclosure Statement and Plan and to Confirmation were due July 30, 2026 at 5:00 p.m. (CT), to be served on Vinson & Elkins LLP (Debtors), Alston & Bird LLP (Term Loan Agent), the U.S. Trustee, and Willkie Farr & Gallagher LLP (Committee).

Milestones and Key Dates

• June 24, 2026 — The Bankruptcy Court entered the Conditional Approval and Procedures Order conditionally approving the Combined Disclosure Statement and Plan for solicitation purposes only and authorizing the Debtors to solicit acceptances.
• July 21, 2026 at 5:00 p.m. (prevailing Central Time) — General Bar Date, pursuant to the Bar Date Order.
• July 30, 2026 at 5:00 p.m. (CT) — Voting Deadline, by which ballots must be submitted electronically or physically received by the Claims and Noticing Agent by mail or overnight delivery (unless extended by the Debtors).
• July 30, 2026 at 5:00 p.m. (prevailing Central Time) — Opt-Out Deadline for Holders of Claims and Interests in the Non-Voting Classes to submit their Opt-Out Forms.
• July 30, 2026 at 5:00 p.m. (CT) — Deadline to File and serve objections to final approval of the Combined Disclosure Statement and Plan as providing adequate information and/or to Confirmation.
• August 10, 2026 — Confirmation Hearing, scheduled in Courtroom 402, Floor 4, 515 Rusk Avenue, Houston, Texas 77002, to consider (a) final approval of the Combined Disclosure Statement and Plan as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (b) confirmation pursuant to section 1129 of the Bankruptcy Code.
• November 23, 2026 at 5:00 p.m. (prevailing Central Time) — Governmental Bar Date, pursuant to the Bar Date Order.
• Rejection Damages Bar Date — the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (prevailing Central Time) on the date that is 30 days after the effective date of rejection of any executory contract or unexpired lease and/or abandonment of property in connection therewith. Claims arising from rejection not timely Filed are automatically Disallowed and forever barred.
• Amended Schedules Bar Date — the later of the General Bar Date or Governmental Bar Date, as applicable, and 5:00 p.m. (prevailing Central Time) on the date that is 21 days from the date the Debtors provide notice of a previously unfiled Schedule or an amendment or supplement to the Schedules.
• 30 days after the Effective Date — Administrative Claims Bar Date for requests for payment of Administrative Claims (other than Professional Claims or any Statutory Fee).
• 45 days after the Effective Date — Deadline for all requests for payment of Professional Claims for services rendered and expenses incurred prior to the Effective Date; provided that the Debtors or the Liquidation Trustee may pay Professionals or other Entities in the ordinary course for services rendered after the Effective Date, and shall pay retained Professionals for post-Effective Date fees and expenses incurred in connection with the preparation of final fee applications in the ordinary course without Bankruptcy Court approval. Objections to any Professional Claim must be Filed and served on the Debtors or the Liquidation Trustee and the applicable Professional no later than 21 days after the Professional Claim is filed.
• Claims Objection Deadline — the later of (a) 180 days after the Effective Date, subject to extension by order of the Bankruptcy Court, (b) 90 days after the Filing of a Proof of Claim, or (c) such other period of limitation as may be fixed by the Combined Disclosure Statement and Plan, the Confirmation Order, the Bankruptcy Rules, or a Final Order; provided that the deadline for objecting to Administrative Claims (other than Professional Claims) filed by the Administrative Claims Bar Date shall be 60 days after the Effective Date.
• Plan Supplement — to be Filed no later than seven days before the Plan Objection Deadline (provided that the identity of the Released Parties was to be filed no later than July 7, 2026), including, as applicable: (a) the Schedule of Retained Causes of Action; (b) a schedule identifying the Non-Contributed Assets; (c) the Liquidation Trust Agreement; (d) the Schedule of Retained Executory Contracts and Unexpired Leases; (e) the Liquidation Analysis; (f) a summary of the findings of the Investigation Subcommittee; (g) the identity of the Released Parties; (h) the identity of, and proposed compensation to be paid to, the Liquidation Trustee; and (i) the Term Loan Settlement Term Sheet.

Conditions Precedent

• Conditions to Confirmation:
  • The Bankruptcy Court shall have entered an Order approving the adequacy of the Combined Disclosure Statement and Plan.
  • The Combined Disclosure Statement and Plan shall not have been materially amended, altered, or modified from the version as Filed, unless such amendment, alteration, or modification has been made in accordance with its terms.
• Conditions to the Effective Date:
  • The Debtors shall have obtained all authorizations, consents, and regulatory approvals or documents necessary to implement and effectuate the Combined Disclosure Statement and Plan and the other transactions contemplated therein.
  • The Bankruptcy Court shall have entered the Confirmation Order, which is not subject to any stay and has been recognized by the CCAA Court.
  • The Professional Fee Escrow Account shall have been established and fully funded with Cash in an amount equal to the Professional Claim Reserve Amount.
  • The Claims Reserve shall have been established and fully funded with Cash in an amount equal to the Claims Reserve Amount.
  • The Combined Disclosure Statement and Plan and all documents in the Plan Supplement shall not have been materially amended, altered, or modified from the versions confirmed, unless such modification has been made in accordance with its terms.
  • The Debtors shall have Filed final versions of all schedules, documents, and exhibits in the Plan Supplement.
  • The foregoing conditions shall have occurred on or before August 14, 2026, unless waived by the Debtors, in consultation with the Committee. (This condition is partially illegible in the filed copy reviewed; the date and waiver mechanics should be confirmed against a clean version.)
  • The Liquidation Trust shall be funded in Cash with the Minimum Trust Funding; this condition may only be waived by the Committee.
• The conditions to Confirmation and/or consummation may be waived by the Debtors, in consultation with the Committee, without notice, leave, or Order of the Bankruptcy Court. As of the date of the Combined Disclosure Statement and Plan, there can be no assurance that any or all of the conditions will be satisfied (or waived).
• If the Effective Date does not occur, the Combined Disclosure Statement and Plan shall be null and void in all respects and shall not (1) constitute a waiver or release of any claims by the Debtors or of any Claims or Interests, (2) prejudice the rights of the Debtors, any Holders, or any other Entity, (3) constitute an admission, acknowledgment, offer, or undertaking, or (4) be used as evidence in any litigation, including as to the strengths or weaknesses of any party’s positions, arguments, or claims.
• “Substantial Consummation” of the Combined Disclosure Statement and Plan, as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date.

Modification, Revocation, and Withdrawal

• Except as otherwise specifically set forth therein, the Debtors reserve the right, in consultation with the Committee, to modify the Combined Disclosure Statement and Plan, whether such modification is material or immaterial, and to seek Confirmation consistent with the Bankruptcy Code and, as appropriate, without resoliciting votes on such modified plan.
• Subject to the restrictions on modifications set forth therein and the requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each Debtor expressly reserves its rights, in consultation with the Committee, to revoke or withdraw, or to alter, amend, or modify the Combined Disclosure Statement and Plan with respect to such Debtor, one or more times after Confirmation, and, to the extent necessary, to initiate proceedings in the Bankruptcy Court to do so, to remedy any defect or omission, or to reconcile any inconsistencies.
• Entry of the Confirmation Order means that all modifications or amendments to the Combined Disclosure Statement and Plan since solicitation are approved under section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019. Holders that have accepted the Combined Disclosure Statement and Plan shall be deemed to have accepted it as amended, modified, or supplemented if the change does not materially and adversely change the treatment of such Holder’s Claim; Holders deemed to accept because their Claims were Unimpaired continue to be deemed to accept only if their Claims remain Unimpaired after giving effect to the change.
• Prior to the Effective Date, the Debtors may make appropriate technical adjustments and modifications without further Order or approval of the Bankruptcy Court.
• The Debtors reserve the right, in consultation with the Committee, to revoke or withdraw the Combined Disclosure Statement and Plan as to any individual Debtor, combination of Debtors, or all of the Debtors prior to the Confirmation Date, and to File subsequent plans of reorganization or liquidation or disclosure statements. Such revocation or withdrawal with respect to one or more Debtors shall not require resolicitation with respect to the remaining Debtors.

Retention of Jurisdiction

• Following the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases as is legally permissible, and shall have exclusive jurisdiction over all matters arising out of the Chapter 11 Cases and the Combined Disclosure Statement and Plan under sections 105(a) and 1142 of the Bankruptcy Code — provided that the CCAA Court shall retain jurisdiction over the Canadian Proceedings and all matters arising out of or related to the Canadian Proceedings, the Information Officer, and the orders of the CCAA Court. Retained purposes include, among others:
  • hearing and determining objections to Claims and issues relating to Disputed Claims, and resolving disputes concerning reserves for Disputed Claims;
  • hearing and determining disputes arising in connection with the interpretation, implementation, or enforcement of the Combined Disclosure Statement and Plan, the UCC Settlement, the Term Loan Settlement, or the Cooperation Covenant;
  • hearing and determining all requests for compensation and reimbursement of expenses under sections 330 or 503;
  • hearing and determining tax matters under sections 346, 505, and 1146, including any request for expedited determination under section 505(b);
  • hearing disputes relating to any 363 Asset Sale and related documents;
  • entering and enforcing orders in furtherance of the Liquidation Trust Agreement, and resolving disputes relating to the Liquidation Trustee’s administration of the Liquidation Trust, performance of its obligations (including prosecution of the Retained Causes of Action), and exercise of its rights and powers;
  • resolving cases, controversies, suits, disputes, or Causes of Action asserted by the Liquidation Trust or the Liquidation Trustee, or by or on behalf of any non-Debtor subsidiary of any Debtor, against any current or former director or officer of any Debtor or non-Debtor subsidiary;
  • resolving disputes concerning whether a Person or Entity had sufficient notice of the Chapter 11 Cases, the General Bar Date, the Governmental Bar Date, the Rejection Damages Bar Date, the Amended Schedules Bar Date, the Administrative Claims Bar Date, and/or the conditional or final hearing on approval of the Combined Disclosure Statement and Plan; and
  • entering a final decree closing the Chapter 11 Cases.

Certain Risk Factors

• The Combined Disclosure Statement and Plan may not be accepted. If it is not accepted, the Debtors may need to solicit acceptances of an alternative plan or may be forced to liquidate under chapter 7 of the Bankruptcy Code.
• Even if the requisite acceptances are received, Confirmation may be denied or delayed, and there can be no assurance the Bankruptcy Court will confirm the Combined Disclosure Statement and Plan.
• There can be no assurance the releases provided in Article IX will be approved, which may result in a plan of liquidation that differs from the Combined Disclosure Statement and Plan or in the plan not being confirmed.
• There can be no assurance that the conditions precedent to Confirmation and to the Effective Date will be satisfied or waived.
• Projected distributions rest on good-faith estimates; actual recoveries will be lower if Allowed Claims exceed the Debtors’ estimates or if available funds fall short. The financial information has not been audited, and the Debtors cannot warrant that it is free of inaccuracies.
• If the Combined Disclosure Statement and Plan is not confirmed, the alternatives are an alternative chapter 11 plan or a chapter 7 liquidation of one or more of the Debtors.

Certain U.S. Federal Income Tax Consequences

• U.S. Holders of Allowed Term Loan Claims, Allowed Equipment Financing Agreement Claims, and Allowed General Unsecured Claims are treated as exchanging their Claims for Cash and/or their share of the Liquidation Trust Assets and should generally recognize gain or loss on the exchange.
• Amounts attributable to accrued but unpaid interest or original issue discount are taxable as ordinary interest income. The Combined Disclosure Statement and Plan allocates consideration first to principal and then to accrued but unpaid interest, though the IRS could take a contrary position under Treasury Regulations allocating first to interest.
• The market discount rules may recharacterize gain as ordinary income, and backup withholding and information reporting may apply.
• The Liquidation Trust Asset Value determined by the Liquidation Trustee is binding on all parties for U.S. federal income tax purposes. U.S. Holders must report their allocable share of Liquidation Trust income and may owe tax without a concurrent cash distribution.
• To the extent any Disputed Claims reserve is treated as a disputed ownership fund under Treasury Regulation § 1.468B-9, it would be a separate taxable entity, with the Liquidation Trustee responsible for its taxes.
• The Debtors will not seek a ruling from the IRS or an opinion of counsel with respect to any of the tax consequences of the Combined Disclosure Statement and Plan.

Miscellaneous

• Except to the extent the Bankruptcy Code, Bankruptcy Rules, or other federal law applies, or an exhibit provides otherwise, the rights and obligations arising under the Combined Disclosure Statement and Plan are governed by the laws of the State of New York, without giving effect to conflicts of law principles.
• All injunctions or stays in effect under sections 105 or 362 and extant on the Confirmation Date remain in full force and effect. In the event of any inconsistency between the Combined Disclosure Statement and Plan and any other instrument or document created or executed pursuant to it, the Combined Disclosure Statement and Plan governs. All exhibits and schedules, including the Plan Supplement, are incorporated as if set forth in full. Nothing in the Combined Disclosure Statement and Plan constitutes an admission by any Entity.
• Upon entry of the Confirmation Order, the Debtors and their agents, representatives, members, principals, officers, directors, employees, advisors, and attorneys will be deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code under section 1125(e), and will have no liability for violation of any law governing solicitation.