First Brands Group - Chapter 11 APA Summary

Walbro Asset Purchase Agreement Summary

Parties Involved

• Sellers: First Brands Group Holdings, LLC (Principal Seller) and its Subsidiaries indicated on the signature pages
• Purchaser: Overdrive Capital, LLC, a Delaware limited liability company (Buyer)
• Guarantor: Polaris Industries Inc., a Delaware corporation (solely for purposes of Section 5.09 and Section 6.11 of the APA)
• On or about September 24, 2025 and September 28, 2025, Principal Seller and certain of its Affiliates filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas

Assets Being Sold

• The sale includes the Transferred Equity Interests (issued and outstanding equity interests of the Transferred Entity) and the Transferred Assets
• Transferred Entity: Walbro Los Mochis S. de R.L. de C.V.
• Business: The "Walbro" business as operated by the applicable Sellers, the Transferred Entity or their Affiliates prior to Closing at, from or through the Specified Facilities, consisting of the development, design, manufacture, sourcing, marketing, distribution and sale of small engine fuel systems, carburetors, fuel pumps, ignition systems, electronic fuel injection, plastics molding and related components across power equipment, powersports, marine and specialty engines under the brand names Walbro and Carter Carburetor
• Transferred Assets include Sellers' and their respective Affiliates' right, title and interest in and to specified assets as of the Closing, other than the Transferred Equity Interests and the Excluded Assets

Purchase Price

• Base Purchase Price: $50,000,000.00 in cash, plus the assumption of the Assumed Liabilities
• At Closing, Buyer shall pay by wire transfer:
  • The Debtor Closing Proceeds to the escrow agent for the DIP Escrow Account
  • The remaining portion of the Base Purchase Price as directed by Sellers in writing prior to Closing
• Debtor Closing Proceeds: An amount equal to the Base Purchase Price, minus:
  • The aggregate amount (not to exceed $300,000) of Excluded Liabilities relating to any current or former employees of Sellers or their Affiliates, including any Business Employee who does not become a Transferred Employee
  • $1,470,588.24, representing a portion of the Purchase Price allocable to Sellers' Advisors in respect of certain fees and expenses incurred in connection with the transactions
  • $250,000, representing the portion of the Purchase Price allocable to the Transferred Assets and Transferred Equity Interests sold by Persons that are not Debtors

Assumed Liabilities

• Buyer shall assume and timely pay, discharge and perform only the following Liabilities:
  • All Cure Costs payable by Buyer
  • All Liabilities relating to Buyer's ownership or operation of the Transferred Assets arising from events, facts or circumstances that first occur from and after the Effective Time
  • All Liabilities with respect to Transfer Taxes to be borne by Buyer and any Periodic Taxes to be borne by Buyer
  • All Liabilities arising with respect to any Transferred Employees to the extent arising or accruing on or after Closing including, if applicable, any Liabilities arising or accruing on or after Closing under the Assumed CBA
  • All Liabilities arising with respect to Leased Employees to the extent arising or accruing on or after Closing but prior to or on the Employee Lease End Date and solely to the extent reimbursable by Buyer pursuant to the Employee Lease Agreement
  • All Liabilities relating to amounts required to be paid by Buyer under the APA

Sale Process

• The Debtors and their advisors engaged in a robust marketing and sale process for the Transferred Assets
• The Sale Process was an open and substantively and procedurally fair process to all parties in interest, was non-collusive, duly noticed, and provided a full, fair, and reasonable opportunity for any entity to make an offer to purchase the Transferred Assets
• The Sale Process obtained the highest or otherwise best value for the Transferred Assets for the Debtors and their estates, and there was no other transaction available or presented that would have yielded a higher economic or otherwise better result
• All creditors and other parties in interest and all prospective bidders have been afforded a reasonable and fair opportunity to bid for the Transferred Assets or file an objection to the Sale Transaction
• It is unlikely that a further marketing or auction process would yield a higher or better offer for the Transferred Assets

Assumption and Assignment of Contracts

• At Closing and pursuant to Section 365 of the Bankruptcy Code and the Sale Order, each Seller shall assume and assign to Buyer the Transferred Executory Contracts to which such Seller is a party
• As soon as reasonably practicable and no later than three (3) Business Days prior to Closing (the Initial Designation Deadline), Buyer may elect each Available Executory Contract it wishes to acquire and have assumed by Sellers and assigned to Buyer on the Closing Date
• From the date of the APA until April 1, 2026 (the Subsequent Designation Deadline), Buyer may elect to treat any Available Executory Contract as a Transferred Executory Contract
• The Debtors are authorized to assume the Transferred Contracts designated for assumption and assignment in accordance with the APA, to cause the Buyer to pay the Cure Costs, and assign the Transferred Contracts to the Buyer, free and clear of all Claims and Interests
• Upon the Assumption and Assignment Date, the Buyer shall be fully and irrevocably vested with all right, title, and interest of the Debtors in, to, and under the Transferred Contracts
• The Buyer has provided adequate assurance of its ability to perform its obligations under each of the Transferred Contracts within the meaning of section 365 of the Bankruptcy Code

Cure Costs

• All Cure Costs shall be paid by Buyer and Sellers shall not have any Liability therefor
• Cure Costs means any and all amounts, costs or expenses that must be paid or actions or obligations that must be performed or satisfied pursuant to the Bankruptcy Code to effectuate the assumption by the applicable Seller, and the assignment to Buyer, of the Transferred Contracts to which such Seller is party
• The Cure Costs are deemed the amounts necessary to "cure" all "defaults" under such Transferred Contracts that may be assumed and assigned to Buyer
• The payment of the Cure Costs as provided in the APA and the Sale Order is reasonable and appropriate and fully satisfies the Debtors' obligations under sections 365(b) and 365(f) of the Bankruptcy Code

Sale Free and Clear & Successor Liability

• Upon Closing, the transfer of the Transferred Assets to the Buyer shall constitute a legal, valid, and effective transfer and shall vest the Buyer with all right, title, and interest in and to the Transferred Assets
• The Transferred Assets shall be transferred to the Buyer free and clear of any and all Claims and Interests, except those specifically assumed by the Buyer pursuant to the APA
• The Debtors may sell the Transferred Assets free and clear of any and all Claims and Interests because one or more of the standards set forth in sections 363(f)(1) through (f)(5) of the Bankruptcy Code have been satisfied
• The Buyer is not, and shall not be considered, a successor in interest to the Debtors or a successor employer to the Debtors, has not, de facto or otherwise, merged or consolidated with or into the Debtors, and is not a continuation or substantial continuation of the Debtors or any enterprise of the Debtors
• The sale and transfer of the Transferred Assets to the Buyer will not subject the Buyer to any liability (including any successor liability) with respect to the operation of any of the Debtors' businesses before Closing, except that the Buyer shall become liable for the applicable Assumed Liabilities
• Buyer shall have no obligations with respect to any liabilities of the Debtors arising out of or related to the Transferred Assets, except as expressly provided in the APA, including liabilities relating to:
  • Any labor or employment agreements (excluding Buyer's obligations under the Assumed CBA or any Assumed Employee Plan as expressly provided in the APA)
  • Any mortgages, deeds of trust or security interests
  • Any intercompany loans or receivables between Sellers and any Debtor
  • Any pension, multiemployer plan, health or welfare, compensation or other employee benefit plans, except to the extent an Assumed Liability under the APA
  • Any employee, worker's compensation, occupational disease or unemployment or temporary disability related claim
  • Any liabilities arising under Environmental Laws or from environmental conditions first occurring or first existing with respect to any assets owned or operated by the Debtors at any time on or prior to Closing
  • Any bulk sales or similar laws (including those related to taxes)
  • Any tax statutes or ordinances
  • Any Excluded Liabilities

Good Faith Purchaser

• The APA and the Sale Transaction were proposed, negotiated, and entered into by and among the Debtors and the Buyer without collusion or fraud, in good faith, and at arm's length
• The Buyer is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the full protection of section 363(m) with respect to the APA, the Transaction Agreements, the Closing, the Sale Transaction, and the Sale Order
• The Buyer would not consummate the Sale Transaction without such protections
• There has been no showing that the Debtors or the Buyer, nor any of their respective affiliates, officers, directors, managers, members, partners, principals, or shareholders (or equivalent) or any of their respective advisors, representatives, attorneys, successors, or assigns have engaged in any action or inaction that would cause or permit the APA or the Sale Transaction to be avoided or any costs or damages to be imposed under section 363(n) of the Bankruptcy Code

Guarantor Obligations

• Polaris Industries Inc. irrevocably and unconditionally guarantees the due and punctual payment of the Specified Obligations upon the occurrence of, and only to the extent of, an uncured breach by Buyer of such Specified Obligations
• Such guarantee is an absolute and unconditional guarantee of payment (and not performance) and not of collectability
• The aggregate liability of the Guarantor shall not exceed the Required Amount
• Specified Obligations: Buyer's obligation to pay the full amount of the cash required to consummate the Transactions on the terms contemplated by the Transaction Agreements (including the payment of the Purchase Price) and all Cure Costs payable pursuant to Section 2.06
• Required Amount: An amount equal to the full amount of the cash required to consummate the Transactions (including payment of the Purchase Price), plus all Cure Costs payable pursuant to Section 2.06
• The Guarantor has and will have the financial capacity to pay and perform its obligations under the Agreement, and all funds necessary for such Guarantor to fulfill its obligations shall be available for so long as the Guarantee shall remain in effect

Post-Closing Arrangements

• As a condition to Closing, certain Sellers and Buyer shall enter into the Employee Lease Agreement, pursuant to which certain Sellers agree to continue to employ the Business Employees who are employed by such Sellers as of Closing for a period of time after Closing
• Effective as of Closing, Sellers and their respective Affiliates grant to Buyer and its Affiliates a royalty-free, fully paid-up, irrevocable, worldwide, sublicensable, non-transferable (except in connection with the transfer of all or substantially all of the assets, stock or other equity of Buyer or such Affiliate), non-exclusive license, for a period of six (6) months from Closing, to continue to use and display any Wind-Down Marks in substantially the same manner that such Trademarks are used in connection with the Business immediately prior to Closing
• Buyer shall use commercially reasonable efforts to cease all uses of the Wind-Down Marks as promptly as reasonably practicable during such period
• The Sale Order, the APA, and any document contemplated thereby shall not be construed to authorize or permit:
  • The assumption and/or assignment of any surety bond issued by RLI Insurance Company (Surety) on behalf of the Debtors
  • The assumption and/or assignment of any indemnity agreements executed by one or more of the Debtors pursuant to which the Surety Bonds were issued
  • Obligate a Surety to replace any Surety Bond and/or issue any new surety bond on behalf of a Buyer
• The Sale Order shall not be deemed to provide a Surety's consent to the involuntary substitution of any principal under any Surety Bond and/or any Indemnity Agreement, and the Buyer shall not be a substitute principal under any Surety Bond or any Indemnity Agreement absent a Surety's consent thereto

Key Dates

• Asset Purchase Agreement Date: March 9, 2026
• Effective Time: 12:01 a.m. (local time) on the Closing Date
• Initial Designation Deadline: No later than three (3) Business Days prior to Closing
• Subsequent Designation Deadline: April 1, 2026
• Closing: On the second Business Day following the date upon which all Closing Conditions are satisfied or waived in writing (other than those Closing Conditions that by their nature can only be satisfied at Closing)

Jasper Rubber Asset Purchase Agreement / Sale Summary

Overview

• The Sale constitutes a Wind Down Sale under the Wind Down Order, pursuant to which the Debtors selected the Buyer as the purchaser of certain assets (the "Transferred Assets") related to the Debtors' business commonly known as "Jasper Rubber Products," as more particularly described in the Purchase Agreement.
• On June 24, 2026, First Brands Group Holdings, LLC and certain of its subsidiaries and the Buyer entered into the Purchase Agreement, under which the Buyer agreed to purchase the Transferred Assets for $8,030,000 in cash plus the assumption of the Assumed Liabilities, subject to any adjustments, allocations, or other terms set forth in the Purchase Agreement and the Order, free and clear of all Liens, Liabilities, claims, and interests other than the Assumed Liabilities and Permitted Liens.
• The Debtors, in consultation with the Consultant and their advisors, determined in their business judgment that the Purchase Agreement represents the highest or otherwise best actionable transaction available for the Transferred Assets under the circumstances.

Parties Involved

• Sellers: First Brands Group Holdings, LLC and certain of its subsidiaries named in the Purchase Agreement.
• Buyer: Jasper Acquisition Co., LLC.
• Guarantor: Press-Seal Corporation.
• The Buyer is not an "insider" of any Debtor within the meaning of section 101(31) of the Bankruptcy Code.
• The purchase and sale of the Transferred Assets was marketed, brokered, and facilitated by the Consultant solely in its capacity as agent for the Debtors pursuant to the Wind Down Order. The Consultant is not taking title to the Transferred Assets before the Sale and is not a party to the Purchase Agreement.

Assets Being Sold

• The Transferred Assets constitute property of the Debtors' estates within the meaning of section 541 of the Bankruptcy Code or otherwise consist of transferable interests owned by one or more Debtors, and constitute Wind Down Assets under the Wind Down Order or are otherwise authorized to be sold pursuant to the Order, the Bankruptcy Code, the Purchase Agreement, and any other applicable orders.
• The Transferred Assets include certain Executory Contracts, approval of the assumption and assignment of which the Debtors will seek through the Court's separate order governing procedures to assume, assume and assign, or reject unexpired leases and executory contracts [Docket No. 1244].
• The Buyer is not acquiring any of the Excluded Assets or assuming any of the Excluded Liabilities, as defined in the Purchase Agreement.
• Pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code, the Debtors are authorized and directed to sell, transfer, convey, assign, and deliver the Transferred Assets to the Buyer or one or more controlled affiliates or designees designated by the Buyer (each, a "Buyer Designee") at Closing, subject only to the Assumed Liabilities and Permitted Liens.

Purchase Price

• Under the Purchase Agreement, the Buyer will pay a cash purchase price of $8,030,000 and will assume certain Assumed Liabilities in exchange for the Transferred Assets, subject to any adjustments, allocations, or other terms expressly set forth in the Purchase Agreement and the Order.

Good-Faith Purchaser

• The Buyer and any Buyer Designee are good-faith purchasers for value within the meaning of section 363(m) of the Bankruptcy Code and are entitled to its full protections with respect to the Sale and the Transferred Assets.
• The consideration to be paid by the Buyer was negotiated at arm's length, in good faith, and without collusion pursuant to section 363(m), and is fair and reasonable under the circumstances. Accordingly, the reversal or modification on appeal of the authorization to consummate the Sale shall not affect the validity of the Sale unless such authorization and consummation are duly and properly stayed pending appeal.
• Neither the Debtors, the Buyer, nor any Buyer Designee has engaged in any conduct that would permit the Sale, the Purchase Agreement, or any transaction contemplated thereby to be avoided, set aside, or otherwise challenged under section 363(n) of the Bankruptcy Code, and the consideration provided is fair and reasonable.

Sale Free and Clear

• At Closing, all of the Debtors' right, title, and interest in and to, and possession of, the Transferred Assets shall be immediately vested in the Buyer (or any Buyer Designee) pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code, free and clear of all Liens, Liabilities, claims, and interests, except solely for the Assumed Liabilities and Permitted Liens. The Transferred Assets are also sold free and clear of any reclamation rights.
• The Sale satisfies section 363(f) because one or more of the following standards is met with respect to each Lien, Liability, claim, or interest:
  • applicable nonbankruptcy law permits the sale free and clear of such interest;
  • the holder has consented, failed to object after receiving adequate notice, or is deemed to have consented;
  • to the extent the interest constitutes a lien, the purchase price is greater than the aggregate value of all liens on the Transferred Assets;
  • such interest is in bona fide dispute; or
  • the holder could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.
• Except as expressly provided in the Purchase Agreement or the Order, the Buyer is purchasing the Transferred Assets on an "as is, where is" basis as to their physical condition, location, completeness, operability, merchantability, fitness for any particular purpose, and quality, and the Sale is final.
• All persons and entities — including debt holders, equityholders, governmental units, tax and regulatory authorities, employees, labor organizations, pension funds, benefit plans, contract counterparties, landlords, lessors, secured parties, lienholders, and litigation claimants — are forever barred, estopped, and permanently enjoined from asserting, prosecuting, enforcing, or collecting any Liens, Liabilities, claims, or interests against the Buyer, its affiliates, its designees, the Transferred Assets, or any of the Buyer's successors or assigns, except solely with respect to Assumed Liabilities and Permitted Liens.
• The Buyer would not have entered into the Purchase Agreement or consummated the transactions contemplated thereby if the transfer were not free and clear of all interests, or if the Buyer or any of its affiliates or designees could be liable for any interests, including on any successor, transferee, derivative, or vicarious liability theory, subject only to the Assumed Liabilities and Permitted Liens.

No Successor Liability and No Assumed Liabilities

• Neither the Buyer nor its affiliates, designees, or related parties (collectively, the "Buyer Parties") is a continuation of the Debtors or their estates, and the Sale does not amount to a consolidation, merger, or de facto merger of the Buyer (or any Buyer Party) and any of the Debtors.
• The Buyer shall not be deemed, as a result of the Sale, to: be a successor to any Debtor or its estate; be a continuation or substantial continuation of any Debtor or its business; have merged or be part of a de facto merger with any Debtor; be a successor or joint employer; have common identity or continuity of enterprise with any Debtor; or be liable under any product-line, substantial-continuity, successor-liability, transferee-liability, de facto merger, alter ego, veil-piercing, agency, or vicarious liability theory, except solely for the Assumed Liabilities and Permitted Liens.
• Except for the Assumed Liabilities and Permitted Liens expressly set forth in the Purchase Agreement, the Buyer shall not assume, and shall have no liability or responsibility for, any Liability, Lien, claim, interest, or other obligation of any Debtor, its estate, or any predecessor or affiliate, whether known or unknown, fixed or contingent, liquidated or unliquidated, matured or unmatured, asserted or unasserted, arising before, on, or after the Petition Date or Closing Date.
• Without limiting the foregoing, the Buyer shall not assume or be liable for any Liens, Liabilities, claims, or interests based on any theory of successor or vicarious liability, or on any theory of antitrust, environmental, successor, or transferee liability, de facto merger or substantial continuity, labor and employment, or products liability.

Assumption and Assignment

• No executory contract or unexpired lease of any Debtor or Seller is being assumed by the Debtors or assigned to the Buyer under section 365 of the Bankruptcy Code or the Order, and the Buyer shall not assume or be liable for any obligations thereunder.
• Nothing in the foregoing limits the Buyer's acquisition of rights that constitute Transferred Assets and are transferable without assumption and assignment under section 365 of the Bankruptcy Code.

Disputed Equipment (Maplan/Onset Equipment Dispute)

• Maplan GmbH and Machinery + Planning, Inc. (together, "Maplan") and the Onset Parties each dispute the other's asserted interests in certain equipment included in the Transferred Assets, including three high-speed, horizontal rubber injection molding machines (model RAPID+ 700R/300 with MAP.commander C600) and related equipment (the "Disputed Equipment").
• In furtherance of a prompt Closing, the Onset Parties and Maplan have each agreed to:
  • consent to the Sale; and
  • deposit $200,000 (the "Disputed Equipment Escrow Amount") of Net Proceeds otherwise allocated for distribution to the Onset Parties into the SPV-ABL Wind Down Account, to be held in a segregated account for distribution to Maplan and/or the Onset Parties upon resolution of the dispute by Court order or agreement, free and clear of all Liens, Liabilities, claims, and interests (including those of the DIP Lenders, the ABL Lenders, and the SPV Lenders other than the Onset Parties).
• The Disputed Equipment Escrow Amount may not be distributed without an order of the Court or agreement between Maplan and the Onset Parties. At Closing, the Buyer shall acquire title to the Disputed Equipment free and clear of all Liens, Liabilities, claims, and interests.
• At Closing, the Debtors, the Onset Parties, and Maplan (each on behalf of themselves and their respective members, affiliates, partners, successors, and assigns) fully, unconditionally, and irrevocably release and forever discharge one another from all claims arising prior to Closing solely and directly arising out of the Disputed Equipment (the “Released Maplan/Onset Dispute Claims”). The release does not extend to (i) the determination of the pre-Closing interests in the Disputed Equipment, (ii) Maplan's claims against the Debtors, including Proof of Claim No. 2013, (iii) Maplan's right to assert one or more administrative expense claims, or (iv) Maplan's right to assert that cure amounts must be paid and defaults cured in connection with any assumption of an executory contract pertaining to the Disputed Equipment; recourse in the dispute is limited to a determination of the allocation of the Disputed Equipment Escrow Amount between Maplan and the Onset Parties.
• The Debtors, the Onset Parties, and Maplan reserve all rights as to the amount, validity, and priority of any claims filed by Maplan against the estate, including Proof of Claim No. 2013, and Maplan reserves the right to file one or more administrative expense claims.

Distribution of Proceeds

• At Closing, and notwithstanding anything to the contrary in the DIP Order, the Buyer shall pay the Base Purchase Price less the Consultant Fees and Expenses and the Tax Payoff Amount (the "Distributable Proceeds") by wire transfer to the Escrow Account for funds-flow purposes only, without the DIP Secured Parties obtaining any legal interest therein or such funds being treated as DIP Collateral (other than amounts payable to the DIP Secured Parties).
• The DIP Agent shall thereafter distribute the Distributable Proceeds to the DIP Secured Parties, the Onset Parties, the ABL Secured Parties, and to the SPV-ABL Wind Down Account for the Maplan Dispute Escrow Amount, in accordance with the Value Allocation Schedule (attached to the Order as Exhibit 2) and the wire instructions provided by counsel to the Creditor Consenting Parties, using commercially reasonable efforts to distribute the funds as promptly as practicable.
• The Consultant Fees and Expenses and the Tax Payoff Amount shall be paid by the Buyer from the Base Purchase Price in accordance with the Purchase Agreement.
• None of the Distributable Proceeds may be used to fund the Carve-Out, and none of the escrowed proceeds shall be released from the Escrow Account in violation of the Value Allocation Schedule.
• All Liens, Liabilities, claims, and interests released from the Transferred Assets shall attach to the Net Proceeds or Gross Proceeds, as applicable, with the same validity, priority, force, and effect they had against the Transferred Assets immediately before the Closing Date, subject to the Wind Down Order and the rights, claims, defenses, objections, or challenges of the Debtors, their estates, the Creditors' Committee, the DIP Secured Parties, the ABL Lenders, any trustee, and any party in interest.

Marketing and Consultant Arrangements

• The purchase and sale of the Transferred Assets was marketed, brokered, and facilitated by the Consultant solely in its capacity as agent for the Debtors pursuant to the Wind Down Order.
• On May 27, 2026, the Debtors and Hilco Merchant Resources, LLC entered into a Machinery and Equipment Agreement under which Hilco Merchant Resources, LLC serves as the Debtors' exclusive agent with respect to specified machinery and equipment.
• On May 28, 2026, the Debtors and Hilco IP Services, LLC, Hilco Real Estate, LLC, and Hilco Global Mexico, S. de R.L. de C.V. entered into an Intangible Assets, Real Estate and Other Assets Marketing Agreement under which those entities serve as the Debtors' exclusive agents with respect to specified intangible assets, real estate, and other assets.

Post-Closing Arrangements

• The Debtors, the Consultant, and any warehouseman, bailee, custodian, agent, affiliate, employee, representative, or other person or entity in possession, custody, or control of any Transferred Assets shall surrender such Transferred Assets to the Buyer or the applicable Buyer Designee on the Closing Date.
• Nothing in the Order sells, assigns, or transfers to the Buyer any insurance policies issued by the Chubb Companies (the “Chubb Insurance Contracts”) or any rights, proceeds, benefits, claims, or recoveries thereunder, and the Buyer is not, and shall not be deemed to be, an insured under any Chubb Insurance Contract. However, if a claim with respect to the Transferred Assets arises that the Buyer believes is covered, the Buyer may request that the Debtors pursue it; the Debtors shall then promptly pursue the claim, and any insurance proceeds received by the Debtors from the Chubb Companies in connection with such a Proceed Turnover are Transferred Assets, shall be held in trust by the Debtors for the sole benefit of the Buyer, and shall be promptly remitted to the Buyer.
• The requirements of Bankruptcy Rule 6004(h) are waived, and the Order is effective and appealable immediately upon entry, without any stay.
• The Court retains exclusive jurisdiction to interpret, implement, enforce, and resolve any disputes arising under or related to the Order, including the Purchase Agreement, the Sale, the transfer of the Transferred Assets, the Assumed Liabilities, the Permitted Liens, the excluded liabilities, transfer documents, and any related documents, claims, disputes, or proceedings.

Background and Notice

• On September 24, 2025, Global Assets LLC and twelve debtor affiliates each filed voluntary chapter 11 petitions with the United States Bankruptcy Court for the Southern District of Texas. Commencing on September 28, 2025, First Brands Group, LLC and the remaining Debtors each filed voluntary chapter 11 petitions with the Court.
• The Debtors are authorized to continue to operate their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee has been appointed, and on October 9, 2025, the United States Trustee for Region 7 appointed an official committee of unsecured creditors [Docket No. 113].
• On January 8, 2026, the Debtors filed the Bidding Procedures Motion [Docket No. 1253], seeking approval of an expedited timeline and auction procedures for their sale process. The Debtors filed the Initial Notice [Docket No. 1324], served it on January 13, 2026 on all potential bidders, all parties that had expressed interest in purchasing any of the Debtors' assets within the last twelve months, all parties on the creditor matrix, and the Sale Notice Parties, and published it in the national edition of The New York Times on January 16, 2026.
• On March 23, 2026, the Debtors filed the Wind Down Motion [Docket No. 2216], disclosing their intention to wind down certain brands and asset classes. On April 16, 2026, the Court entered the Wind Down Order [Docket No. 2454], authorizing the Debtors and their Consultant to sell certain Wind Down Assets.
• On May 15, 2026, the Debtors filed the First Expansion Notice [Docket No. 2686], expanding the scope of brands, business units, and asset classes subject to the Wind Down Order to include, among other things, the "Filters and Plugs" business unit and related legal entities, including the Debtors' Jasper Rubber business. On May 28, 2026, the Debtors filed the Second Notice of Expansion [Docket No. 2829], expanding the Wind Down to First Brands Holdings, LLC and all Debtor subsidiaries.
• On June 19, 2026, the Debtors served a Wind Down Sale Notice by email on the Wind Down Sale Notice Parties (the U.S. Trustee, the Ad Hoc Group, the Creditors' Committee, the known creditors with an Asserted Interest, and the applicable Landlord). The notice identified the Transferred Assets, identified the Buyer as purchaser, stated the $8,030,000 purchase price, stated that the Transferred Assets constitute Overlapping Collateral, and described the other significant terms of the Sale.
• On June 24, 2026, the Debtors filed the Motion [Docket No. 3055]. On June 25, 2026, the Debtors served the Jasper Sale Notice on the Sale Notice Parties and subsequently published it in The Indianapolis Star on July 1, 2026.

Key Dates

• Petition Dates: September 24, 2025 (Global Assets LLC and twelve affiliates) and commencing September 28, 2025 (First Brands Group, LLC and remaining Debtors)
• Wind Down Order Entered: April 16, 2026
• Wind Down Sale Notice Served: June 19, 2026
• Purchase Agreement Dated / Motion Filed: June 24, 2026
• Jasper Sale Notice Served: June 25, 2026
• Jasper Sale Notice Published (The Indianapolis Star): July 1, 2026
• Sale Order Entered: July 2, 2026

Dalton Wind Down Sale Summary

Parties Involved

• Sellers: Dalton Corporation (f/k/a Dalton Foundries, Inc.), an Indiana corporation; Dalton Corporation, Warsaw Manufacturing Facility, an Indiana corporation; and Dalton Corporation, Stryker Machining Facility Co., an Ohio corporation (each a "Seller," and collectively, the "Sellers"), which own the assets associated with the Dalton business unit.
• Buyer: MiddleGround Capital. Under the Purchase Agreement, the acquiring entities (each a Delaware limited liability company) are Dalton Foundry, LLC ("Dalton Buyer"), Stryker Manufacturing, LLC ("Stryker Buyer"), Dalton Real Property, LLC, Stryker Real Property, LLC, and Muskellunge Real Property, LLC.
• Buyer and any Buyer Designee are good-faith purchasers for value within the meaning of section 363(m) of the Bankruptcy Code and are entitled to the full protections thereof. Buyer is not an "insider" of any Debtor within the meaning of section 101(31) of the Bankruptcy Code, and each Buyer has represented and warranted the same.
• The purchase and sale was marketed, brokered, and facilitated by the Consultant, Hilco (Hilco Merchant Resources, LLC, Hilco Receivables, LLC, Hilco Global Professional Services, LLC, or their affiliates), solely in its capacity as agent for the Debtors pursuant to the Wind Down Order and the Amended and Restated Consulting and Marketing Services Agreement dated March 13, 2026. The Consultant is not taking title to the Transferred Assets before the Sale.

Assets Being Sold

• Certain assets associated with the Dalton business unit and owned by the Sellers (the "Transferred Assets"), sold free and clear of all Liens, Liabilities, claims, and interests other than the Assumed Liabilities. The Transferred Assets generally comprise:
  • All machinery, fixtures, tools, vehicles, equipment (including IT equipment), supplies, and other tangible personal property physically present at 1900 East Jefferson Street, Warsaw, IN; 211 S. Lincoln Street, Warsaw, IN; 310 Ellis Street, Stryker, OH; 1614 E Market Street, Warsaw, IN; 221 S. Grant Street, Warsaw, IN; and any other Transferred Real Property, in each case on the Effective Date;
  • The parcels of real property owned by the Sellers, and any improvements thereon (the "Transferred Real Property"), located in Stryker, OH and Warsaw, IN;
  • All inventory physically present at the Transferred Real Property on the Effective Date, and all other Inventory (as defined in the UCC);
  • All Intellectual Property of the Sellers, including domain names, trade names, trademarks, service marks, source identifiers, and associated goodwill, without any representation or warranty as to its completeness, validity, or enforceability;
  • All customer and vendor lists and files, mailing, email, and advertiser lists, and databases, whether in print or electronic form;
  • All permits, licenses, authorizations, and approvals, in each case to the extent transferable; and
  • All goodwill, customer relationships, going concern value, and other intangible assets of the Sellers.
• The Transferred Assets constitute property of the Debtors' estates within the meaning of section 541 of the Bankruptcy Code or otherwise consist of transferable interests held by one or more Debtors, and may be sold under sections 363(b) and 363(f).
• The Transferred Assets are allocated among the applicable Buyer entities as follows:
  • Dalton Buyer acquires all non-real property Transferred Assets relating to the operation of the Dalton foundry, including those physically present at the Transferred Real Property in Indiana;
  • Stryker Buyer acquires all non-real property Transferred Assets relating to the operation of the Stryker facility, including those physically present at the Transferred Real Property in Ohio;
  • Dalton RP acquires the parcels of Transferred Real Property associated with 1900 E Jefferson Street;
  • Stryker RP acquires the parcels of Transferred Real Property associated with 310 Ellis Street, Stryker, OH 43577; and
  • Muskellunge acquires the parcels of Transferred Real Property associated with 1614 E Market Street, Warsaw, IN 46580 and 221 S. Grant Street, Warsaw, IN 46580.

Purchase Price

• Under the Purchase Agreement, Buyer will pay a cash purchase price of $6,000,000 for the Transferred Assets, payable by wire transfer on the Effective Date, subject to any adjustments, allocations, or other terms expressly set forth in the Purchase Agreement and the Order.

Business Justification

• The Debtors, in consultation with the Consultant and their advisors, determined in their business judgment that the Purchase Agreement represents the highest or otherwise best actionable transaction available for the Transferred Assets under the circumstances and is in the best interests of the Debtors, their estates, creditors, and parties in interest.
• The Sale is a Wind Down Sale under the Wind Down Order, and the Transferred Assets are Wind Down Assets under the Wind Down Order or are otherwise authorized to be sold. All requirements under the Wind Down Order, including any required notice, consent, asset designation, asset-class or legal-entity addition, objection-period expiration, or further-order requirement, have been satisfied, waived, resolved, or approved.

Sale Free and Clear & Successor Liability

• The transfer vests Buyer or any Buyer Designee with all of the Debtors' right, title, and interest in and to the Transferred Assets free and clear of all Liens, Liabilities, claims, and interests, except solely for Assumed Liabilities, in satisfaction of section 363(f) of the Bankruptcy Code.
• Buyer is not a successor to any Debtor or any Debtor's estate and shall not be deemed a continuation, mere continuation, de facto merger, successor employer, or joint employer of any Debtor, or otherwise liable under any product-line, successor-liability, transferee-liability, alter-ego, veil-piercing, or similar theory.
• All persons and entities are forever barred, estopped, and permanently enjoined from asserting or enforcing any Liens, Liabilities, claims, or interests against Buyer, its affiliates, its designees, or the Transferred Assets, except solely with respect to Assumed Liabilities.
• No executory contract or unexpired lease of any Debtor or Seller is being assumed or assigned to Buyer under section 365, and the Debtors' insurance policies (and related rights, proceeds, and claims-handling agreements) do not constitute Transferred Assets absent the express prior written consent of the applicable insurer and/or third-party administrator.

"As Is, Where Is"

• Except as expressly provided in the Purchase Agreement or the Order, Buyer is purchasing the Transferred Assets on an "as is, where is" basis as to their physical condition, location, completeness, operability, merchantability, fitness for any particular purpose, and quality, and the Sale is final. Other than the representations set forth in Section 3.09 of the Purchase Agreement, the Sellers expressly disclaim, and the Buyers expressly waive, all warranties, whether express or implied.

Assumed Liabilities

• "Assumed Liabilities" means only (i) the Assumed Environmental Obligations, if any, (ii) Transfer Taxes, and (iii) Liabilities relating to the ownership or operation of the Transferred Assets arising from events, facts, or circumstances that first occur on or after the Effective Date. Except for the Assumed Liabilities, Buyer assumes no liability or responsibility for any obligation of any Debtor or Seller, whether known or unknown, fixed or contingent, and whether arising before, on, or after the Petition Date or the Effective Date.

Excluded Liabilities

• All Liabilities other than the Assumed Liabilities are Excluded Liabilities, which the Buyers disclaim, including, among others:
  • All Taxes payable by any Seller or its affiliates, and all Liabilities for Taxes relating to the Transferred Assets for Taxable periods ending on or prior to the Effective Date, and any sales, use, ad valorem, or similar Tax;
  • All Liabilities arising from any actual or alleged violation of applicable Law relating to the pre-Effective Date period, including any Environmental, Health and Safety Requirements, other than as expressly included in the Assumed Environmental Obligations;
  • All litigation claims and other Liabilities, including tort, breach of contract, employment, and discrimination claims, relating to the pre-Effective Date conduct or operation of the Sellers' business or ownership of the Transferred Assets, even if instituted after the Effective Date;
  • All Liabilities relating to the employment, service, or termination of Service Providers of any Seller;
  • All Environmental Liabilities relating to actions occurring or conditions existing on or prior to the Effective Date, other than as expressly included in the Assumed Environmental Obligations; and
  • All other Liabilities of the Sellers or their affiliates, including accounts payable incurred prior to the Effective Date.

Environmental Matters

• "Assumed Environmental Obligations" means only those obligations, if any, imposed on Buyer under applicable Environmental Laws solely by reason of Buyer's post-Effective Date ownership or operation of the Acquired Real Property, including with respect to Known Ground Contamination, and not by reason of Buyer's succession to, or assumption of, any Debtor's, Seller's, or affiliate's pre-Effective Date acts, omissions, violations, fines, penalties, or liabilities.
• "Excluded Environmental Liabilities" means all Environmental Liabilities other than the Assumed Environmental Obligations, including those arising from any Debtor's, Seller's, or affiliate's pre-Effective Date conduct.
• Nothing in the Order or the Purchase Agreement affects any governmental unit's ability to enforce its police and regulatory powers under applicable Environmental Laws against Buyer with respect to Buyer's post-Effective Date acts or omissions, provided that such reservation does not make Buyer a successor to any Debtor or impose any pre-Effective Date environmental liability on Buyer.
• Unless expressly identified in Schedule A as Transferred Assets, Buyer is not purchasing or taking title to any hazardous waste, regulated waste, contaminated media, environmental permits, or materials requiring disposal or remediation under Environmental Laws.

Access and Removal of Assets

• The Debtors, the Consultant, and any other party in possession, custody, or control of any Transferred Assets shall surrender them to Buyer or the applicable Buyer Designee on the Effective Date.
• Buyer and its designees, contractors, riggers, and haulers shall have reasonable access to the asset locations for inspecting, tagging, rigging, removing, loading, and transporting the Transferred Assets, subject to reasonable site safety protocols and insurance requirements.
• No landlord, warehouseman, lienholder, or other person may interfere with Buyer's rights or assert any storage charge, rent claim, or similar right to delay or condition removal. Buyer is not liable for any Location Expenses except as expressly assumed, but remains responsible for physical damage caused by its own post-closing removal activities and for related insurance.

Liens, Proceeds, and the IA Mechanical Claim

• Any Lien, Liability, claim, or interest in the Transferred Assets other than an Assumed Liability shall attach solely to the Net Proceeds or Gross Proceeds of the Sale with the same validity, priority, force, and effect it had against the Transferred Assets immediately before the Effective Date, subject to the Wind Down Order and the rights of the Debtors, their estates, the Creditors' Committee, the DIP Secured Parties, the ABL Lenders, and other parties in interest.
• IA Mechanical Inc. shall have a lien on the escrowed proceeds of the Sale in accordance with paragraph 49 of the Order, arising from its alleged pre-petition lien on the real property and improvements at 1900 E. Jefferson Street, Warsaw, Indiana (recorded in Kosciusko County, Indiana as Instrument No. 2025071587, as corrected by Instrument No. 2025120808), which purportedly secures the claim asserted in Proof of Claim No. 1760 (the "IA Mechanical Claim"), subject to all rights, claims, objections, defenses, and challenges of IA Mechanical and the Debtors.

Distribution of Proceeds

• At Closing, Buyer shall pay the Purchase Price, less the Tax Payoff Amount, to the Wind Down deposit account maintained by the Consultant for funds-flow purposes only. The Consultant shall then distribute the Distributable Proceeds (net of the Consultant's Fees and Expenses and the Tax Payoff Amount) as follows:
  • $502,750.71 to the SPV-DIP Wind Down Account, held in escrow pending a final order of the Bankruptcy Court determining the allowance, amount, validity, extent, priority, and/or enforceability of the IA Mechanical Claim; and
  • The remainder to the DIP Secured Parties and the Onset Parties (Onset Financial, Inc. and its affiliates, Silver Point Capital, L.P., and its affiliates and managed funds/accounts), in accordance with the Value Allocation Schedule agreed to by the Ad Hoc Group and the Onset Parties.
• Per the Value Allocation Schedule (Sources & Uses), the $6,000,000 Purchase Price is applied as follows:
  • DIP Lender Distribution: $3,294,156.67
  • Onset Distribution: $1,250,000.00
  • Hilco Commission: $650,000.00
  • Escrow for IA Mechanical Lien: $502,750.71
  • Property Taxes: $303,092.62
  • Total Uses: $6,000,000.00
• None of the Distributable Proceeds may be used to fund the Carve-Out (as defined in the DIP Order), and none of the escrowed proceeds may be released in violation of the Value Allocation Schedule.

Limitation on Liability

• Following the Effective Date, the Sellers have no Liability to the Buyers or their affiliates arising under or relating to the Purchase Agreement, other than for fraud willfully and knowingly committed with the specific intent to deceive and mislead. Each Buyer acknowledges that, as of the Effective Date, it has no right of recourse, offset, claim, counterclaim, or action against any Seller or its affiliates, representatives, advisors, or agents (including the Hilco entities), except as expressly set forth for covenants that by their terms survive the Effective Date.
• No party is liable for consequential, special, incidental, indirect, or punitive damages, lost profits, or similar items, provided that this does not limit a party's right to recover contract damages resulting from a failure to close in breach of the Purchase Agreement. Nothing in this limitation impairs the Buyers' right to enforce the Sale Order, any transfer document, the further-assurances and name-related covenants, or the access and removal rights, including by specific performance, injunctive, or other equitable relief from the Bankruptcy Court.

Bulk Sales and Transfer Taxes

• No bulk sales, bulk transfer, bulk notice, successor-liability tax notice, or similar law applies to the Sale, and the transfer of the Transferred Assets is not subject to any stamp, transfer, recording, documentary, sales, use, or similar tax. Buyers are responsible for all Transfer Taxes levied or billed to transfer title, except to the extent reduced or eliminated by any applicable resale, exemption, or similar certificate, for which the Sellers will reasonably cooperate at the Buyers' request and expense.

Notice

• In accordance with the Wind Down Order, on June 19, 2026, the Debtors served a Wind Down Sale Notice by email on the Wind Down Sale Notice Parties, comprising the U.S. Trustee, the Ad Hoc Group, the Creditors' Committee, the known creditors with an Asserted Interest, and the Landlord for the applicable Location. On July 2, 2026, the Debtors filed the Notice of Proposed Order, served on the Debtors' Master Service List and the creditor matrix for each Debtor selling Transferred Assets.
• Each notice identified the Transferred Assets, the applicable business units and legal entities, Buyer, the $6,000,000 purchase price, whether the Transferred Assets constitute Overlapping Collateral, and the other significant terms of the Sale. The applicable notice period has expired, all objections have been resolved, withdrawn, waived, or overruled, and the Debtors have obtained the consent of all known creditors with an Overlapping Collateral Interest in the proceeds. No other or further notice is required.

Key Dates

• Petition Dates: September 24, 2025 (Global Assets LLC and twelve debtor affiliates) and September 28, 2025 (First Brands Group, LLC and remaining Debtors)
• Wind Down Order Entered: April 16, 2026
• Wind Down Sale Notice Served: June 19, 2026
• Purchase Agreement (Assignment and Bill of Sale) / Notice of Proposed Order: July 2, 2026
• Sale Order Entered / Signed: July 21, 2026 (effective and appealable immediately upon entry, with the requirements of Bankruptcy Rule 6004(h) waived)
• Outside Date (Effective Date to occur on or before): July 31, 2026, unless extended by written agreement of Buyers and Sellers
• Seller Access to Leased Property at 211 S. Lincoln Street, Warsaw, Indiana (to move machinery, inventory, and equipment): until July 31, 2026

Walbro Asia Small Engine Fuel Systems Business Sale Summary

Overview

• On July 27, 2026, the Bankruptcy Court entered an order authorizing and approving the sale of certain of the Debtors' equity interests and related assets — the "Walbro Asia" business — free and clear of liens, claims, encumbrances, and interests, pursuant to sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 9008, and section N of the Procedures for Complex Cases in the Southern District of Texas.
• The transaction proceeds under a Purchase Agreement dated July 15, 2026 following a marketing process rather than an auction. The Court found that in light of the Sale Process and discussions with potential bidders, it is unlikely that a further marketing or auction process would yield a higher or better offer for the Transferred Interests, and that no other transaction was available or presented that would have yielded a higher economic or otherwise better result.
• First Brands Group Holdings, LLC (the Principal Seller) and certain of its affiliates filed voluntary chapter 11 petitions on or about Sept. 24, 2025 and Sept. 28, 2025 in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. The cases are jointly administered under In re First Brands Group, LLC, Case No. 25-90399 (CML).
• The relief rests on the Motion, the Haughey Declaration, the Walker Declaration, the First Day Declaration of Charles M. Moore, and the record of the Sale Hearing. All objections were withdrawn, resolved, or overruled on the merits in their entirety, and the Court found that the Buyer would not consummate the transaction without all of the relief provided in the Sale Order.

Parties Involved

• Sellers: First Brands Group Holdings, LLC, a Delaware limited liability company (Principal Seller); Carter Carburetor Holdings, LLC, a Delaware limited liability company; and WEM US Co., a Delaware corporation. Each signed through Shekhar Kumar, Senior Vice President – M&A.
• Buyer: Husqvarna Business Support AB, an entity organized under the laws of Sweden
• The Court found that neither the Buyer nor any of its affiliates, members, partners, officers, directors, managers, principals, or shareholders is an "insider" of the Debtors under section 101(31) of the Bankruptcy Code, that no common identity of directors, managers, controlling shareholders, or members exists between the Debtors and the Buyer, and that the Buyer had no prior relationship with the Debtors.
• The Court also found that the Debtors have full corporate power and authority to execute the Purchase Agreement and consummate the Sale Transaction, have taken all necessary authorizing action, and require no consents or approvals other than those expressly provided for in the Purchase Agreement.

Assets Being Sold

• The applicable Sellers — and, as to the intercompany debt, the "Applicable Obligee," meaning the Seller or Seller affiliate that is the payee or creditor (for the Walbro Japan and Walbro Thailand payables this may be Walbro LLC, which is not itself a Seller) — are conveying the "Transferred Interests," comprising the Transferred Equity, the Transferred Intercompany Obligations, and the Subject Marks:
  • Transferred Equity: all of Carter Carburetor's right, title, and interest in the issued and outstanding equity interests of Walbro Co., Ltd. (Japan) (the "Walbro Japan Equity Interests"), together with the issued and outstanding equity interests of Walbro Fuel Systems and Technology (Thailand) Co., Ltd. held by WEM (the "WEM Walbro FST Equity Interests"). WEM separately conveys its right, title, and interest in the Walbro FST Debt, which forms part of the Walbro Intercompany Debt rather than the Transferred Equity.
  • Transferred Intercompany Obligations: all right, title, and interest of the Applicable Obligee in the Walbro Intercompany Debt.
  • Subject Marks: any rights held by the Sellers as of the Agreement Date in trademarks primarily related to the Walbro Asia business that do not constitute Business Intellectual Property or Carter Carburetor Trademarks under the Overdrive Agreement (the March 9, 2026 asset purchase agreement among Principal Seller, certain affiliates, and Overdrive Capital LLC), and excluding any assets previously conveyed under any Prior Sale Agreement. The Subject Marks are conveyed by quitclaim; the Sellers make no representation that they own any Subject Marks, and the Buyer waives any claim arising from there being no Subject Marks to convey.
• The Transferred Entities are Walbro Japan, Walbro International Holding BV (Netherlands), Walbro Suisse Group GmbH (Switzerland), Walbro (Tianjin) Industries Co., Ltd. (China), Walbro FST (Thailand), Walbro Italy S.r.L., and Walbro (Thailand) Co., Ltd.
• The Walbro Asia business consists of the development, design, manufacture, sourcing, marketing, distribution, and sale of small engine fuel systems carburetors, fuel pumps, ignition systems, electronic fuel injection, plastics molding, and related components across power equipment, powersports, marine, and specialty engines, under the Walbro and Carter Carburetor brand names in the jurisdictions of formation of each Transferred Entity.
• The transfer does not include, and the Buyer will not be deemed to acquire, any assets or property (including intellectual property) previously assigned, sold, or disposed of — including pursuant to any Prior Sale Agreement — or in which the Debtors hold no right, title, or interest.
• Other than the Transferred Interests and liabilities expressly assumed under the Purchase Agreement, no other interests or liabilities transfer to or are assumed by the Buyer.

Capital Structure of the Transferred Entities

• Carter Carburetor owns all of the Walbro Japan Equity Interests, and Walbro Japan owns, directly or indirectly, all issued and outstanding equity of each Transferred Entity other than Walbro FST and Walbro Thailand.
• WEM and the Walbro FST Minority Shareholders collectively own all of the equity of Walbro FST; Walbro Netherlands and the Walbro Thailand Minority Shareholders collectively own all of the equity of Walbro Thailand.

Intercompany Debt Acquired

• The Walbro Intercompany Debt totals approximately $18,553,000 as of April 27, 2026, comprising:
  • Walbro FST Debt: two shareholder loans from WEM to Walbro FST of approximately $6,905,000 and $3,964,000, plus an intercompany payable owed by Walbro FST to WEM of approximately $1,150,000 (each as of April 27, 2026).
  • Walbro Switzerland Debt: a loan from Principal Seller to Walbro Switzerland of approximately $5,328,599.30 as of May 9, 2026.
  • Walbro Japan Debt: an intercompany payable owed by Walbro Japan to WEM and/or Walbro LLC of approximately $686,000 as of April 27, 2026.
  • Walbro Thailand Debt: an intercompany payable owed by Walbro Thailand to WEM and/or Walbro LLC of approximately $388,000 as of April 27, 2026.
  • Any other intercompany liability owed by a Transferred Entity to a Seller as agreed in writing by the Buyer and Principal Seller.
• The Sellers must take such action — including cancellation of amounts owed by any Transferred Entity to any Debtor and vice versa, but expressly excluding any payments between Debtors and Transferred Entities — so that as of the Closing Date no intercompany obligations remain other than the Walbro Intercompany Debt purchased and the WEM Japan Payable assumed. The Sale Order is to provide that the Buyer acquires the Transferred Entities and Transferred Assets free and clear of any other intercompany obligations.

Assumed Liabilities

• The Buyer assumes, and agrees to pay, perform, and discharge when due, the WEM Japan Payable — the intercompany loan evidenced by an Intercompany Advances Promissory Note dated July 1, 2024, owed by Carter Carburetor to Walbro Japan in an amount equal to the aggregate principal amount of the Walbro Intercompany Debt as of the Closing Date (approximately $18.553 million on the stated reference-date figures).

Purchase Price

• Aggregate consideration consists of $12 million in cash (the Base Purchase Price) plus the assumption of the WEM Japan Payable.
• Any payment made under the Purchase Agreement is to be treated as an adjustment to the Base Purchase Price for all tax purposes, unless otherwise required by applicable law.
• The Buyer may deduct or withhold amounts required under the Code or state, local, or non-U.S. tax law, subject to delivering notice of intent to withhold at least five business days prior to Closing, using reasonable best efforts to work with the Sellers to reduce the withholding, and providing a receipt evidencing timely payment to the applicable Government Authority. Amounts so withheld are treated as paid to the Sellers.

Distribution of Proceeds

• On the Closing Date, and notwithstanding anything to the contrary in the DIP Order, the Buyer will deposit by wire transfer:
  • The Debtor Closing Proceeds into the DIP Escrow Account, for distribution by the DIP Agent to the DIP Secured Parties; and
  • The remaining portion of the Base Purchase Price into the Professional Fee Escrow Account (as defined in the DIP Order).
• Debtor Closing Proceeds equal the Base Purchase Price less the aggregate fees and expenses (capped at $300,000) of (i) Lazard Frères & Co. and Alvarez & Marsal North America, LLC and (ii) counsel to the Sellers, in each case incurred after March 15, 2026 in connection with the transactions. No other proration, setoff, adjustment, deduction, or reduction applies.
• Proceeds paid to the DIP Secured Parties will reduce the outstanding DIP Obligations, including any DIP Fees and Expenses.
• Section 8.01(a) of the Purchase Agreement requires the Sale Order to expressly authorize the deposit of the Base Purchase Price into the DIP Escrow Account for further distribution to the Ad Hoc Group, the Onset Parties, and the ABL Secured Parties in accordance with the Settlement Agreement (each as defined in the Sale Order). The Sale Order as entered instead directs the Debtor Closing Proceeds to the DIP Escrow Account for distribution by the DIP Agent to the DIP Secured Parties and the remaining portion of the Base Purchase Price to the Professional Fee Escrow Account, and does not itself define a Settlement Agreement or name the Onset Parties or ABL Secured Parties as recipients.
• Amounts on deposit in the DIP Escrow Account are distributable solely as, when, and to the Persons provided in, and in the priorities and manner set forth in, the Sale Order and the Settlement Agreement referenced therein; neither the Buyer nor any Debtor may direct any disbursement or withdrawal except as expressly authorized by the Sale Order and/or the DIP Order. Funds in the DIP Escrow Account are not property of the Buyer, are not subject to any Buyer setoff, recoupment, or counterclaim, and remain subject to the liens, claims, priorities, and protections of the DIP Order and Sale Order until disbursed.
• Except as expressly modified by the Sale Order, the DIP Order remains in full force and effect, and the rights, remedies, protections, obligations, and priorities of the DIP Lenders, the DIP Agent, and other parties thereunder are expressly preserved.

Marketing Process and Business Judgment

• The Court found that the Debtors and their advisors engaged in a robust marketing and sale process that was open, substantively and procedurally fair, non-collusive, and duly noticed, and that provided a fair and reasonable opportunity for any entity to bid or to object to the Sale Transaction.
• The Sale Process obtained the highest or otherwise best value for the Transferred Interests, and no other transaction was available or presented that would have yielded a higher economic or otherwise better result.
• The Debtors' determination that the Purchase Agreement constitutes the highest or otherwise best offer was a valid, sound, and reasonable exercise of business judgment consistent with their fiduciary duties, and the consideration constitutes reasonably equivalent value and fair consideration.
• The Court further found that the terms of the Purchase Agreement are fair and reasonable under the circumstances, and that neither the Debtors nor the Buyer entered into the Purchase Agreement or is consummating the Sale Transaction for the purpose or with the effect of hindering, delaying, or defrauding any creditor, or with any fraudulent or otherwise improper purpose.
• The Court further found that the Purchase Agreement and Sale Transaction do not constitute an impermissible sub rosa chapter 11 plan and neither impermissibly restructure creditor rights nor dictate a liquidating plan.

Good Faith Purchaser

• The Purchase Agreement and Sale Transaction were proposed, negotiated, and entered into without collusion or fraud, in good faith, and at arm's length, and the Buyer is a good faith purchaser entitled to the full protections of section 363(m) of the Bankruptcy Code.
• The good faith finding follows competent evidence at the Sale Hearing demonstrating, among other things, arm's-length negotiation, the Buyer's non-insider status, the absence of any prior relationship with the Debtors, and no collusion between the Buyer and any other bidder or party in interest.
• Reversal or modification of the Sale Order on appeal will not affect the validity of the sale unless the Sale Order is duly stayed pending appeal. The consideration may not be avoided under any fraudulent conveyance law or theory or under section 363(n).

Sale Free and Clear

• Upon Closing, the Transferred Interests vest in the Buyer free and clear of all Claims and Interests other than those expressly assumed by the Buyer or permitted to survive under the Purchase Agreement, one or more of the standards of sections 363(f)(1)–(f)(5) having been satisfied.
• Holders of Claims and Interests that did not object, or that withdrew objections, are deemed to have consented under section 363(f)(2); those that did object fall within one or more other subsections of section 363(f).
• Claims and Interests of the DIP Secured Parties attach to the sale proceeds in the order of their priority, with the same validity, force, extent, perfection, and effect they had against the Transferred Interests prior to entry of the Sale Order, subject to any rights, claims, and defenses of the Debtors and their estates.
• All persons — including debt and equity security holders, governmental tax and regulatory authorities, lenders, customers, vendors, current and former employees, litigation claimants, trade creditors, pension plans, multiemployer pension plans, and union benefit funds — are forever barred, estopped, and permanently enjoined from asserting or pursuing such Claims or Interests against the Buyer, its affiliates, successors, assigns, or the Transferred Interests.
• The free and clear provisions are self-executing. If a creditor fails to deliver termination statements, releases, or similar instruments before Closing, the Debtors and the Buyer are authorized to execute and file such documents on the creditor's behalf, and the Buyer may file termination statements and lien terminations in any required jurisdiction.
• All persons and entities in possession of any Transferred Interests as of or after the Closing Date are directed to surrender possession to the Buyer, and all persons are prohibited and enjoined from taking any action that would adversely affect or interfere with the transfer or with the Buyer's title to, possession, use, and enjoyment of the Transferred Interests. The Debtors agreed to use commercially reasonable efforts to assist in obtaining that surrender.
• The Sale Order binds and governs the acts of all filing agents, filing officers, title agents, recorders, registrars of deeds and of patents, trademarks, and other intellectual property, secretaries of state, and other Recording Officers, who are authorized and directed to accept the documents necessary to consummate the Sale Transaction and to strike recorded Claims and Interests against the Transferred Interests. A certified copy of the Sale Order may be filed or recorded and is deemed to be in recordable form.
• No "bulk sales," "bulk transfer," or similar laws of any state or other jurisdiction apply to the transactions authorized by the Sale Order.

Successor Liability

• The Buyer is not a successor in interest to the Debtors, has not merged or consolidated with the Debtors de facto or otherwise, is not a continuation or substantial continuation of the Debtors or any enterprise of the Debtors, and is not holding itself out to the public as a continuation of the Debtors.
• The Buyer will have no successor, transferee, derivative, vicarious, or assignee liability of any kind, including under any theory of foreign, federal, state, or local antitrust, environmental, successor, tax, ERISA, assignee or transferee liability, labor, product liability, employment, de facto merger, or substantial continuity law.
• Without limitation, the Buyer has no liability for claims arising under ERISA (including MPPAA withdrawal liability), CERCLA, any environmental laws, the WARN Act, or similar federal, state, or local labor, employment, environmental, or pension laws.
• Successor liability claims constitute "interests" in the Transferred Interests within the meaning of section 363(f) and are extinguished by the free and clear sale. The Buyer would not have acquired the Transferred Interests if it were liable on successor liability theories.

Closing and Closing Deliverables

• Closing will occur by telephone conference and electronic exchange of documents (or, if the Parties agree to a physical closing, at the offices of Katten Muchin Rosenman LLP, 50 Rockefeller Plaza, New York) at 9:00 a.m. New York City time on the second business day following satisfaction or written waiver of all Closing Conditions — other than those Closing Conditions that by their nature can only be satisfied at the Closing, which remain subject to satisfaction or waiver at that time — or at such other date, time, or place as the Parties agree in writing. All matters at the Closing are deemed to take place simultaneously, and the Closing is deemed effective as of 12:01 a.m. EDT on the Closing Date.
• Seller deliverables, each in the form attached to the Purchase Agreement and each to be signed by Shekhar Kumar, include a stock power and an instruction letter directing Walbro Japan to register the transfer of the Walbro Japan Equity Interests from Carter Carburetor to the Buyer in Walbro Japan's shareholders register; a resignation letter of Shekhar Kumar; a Share Transfer Document transferring the WEM Walbro FST Equity Interests from WEM to the Buyer; and a counterpart of the Assignment and Assumption Agreement.
• Buyer deliverables consist of the Debtor Closing Proceeds by wire transfer to the DIP Escrow Account, the remaining portion of the Base Purchase Price by wire transfer to the Professional Fee Escrow Account, and a counterpart to the Assignment and Assumption Agreement.
• Neither the Buyer nor the Debtors is obligated to close until all conditions precedent to their respective obligations have been met, satisfied, or waived in accordance with the Purchase Agreement.

Closing Conditions

• The obligations of the Buyer and the Sellers to consummate the transactions are subject to:
  • Entry of the Sale Order by the Bankruptcy Court, with such order not being subject to any stay;
  • Execution and delivery by each party of all documents described in Section 2.03 to which it is a party;
  • The other parties' representations and warranties being true and correct as of the Closing (other than those made as of a specific date), except for breaches or inaccuracies that would not reasonably be expected to have a Material Adverse Effect, disregarding any "material" or "Material Adverse Effect" qualifiers for purposes of the condition; and
  • Performance or compliance in all material respects with covenants required at or before Closing.
• Neither party may rely on the failure of a condition caused by its own failure to act in good faith or to use commercially reasonable efforts. Any condition not satisfied as of the Closing is deemed waived upon the occurrence of the Closing.

Representations, Warranties, and Survival

• The Sellers' representations are made as of the Closing Date only — there is no signing-date bring-down — and are limited to those expressly set forth in Article IV: formation, existence, and good standing of the Sellers and the Transferred Entities, capital structure of the Transferred Entities, authority and enforceability (subject to the Bankruptcy and Equity Exception), and the absence of Prohibited Cash Transactions by any Transferred Entity since April 30, 2026. The Sellers own their respective Transferred Interests free and clear of Liens, subject to enumerated exceptions, and make no representation regarding ownership, validity, or ability to convey any Subject Marks or the existence or location of stock certificates evidencing the Transferred Equity.
• All extracontractual representations are disclaimed. The Transferred Interests and the Business are transferred "as-is, where-is," and the Subject Marks (if any) are conveyed by quitclaim.
• Buyer representations include formation and authority, absence of restraints and compliance with law, no broker fees, completion of its own investigation, securities matters (acquiring the Transferred Equity for its own account, unregistered under the Securities Act), and financial ability to fund all Required Amounts at Closing.
• Except as set forth in Section 9.04 and Section 11.03(a), and except for covenants to be performed following the Closing, no representations, warranties, or covenants survive the Effective Time. Tax obligations under Article IX survive until the third anniversary of the Closing.

Pre-Closing Covenants

• During the Pre-Closing Period, and subject to the context of the Bankruptcy Cases and to enumerated exceptions — including any acts or omissions required to comply with the Overdrive Agreement, the sole item on the Interim Operations exhibit — the Sellers will use commercially reasonable efforts to operate the Business in the ordinary course, maintain the Transferred Assets in current condition subject to ordinary wear and tear, and preserve in all material respects the present business operations, organization, and goodwill of the Business, and will not cease, shut down, suspend, or discontinue operations of the Business or any material portion thereof.
• No Transferred Entity may engage in Prohibited Cash Transactions — cash pooling or sweep arrangements, intercompany loans or advances to any Seller or affiliate, or payments, distributions, dividends, or other cash transfers to any Seller or affiliate — without the Buyer's written consent, subject to carve-outs for distribution of any Foreign Counsel Retainer Amount and for payments into or out of Walbro Switzerland accounts not funded by operations of the Walbro Asia Business.
• The Sellers will afford the Buyer's Representatives reasonable access to the Business, properties, books and records, Transferred Assets, Transferred Entities, and personnel records, subject to customary carve-outs for legal restrictions, privilege, and confidentiality obligations. The Buyer may not conduct sampling or testing of soil, groundwater, air, or other environmental media without the Sellers' prior written consent.
• At or before Closing, the Sellers will arrange the termination, extinguishment, and/or release of all guarantees by any Transferred Entity of any Seller liability and any Lien on Transferred Assets or Transferred Entity equity arising in connection with any Seller liability.
• Prior to or concurrently with Closing, the Sellers will deliver the Kumar Resignation Letter and additional resignation letters to the applicable Transferred Entities, and will instruct Ruengrit Pooprasert to sign and issue notice of an extraordinary general meeting of shareholders of Walbro FST and Walbro Thailand.
• During the Pre-Closing Period, each Party will refrain from actions that would reasonably be expected to impair, delay, or impede the Closing, will use commercially reasonable efforts to cause all Closing Conditions to be met as promptly as practicable and in any event by the Outside Date, and will keep the other reasonably apprised of the status of the Transactions. These cooperation covenants are deemed satisfied for purposes of the Closing Conditions and give rise to no Seller liability unless the Buyer proves the Sellers' acts or omissions were made or omitted in bad faith.
• Before Closing, the Sellers may request the return of any excess retainer held by local counsel for a Transferred Entity and, if returned, distribute an equal amount to the Sellers, and may distribute cash proceeds out of any Walbro Switzerland account. No alteration may be made to the relationship between any Transferred Entity and Ruengrit Pooprasert, and no retainer or similar amount may be demanded back from him or any firm with which he is associated.
• Information provided to the Buyer remains subject to the Confidentiality Agreement between Walbro Japan and Husqvarna AB dated April 1, 2026, which terminates at Closing; if the Agreement is terminated without a Closing, its term is amended to one year from the date of termination.

Minority Shareholder Interests

• From the Agreement Date until three months following the Closing, WEM will use commercially reasonable efforts to cause the Walbro FST Minority Shareholders to transfer their equity in Walbro FST to the Buyer or its affiliates, and Carter Carburetor will use commercially reasonable efforts to cause the Walbro Thailand Minority Shareholders to transfer the Walbro Thailand Minority Equity Interests to Walbro Japan or its affiliates.
• Such transfers are made on an "as-is, where-is" basis without representation, warranty, or indemnity, and the Buyer has no claim against the Sellers or their affiliates with respect to them. Failure of any minority shareholder to transfer its interest, for any reason or no reason, gives rise to no Seller liability and is not a failure of any closing condition.
• From Closing until three months thereafter, the Sellers will use commercially reasonable efforts to cause Walbro FST and Walbro Thailand to deliver the original share register book, apply to register the change of directors, and deliver possession of the corporate seal to the Buyer.

Post-Closing Covenants

• The Buyer will afford the Sellers and their Representatives reasonable access to books, records, and personnel in respect of the Transferred Entities, the Business, and the Transferred Assets for reasonable business purposes, including preparing Tax Returns and administering the Bankruptcy Cases, subject to customary limitations for applicable law, privilege, and contractual confidentiality.
• The Sellers retain continued access to all Transferred Books and Records as reasonably necessary to administer the Bankruptcy Cases for the longer of any applicable statute of limitations and the period ending on the Wind-Up Date, and may retain copies. The Buyer must preserve original books and records for that same period and give at least 90 days' prior written notice before disposal, during which the Sellers may remove and retain records at their own cost.
• For three months following the Closing, the Parties will execute further conveyances, notices, assumptions, and releases and take reasonable actions to make the Transactions effective, with each Seller's obligations terminating on its Wind-Up Date, and with no obligation to pay money, commence an Action, or grant accommodations to third parties.
• For three months following the Closing, each Party will use commercially reasonable efforts to obtain all Government Approvals (other than approvals or actions of the Bankruptcy Court) and any Third Party Consents. No Seller is required to compensate any third party, commence or participate in any Action, or grant accommodations to obtain such approvals or consents, and no representation, warranty, or covenant is breached, and no condition deemed unsatisfied, based on a failure to obtain Third Party Consents.
• The Buyer will not, and will not permit its affiliates to, take any action — including any acquisition of a Person or assets — that would reasonably be expected to materially increase the risk of a Government Authority prohibiting the Transactions or otherwise delay consummation past the Outside Date. At either side's request, the Parties will enter into a customary joint defense or common interest agreement covering information shared under the access provisions.
• The Debtors are directed to cooperate with the Buyer in consummating the Sale Transaction and transferring the Transferred Interests; that obligation survives the Closing Date and binds any trustee, successor, liquidating trust, or other successor entity.

Tax Matters

• The Buyer will pay and discharge all Transfer Taxes imposed with respect to the Transactions, indemnify the Sellers against such Transfer Taxes, and reimburse the Sellers within five business days of receipt of evidence of filing for any Transfer Taxes paid by them. No consideration payable by the Buyer is reduced by any Transfer Tax; refunds or credits of VAT paid by the Buyer belong to the Buyer.
• Without the Sellers' written consent, neither the Buyer nor its affiliates may make or change tax elections, amend or refile Tax Returns, voluntarily approach a Taxing Authority, enter closing agreements, settle Tax claims, surrender refund rights, or extend or waive statutes of limitations with respect to any Pre-Closing Tax Period in a manner that could create a Tax liability for the Sellers or reduce amounts they would receive.
• Tax refunds or credits attributable to a Pre-Closing Tax Period are for the account of the Sellers, to be forwarded within 30 days of receipt (or reimbursed within 30 days of a credit being allowed or applied). These obligations terminate two years after the Closing Date, except that the obligation to pay the Sellers any amount received or credited with respect to a Qualified Tax Refund Request delivered before the second anniversary survives indefinitely.
  • No obligation arises to pay refunds, or to make a Qualifying Filing, where the aggregate amount is or is reasonably expected to be less than $50,000 (or foreign currency equivalent); refunds so retained are Retained De Minimis Tax Refunds.
  • The Buyer and the Transferred Entities may offset amounts otherwise due to the Sellers by Taxes paid after the Closing Date in respect of any Pre-Closing Tax Period, with the offset applying first against Retained De Minimis Tax Refunds.
• The Parties will furnish each other, at the requesting Party's sole cost, information and assistance reasonably necessary for filing Tax Returns, making permitted tax elections, and prosecuting or defending any audit, claim, or proceeding relating to Taxes, with the Sellers' cooperation obligations ceasing on the Wind-Up Date. The Sellers will promptly reimburse the Buyer or the applicable Transferred Entity for reasonable and documented expenses incurred in performing the tax refund obligations.
• The Parties will treat the taxable year of the Transferred Entities as ending on the day before the Closing Date for purposes of Sections 951 and 951A inclusions, with period-based allowances allocated by days. No election under Section 336 or Section 338 of the Code (or comparable state, local, or foreign provisions) will be made.

Bankruptcy Provisions and Alternative Transactions

• The Sellers agreed to seek entry of the Sale Order at a sale hearing scheduled as soon as the Bankruptcy Court was available. The Buyer agreed to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance, and not to file, join in, or support any motion or pleading relating to the sale without the Sellers' consent. Both parties will use reasonable efforts to defend any appeal of the Sale Order.
• The Sellers may modify the Sale Order following discussions with the U.S. Trustee, the Bankruptcy Court, creditors, or other parties in interest, provided any modifications are acceptable to the Buyer.
• The Buyer is not required to act as a "Back-Up Bidder" absent its consent, notwithstanding anything to the contrary in any Bankruptcy Court order.
• Upon entry of the Sale Order, the Sellers are subject to a no-shop covenant barring solicitation of, participation in discussions regarding, or entry into confidentiality agreements or information sharing in connection with any Alternative Transaction for the Transferred Assets. Separately, and running from execution of the Purchase Agreement rather than from entry of the Sale Order, the Sellers must promptly — and in any event within 24 hours — notify the Buyer of any Alternative Transaction proposal or offer received, or of any activity that would be prohibited by the no-shop, identifying the Person involved and the material terms, and must thereafter keep the Buyer reasonably informed of the status of any discussions or negotiations.

Releases

• As of the Closing, the Sellers, on behalf of themselves and their Subsidiaries, release the Transferred Entities and the Buyer Released Parties from all Released Claims and covenant not to assert any Action against them; the Buyer, on behalf of itself and its Subsidiaries, grants a reciprocal release to the Seller Released Parties.
• Released Claims are limited to rights, claims, and liabilities based on facts, circumstances, or occurrences existing at or prior to the Closing and arising solely in connection with the Bankruptcy Cases or the negotiation and documentation of the Purchase Agreement and the Transactions.
• The Buyer Released Parties do not include any of the Identified Defendants or any Immediate or Mediate Transferee of value provided by the Debtors to any Identified Defendant.
• Also as of the Closing, the Sellers and the Transferred Entities exchange mutual releases of all Intercompany Released Claims, which likewise exclude claims or causes of action against the Identified Defendants or any Immediate or Mediate Transferee.

Legal Representation and Privilege

• Each Party consents, on its own behalf and on behalf of its affiliates and representatives, to Weil, Gotshal & Manges LLP and Katten Muchin Rosenman LLP serving as counsel to the Sellers and to the Transferred Entities in connection with the Transactions, and to their continuing to represent any Seller or its affiliates or representatives after the Closing in any litigation, claim, or obligation arising out of the Transactions, waiving any conflict of interest arising from that prior representation.
• All attorney-client privileged communications between the Sellers (and their current or former affiliates and representatives) and their counsel, including Weil and Katten, made before the Closing remain privileged with that counsel after the Closing. Neither the Buyer nor any Person acting through it may seek to obtain them on the ground that the privilege belongs to the Buyer, the Transferred Entities, or the Business — other than in the case of potential willfully and knowingly committed fraud with the specific intent to deceive and mislead, reasonably determined on the advice of counsel.
• Weil, Gotshal & Manges LLP and Katten Muchin Rosenman LLP are express third-party beneficiaries of the legal representation provision.

Limitation on Liability and Remedies

• Except in the event of willfully and knowingly committed fraud with specific intent to deceive and mislead, the maximum aggregate liability of the Sellers under the Purchase Agreement is capped at $1.2 million.
• No Party is liable for consequential, special, incidental, indirect, or punitive damages, lost profits, diminution of value, or loss of business reputation or opportunity, though this does not limit a Party's right to recover contract damages resulting from a failure to close in breach of the Agreement.
• Remedies are cumulative, and each Party is entitled to injunctive relief and specific performance without posting bond or other indemnity, with each Party agreeing not to object to the availability of specific performance. Each Party expressly disclaims that it is owed any duty not set forth in the Purchase Agreement and waives and releases all tort claims and tort Actions based upon, arising out of, or relating to the Agreement or its negotiation, execution, or performance. Claims may be made only against the Contracting Parties; Nonparty Affiliates are released from liability and are third-party beneficiaries of that provision.
• No Party or its affiliates or representatives may issue a press release or public announcement, or communicate with news media, regarding the Transaction Agreements or the Transactions without the other Parties' prior written consent, not unreasonably withheld, except as required by applicable law or Bankruptcy Court order, in which case the disclosing Party will give advance notice and a reasonable opportunity to comment. Late payments accrue interest at the rate designated in Section 6621(a)(2) of the Code, compounded daily on a 365-day year, and settlement or compromise offers exchanged in connection with any Transaction Dispute are exempt from discovery and inadmissible in evidence.
• Each Party bears its own costs and expenses, including legal, consulting, financial advisor, and accounting fees, incurred in connection with the Transaction Agreements and the Transactions.

Termination

• The Purchase Agreement may be terminated before the Closing:
  • By mutual written consent of Principal Seller and the Buyer;
  • By either Principal Seller or the Buyer if the Closing has not occurred by the Outside Date of July 31, 2026, provided that a Party whose material breach caused the failure to close may not so terminate; or
  • By either Principal Seller or the Buyer if a Government Authority of competent jurisdiction issues a final, non-appealable Order permanently enjoining consummation of the purchase, provided that the right is unavailable to a Party whose action or failure to fulfill an obligation caused the Order.
• Upon termination, the Agreement becomes null and void other than the confidentiality, back-up bidder, effect-of-termination, and miscellaneous provisions, which survive. Termination does not release any Party from liability for knowing and intentional breach prior to termination or for willfully and knowingly committed fraud as determined by the Bankruptcy Court, nor impair any Party's right to compel specific performance. A Party electing to terminate must give written notice of termination to the other, and the Sellers expressly retain the right to seek any other remedies at law or in equity arising from a Buyer breach.

Governmental Units and United States Reservations

• As of the Closing Date, the Buyer is authorized, to the maximum extent permitted under applicable law, to operate under any license, permit, registration, or governmental authorization or approval of the Debtors — to the extent of the Debtors' right, title, and interest therein — with respect to the Transferred Interests, all of which are deemed and directed to be transferred to the Buyer.
• No governmental unit may deny, revoke, suspend, or refuse to renew any right, license, copyright, patent, trademark, or similar grant relating to operation of the Transferred Interests on account of the filing or pendency of the chapter 11 cases or consummation of the Sale Transaction, to the extent such action would violate section 525. All governmental units are bound by the free and clear provisions and permanently enjoined from acting against the Buyer based on pre-Closing Claims or Interests.
• Notwithstanding any contrary provision, and among other reservations, nothing in the Sale Order or the Purchase Agreement releases or enjoins enforcement of any police or regulatory power of, or liability owed to, the United States applicable to an entity as owner, lessor, lessee, or operator of property after entry of the Sale Order; affects the setoff or recoupment rights of the United States; confers exclusive jurisdiction on the Bankruptcy Court beyond 28 U.S.C. § 1334; authorizes the transfer of any Federal Interests without compliance by the Debtors and the Buyer with all applicable terms and notices; sets cure amounts or requires the United States to novate or consent to any transfer of Federal Interests; or expands the scope of 11 U.S.C. § 525.
• As to the United States, the provisions of the Sale Order and federal law govern in the event of any inconsistency with the Purchase Agreement.

Binding Effect and Amendments

• The Sale Order binds and inures to the benefit of the Debtors, their estates, all creditors and equity holders, the Creditors' Committee, holders of Claims or Interests, contract and lease counterparties, the Buyer and its affiliates, successors and assigns, and any subsequently appointed estate representative or fiduciary, and is enforceable against and not subject to rejection or avoidance by any chapter 7 or chapter 11 trustee, liquidating trustee, plan administrator, or other successor.
• The Sale Order may not be modified by any confirmed chapter 11 plan, and no subsequent order — including any dismissal, conversion, plan confirmation, or settlement approval order — may modify, amend, or affect its provisions, including the findings and protections afforded to the Buyer, without the Buyer's prior written consent.
• The Debtors and the Buyer may waive, modify, amend, or supplement the Purchase Agreement in writing without further Court order, provided there is no material adverse effect on the Debtors or their estates. Prior to the Closing Date, the Debtors must give the Ad Hoc Group at least one business day's advance written notice — unless the Ad Hoc Group waives the notice period — of all amendments, supplements, modifications, or waivers of the Purchase Agreement and any related agreements, documents, or instruments that materially and adversely affect the Ad Hoc Group. Modifications having a material adverse effect on the Debtors or their estates must be docketed, with parties in interest given five days to object; absent objection the modification is binding, and any objection is heard on an expedited basis.
• The Sale Order governs over any inconsistency with the Purchase Agreement and the Transaction Agreements; the Purchase Agreement governs over any inconsistency with the Transaction Agreements.
• The Purchase Agreement may be amended only by written agreement duly executed by the Buyer and the Sellers. Assignment requires the prior written consent of the other Parties, except that the Buyer may assign to any affiliate and the Sellers may assign to affiliates or to any plan administrator, liquidator, liquidating trust, wind-down vehicle, examiner, receiver, trustee, or similar party appointed on their behalf following the Closing; no assignment releases any Party from liability, and any attempted assignment in violation is void ab initio.

Notice

• The Court found that due, proper, timely, adequate, and sufficient notice was provided to all known interested parties, including the U.S. Trustee for the Southern District of Texas; holders of the 30 largest consolidated unsecured claims; the IRS; the U.S. Attorney's Office for the Southern District of Texas; Gibson, Dunn & Crutcher LLP as counsel to the Ad Hoc Group; Brown Rudnick LLP as counsel to the Creditors' Committee; Norton Rose Fulbright US LLP and Winston & Strawn LLP as counsel to Bank of America, N.A.; Morrison & Foerster LLP and Milbank LLP as co-counsel to Onset Financial, Inc. and Silver Point Capital, L.P. (together with any Silver Point managed funds, the "Onset Parties"); Herbert Smith Freehills Kramer LLP as counsel to Jefferies Finance LLC; ArentFox Schiff LLP as counsel to Wilmington Savings Fund Society, FSB; parties that expressed written interest in a Sale Transaction during the past 12 months; entities known to have asserted Claims or Interests; counsel to the Buyer; and any party requesting notice under Bankruptcy Rule 2002.
• The Notice of Sale Hearing was also served on all federal, state, and local regulatory or taxing authorities and recording offices reasonably known to have an interest. In connection with the Bidding Procedures Motion, the Debtors served the Initial Notice on the Sale Notice Parties and Regulatory Authorities on Jan. 13, 2026 and published it in the national edition of The New York Times on Jan. 26, 2026.
• The Debtors showed cause to shorten the time for notice of a proposed sale of estate property under Bankruptcy Rule 2002(a)(2); no further notice is required.

Prompt Consummation and Waiver of Stay

• The Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a), and the Court found no just reason for delay in its implementation.
• The provisions of Bankruptcy Rules 6004(h) and 6006(d) are waived, and the Sale Order is effective and enforceable immediately upon entry and is not stayed; the Seller Parties and the Buyer are authorized to close immediately upon entry.
• The Court found that the Sale Transaction must be approved and consummated promptly to maximize value for the estates and that time is of the essence.
• The Debtors may not take, or refrain from taking, any action that would interfere with or impede consummation of the Sale Transaction or the transfer of the Transferred Interests, and the automatic stay under section 362 is modified to the extent necessary to permit the Buyer to take actions necessary to effectuate the Sale Transaction and, following consummation, to preserve the Transferred Interests.

Governing Law and Jurisdiction

• The Purchase Agreement and any Transaction Dispute are governed by the internal laws of the State of Delaware, without regard to conflicts principles.
• The Bankruptcy Court retains exclusive jurisdiction to enforce the Purchase Agreement and decide any Transaction Dispute, with all related proceedings filed and maintained only in the Bankruptcy Court. Upon the closing of the Bankruptcy Cases, or if the Bankruptcy Court lacks subject matter jurisdiction, the Parties submit to the exclusive jurisdiction of the Delaware Court of Chancery (or, if it declines, any federal or state court sitting in Wilmington, Delaware).
• The Court retains exclusive jurisdiction to, among other things, enforce the Sale Order and the Purchase Agreement, hear disputes arising from the Sale Transaction, protect the Buyer and its affiliates and successors from extinguished claims or liabilities, prevent interference with the Buyer's title to or use and enjoyment of the Transferred Interests, and adjudicate claims against any person taking action inconsistent with the Sale Order.
• Each Party waives any right to trial by jury in respect of any Transaction Dispute.

Key Dates

• WEM Japan Payable Promissory Note: July 1, 2024
• Petition Dates: On or about Sept. 24, 2025 and Sept. 28, 2025
• Initial Notice Served on Sale Notice Parties and Regulatory Authorities: Jan. 13, 2026
• Initial Notice Published in The New York Times (national edition): Jan. 26, 2026
• Overdrive Agreement (source of Business Intellectual Property, Carter Carburetor Trademarks, and Identified Defendants definitions): March 9, 2026
• Start of Reimbursable Advisor and Counsel Fee Period (capped at $300,000): March 15, 2026
• Confidentiality Agreement (Walbro Japan / Husqvarna AB): April 1, 2026
• Reference Date for Walbro Intercompany Debt Balances: April 27, 2026 (Walbro Switzerland Debt as of May 9, 2026)
• Prohibited Cash Transactions Representation Lookback: April 30, 2026
• Purchase Agreement Date: July 15, 2026
• Sale Order Entered: July 27, 2026
• Outside Date: July 31, 2026
• Closing: 9:00 a.m. ET on the second business day following satisfaction or written waiver of all Closing Conditions
• Effective Time: 12:01 a.m. EDT on the Closing Date
• Tax Refund Obligations Terminate: Second anniversary of the Closing Date
• Article IX Tax Obligations Survive Until: Third anniversary of the Closing Date