Flipcause - Chapter 11 APA Summary

Asset Purchase Agreement Summary

Parties Involved

• Seller: Flipcause, Inc., a Delaware corporation and subscription-based software-as-a-service platform that provides tools for non-profits such as fundraising portals, payment processing, and administrative functions
• Purchaser: S4NP Corporation, a Delaware corporation, or one or more of its permitted designees under the APA
• Jeffrey T. Testa, the Chapter 11 Trustee appointed in this Case
• On December 19, 2025 (the Petition Date), Seller filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware
• The Purchaser is not a direct or indirect Affiliate, equity holder, director, manager, officer or related party of Seller (Section 4.1)
• The Asset Purchase Agreement was dated as of February 27, 2026

Assets Being Sold

• The Seller desires to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser desires to purchase and assume from the Seller certain assets and certain liabilities and obligations of the Seller, on the terms and subject to the conditions set forth in the Agreement and in accordance with sections 105, 363 and 365 of the Bankruptcy Code
• Equipment: All tangible personal property owned by Seller including machinery, furniture, fixtures, equipment, and other personal property owned, leased, licensed, used or held for use in the Business, including all trade fixtures, supplies, computers and other information technology equipment, applications, systems and motor vehicles
• Intellectual Property: All Company Owned Intellectual Property, including without limitation, all (i) Seller Names and Marks, and (ii) Patents, Copyrights and Trademarks and all other Intellectual Property, and all Company Used Intellectual Property and IP Agreements
• Contracts: All Executory Contracts assumed by Seller and assigned to the Purchaser pursuant to Section 5.11 (collectively, the Assumed Contracts)
• Authorizations: All Governmental Authorizations
• Correspondence: All correspondence with or to any Governmental Authority (including letters, minutes and official contact reports relating to any communications with any Governmental Authority), including (i) all regulatory submissions with respect to any product, and (ii) all original dossiers with respect to any Governmental Authorizations for any product
• Advertising Materials: All advertising, marketing, sale and promotional files and materials (including any television, radio and print content and materials), point of sale materials and website content (together with all source code, design notes and design documents associated therewith solely to the extent it is Company Owned Intellectual Property), including all Company Owned Intellectual Property therein
• Books and Records: All books, records, files and papers, client and customer lists, supplier and vendor lists, purchase orders, sales and purchase invoices, production reports, information and records, personnel and employment records, and financial and accounting records
• Proceeds: All proceeds relating to any and all bonds, letters of credit, guarantees or other security provided by Seller and any and all insurance (other than directors and officers insurance, and only to the extent that such proceeds relate to claims or potential claims arising from facts or circumstances existing or arising on or prior to the Closing Date which claims or potential claims have not been paid or resolved by Seller on or prior to the Closing Date), condemnation and similar proceeds
• Prepaid Expenses: All Prepaid Expenses, credits, advance payments, claims, security, deposits, charges, sums and fees (including any such item relating to the payment of Taxes (excluding prepaid insurance)) of the Seller to the extent solely related to the Purchased Assets or Assumed Liabilities
• Security Deposits: All security deposits, maintenance deposits, and any other deposits held by landlords, vendors, trade creditors or any other party, in each case related to the Purchased Assets (including the Assigned Real Property Leases)
• Acquired Causes of Action: All Claims, right or causes of action held by the Seller or its bankruptcy estate and any other Claims, rights, actions or causes of action whatsoever whether under bankruptcy or non-bankruptcy law (including, without limitation, any rights to credits, refunds, rebates, allowances, adjustments, setoffs, or recoupments and all claims and causes arising under Chapter 5 of the Bankruptcy Code or similar non-bankruptcy Law) solely to the extent that such Claims, rights, or causes of action are against any person or entity that is: (i) a counterparty to an Assumed Contract; or (ii) a Go-Forward Vendor
• Claims: All Claims, including rights, credits, rights in reserves, causes of action, defenses and rights of set-off of Seller or its bankruptcy estate to the extent solely related to the Purchased Assets or Assumed Liabilities, but specifically excluding the Excluded Claims and Causes of Actions
• Goodwill: All the goodwill of the Business including, without limitation, the right to own and use all trade names and all telephone and fax numbers used by the Business and all other intangible assets and rights necessary for the Purchaser to operate the Business as carried on by the Seller prior to the Closing Date
• Purchaser may, in its sole discretion, by written notice to Seller at any time prior to fourteen (14) days after Closing, remove any asset or category of assets from the Purchased Assets or any contract from the Assumed Contracts; provided, however, that Purchaser's election shall not reduce the Purchase Price

Excluded Assets

• Contracts: Each Contract that is not assumed by Seller and assigned to the Purchaser pursuant to Section 5.11 (each, an Excluded Contract)
• Receivables: All accounts receivable and other receivables (together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto), and all causes of action pertaining to the collection of the foregoing
• Tax Records: All Tax records and all other books, files, ledgers, tax, financial and accounting records and all other records of the Seller to the extent solely related to the Excluded Assets or Excluded Liabilities or as are required by applicable Law to be retained by the Seller
• Insurance: All insurance policies and all insurance claims and proceeds except those under Section 2.1(h)
• Prepaid Expenses: All Prepaid Expenses, deposits and retainers of Seller to the extent solely related to the Excluded Assets or Excluded Liabilities
• Excluded Claims and Causes of Action: All Claims, causes of action, and commercial tort claims (that are not among the Acquired Causes of Action), and any proceeds from insurance policies insuring against such Claims and causes of action, held by Seller or its bankruptcy estate (including any related rights of setoff or recoupment) against, inter alia, (i) Stripe, Inc. (the Excluded Stripe Claims); (ii) the Seller's current or former management, employees, or insiders of the Seller; (iii) Grande Avenue Investments LP; and (iv) any claims against Seller or any Affiliate thereof or any Service Provider. For the avoidance of doubt the Excluded Stripe Claims shall include all Claims and causes of action arising under Chapter 5 of the Bankruptcy Code or similar non-bankruptcy Law and any other Claims, rights, actions or causes of action whatsoever whether under bankruptcy or non-bankruptcy law regardless of whether Stripe, Inc. is a Go-Forward Vendor or contract counterparty
• Accounts and Deposits: All cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items
• Utility and Energy Services: All Claims for payments and credits for payments in respect of utilities and energy services
• Tax Refunds: All rights to refunds, rebates, credits or similar benefits relating to Taxes and other governmental charges of whatever nature attributable to any period (or portions of a Straddle Period) of time (or portion thereof) ending on or prior to the Closing Date
• Capital Stock: All shares of capital stock or other equity interests in Seller or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interests in Seller
• This Agreement: All of the Seller's rights under this Agreement and all agreements ancillary to this Agreement (including payments comprising part of the Purchase Price)
• Specified Excluded Assets: All other Assets that are specifically identified as Excluded Assets on Schedule 2.2(l)

Purchase Price

• The purchase price for the Purchased Assets shall be $2,400,000.00 cash, via wire transfer of immediately available funds
• The Purchase Price shall be increased by the Retained Client Revenue Adjustment
• The Retained Client Revenue Adjustment shall be calculated and paid by Purchaser to Seller in installments for each successive thirty (30) calendar day period during the Stabilization Period (each, a Measurement Period), with each such installment reflecting the Retained Client Revenue Adjustment attributable to the applicable Measurement Period
• Each installment payment shall be due and payable on the tenth (10th) Business Day following the expiration of the applicable Measurement Period
• Retained WebPack Client Revenue Adjustment means 50% of the Retained WebPack Client Revenue
• Retained Non-WebPack Client Revenue Adjustment means 70% of the Retained Non-WebPack Client Revenue
• Retained WebPack Client Revenue means, with respect to any Measurement Period during the Stabilization Period, the total aggregate subscription-based revenue collected by the Purchaser from the Retained WebPack Clients during such Measurement Period
• Retained Non-WebPack Client Revenue means, with respect to any Measurement Period during the Stabilization Period, the total aggregate subscription-based revenue collected by the Purchaser from the Retained Non-WebPack Clients during such Measurement Period
• The consideration the Purchaser will pay under the APA (i) constitutes fair and reasonable consideration for the Purchased Assets; (ii) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act and other laws of the United States, any state, territory, possession thereof or the District of Columbia, and (ii) satisfies the requirements of the entire fairness standard under applicable law
• No other person or entity or group of entities has offered to purchase the Assets for greater value to the Debtor's estate than the Purchaser

Assumed Liabilities

• Contractual Liabilities: All Liabilities arising after the Closing under the Assumed Contracts, the Leased Real Property, and the Governmental Authorizations included in the Purchased Assets that were incurred from the conduct of the Business by the Purchaser following the Closing (other than Liabilities attributable to any failure by Seller to comply with the terms thereof or to the extent attributable to any conduct of Seller with respect to any event or condition first occurring prior to the Closing, in each case to the extent not otherwise an Assumed Liability set forth below)
• Cure Amounts: All Cure Amounts required to cure defaults under the Assumed Contracts that have not been paid prior to Closing (the Assumed Cure Amounts), but not any Executory Contracts rejected or not assumed by Purchaser
• Employee Benefits and Labor: Any Liabilities relating to or in connection with any Transferred Employees arising in connection with their relationship with the Purchaser after the Closing
• Proration Items and Transfer Taxes: All Transfer Taxes and all Proration Items to the extent such Transfer Taxes and Proration Items have not been paid prior to Closing, or will not be paid by Seller pursuant to such Sections

Excluded Liabilities

• Operating Liabilities: All (i) Liabilities which are not Assumed Liabilities, including but not limited to any claims under Sections 503 and 507 of the Bankruptcy Code, and (ii) Liabilities which are not Assumed Liabilities to the extent relating to claims (including claims instituted after the Closing), events or conditions arising out of or relating in any way to the conduct or operation of the Business or the ownership of the Purchased Assets prior to the Closing
• Taxes: Any Liability for (i) Taxes of Seller, (ii) Taxes attributable to the Business or the Purchased Assets for any period of time (or portion thereof) ending prior to the Closing Date, (iii) all Taxes borne by Seller pursuant to Section 9.1 and Section 9.2 to the extent that such Taxes have not been paid prior to Closing, or will not be paid by Purchaser pursuant to such Sections
• Costs: All Liabilities of the Seller for fees, costs and expenses incurred in connection with the Chapter 11 Case or negotiating, preparing, closing and carrying out this Agreement and the transactions contemplated hereby, including (i) the fees and expenses of attorneys, investment bankers, finders, brokers, accountants and consultants and (ii) any fees, costs and expenses or payments related to any transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments made to any Employee (including the employer portion of any pre-Closing payroll, social security, unemployment or similar Taxes), unless otherwise agreed to by Purchaser
• Litigation Claims: Any litigation claims and any other Liabilities arising from any Proceeding (i) arising prior to the Closing, including any tort claims, breach of contract claims, employment claims and discrimination claims, or (ii) to the extent relating to events or conditions arising out of or relating in any way to the conduct of the Business or the ownership of the Purchased Assets prior to the Closing even if instituted after the Closing
• Penalties, Fines and Settlements: All penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by Seller of any Law prior to the Closing
• Environmental: Any Liabilities arising in connection with or in any way relating to (x) Seller (or any predecessor or any prior owner of all or part of its business and assets), (y) any property now or previously owned, leased or operated by Seller, or (z) the Purchased Assets or any activities or operations occurring or conducted at any real property used or held for use by Seller (including offsite disposal), in each case which arise (i) under or relate to any Environmental Law and (ii) from actions occurring or conditions existing on or prior to the Closing Date
• Excluded Assets: Any Liability arising out of or related to any Excluded Asset
• Indebtedness: Any Liability in respect of any indebtedness for borrowed money of Seller or any of its predecessors
• Employee Benefits and Labor: Except as otherwise provided for under this Agreement, any Liabilities of Seller relating to or arising out of an Employee Plan and any Liabilities relating to (i) any Transferred Employees arising on or prior to the Closing Date, or (ii) any current or former Service Providers who are not Transferred Employees
• Non-Transferred Employees: Any Liabilities relating to or in connection with any Service Providers who are not Transferred Employees
• Incidents and Events: All Liabilities and obligations arising out of, relating to or in connection with incidents or events occurring prior to the Closing by any Person employed by, or acting as an independent contractor on the property of or on behalf of, the Seller for payment, claims or benefits under workers' compensation Laws or any other Law

Deposit

• Purchaser Deposit: Purchaser previously has deposited into a trust account established by counsel to the Trustee an amount in cash equal to $150,000.00 (the Purchaser Deposit Amount)
• If the Closing shall occur, then the Purchaser Deposit Amount, together with all accrued interest and investment income thereon, shall be applied towards the cash portion of the Purchase Price payable by Purchaser
• If this Agreement is terminated by Seller pursuant to Section 7.1(a)(iii), then the Purchaser Deposit Amount, together with all accrued interest and investment income thereon, shall be retained by Seller as liquidated damages
• If this Agreement is terminated for any reason, other than by Seller pursuant to Section 7.1(a)(ii), then the Purchaser Deposit Amount, together with all accrued interest and investment income thereon, shall be returned to Purchaser

Bid Protections

• The reviewed source (the Sale Order and the APA) contains no break-up fee, termination fee, or expense-reimbursement provision, and no reference to a Stalking Horse Bidder or a Reimbursable Expenses Amount. Any such bid protections would be set forth in the Bid Procedures Order (D.I. 235), which is not part of the reviewed source; that order must be consulted to confirm whether any bid protections (and any dollar caps) exist before stating them.

Assumption and Assignment

• Schedule 3.5 of the Seller Disclosure Schedule (i.e., the Contract & Cure Schedule) sets forth a list of all Contracts to which Seller is a party and the Assumed Cure Amounts for each such Contract
• Schedule 5.11(a) (the Assumed Contract Schedule) sets forth a list of all Executory Contracts that the Purchaser has advised the Seller it wants the Seller to assume and assign to the Purchaser under section 365 of the Bankruptcy Code and in accordance with Section 5.11(b), which the Purchaser will provide to the Seller no later than the bid deadline for competing bids as set forth in the Bid Procedures Order
• Upon the Purchaser's delivery of the Assumed Contract Schedule to Seller, the Seller shall expeditiously file a motion with the Court to reject any and all Executory Contracts that are not included in the Assumed Contract Schedule, effective as of February 28, 2026
• At any time prior to the Closing, the Purchaser, in its sole and absolute discretion, may amend the Assumed Contract Schedule to remove any Executory Contract in accordance with the conditions concerning notice and service to contract counterparties set forth in the Bid Procedures and Bid Procedures Order
• Unless the Bankruptcy Court orders otherwise, each Executory Contract included on the Assumed Contract Schedule will be deemed to have been assigned to the Purchaser and become an Assumed Contract on the date (the Assumption Effective Date) that is the later of: (i) the Closing Date, or (ii) contemporaneously with the resolution of any objections to the assumption and assignment of such Executory Contract or to a proposed Cure Amount
• Each Executory Contract that is listed on Schedule 1.8 of the Seller Disclosure Schedule, but not the Assumed Contract Schedule, will be rejected by the applicable Seller, subject to approval by the Bankruptcy Court
• The Seller and the Purchaser will comply with the procedures set forth in the Assumption Procedures and the Bid Procedures Order with respect to the assumption and assignment or rejection of any Executory Contract
• If prior to the Closing, it is discovered that a Contract should have been listed on Schedule 3.5 of the Seller Disclosure Schedule but was not so listed (any such Contract, a Previously Omitted Contract), the Seller shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereof), notify the Purchaser in writing of such Previously Omitted Contract and provide the Purchaser with a copy of such Previously Omitted Contract and the Cure Amount (if any) in respect thereof
• The Purchaser shall thereafter deliver written notice to the Seller, no later than five (5) Business Days following such notice of such Previously Omitted Contract from the Seller, if the Purchaser elects to so include such Previously Omitted Contract on the Assumed Contract Schedule
• If the Purchaser includes a Previously Omitted Contract on the Assumed Contract Schedule, the applicable Seller shall file and serve a notice on the contract counterparties to such Previously Omitted Contract notifying such counterparties of Seller's intention to assume and assign to the Purchaser such Previously Omitted Contract, including the proposed Cure Amount (if any)
• Such notice shall provide such contract counterparties with ten (10) Business Days to object, in writing, to Seller and the Purchaser to the assumption of its Contract
• The Purchaser shall pay the Assumed Cure Amounts as set forth on the Contract & Cure Schedule (or as otherwise fixed by the Bankruptcy Court) for the Assumed Contracts set forth on the final Assumed Contract Schedule
• The deadline to file an objection to the proposed assumption, assignment, or transfer of an Assigned Contract (including any proposed Cure Costs and the sufficiency of the adequate assurance of future performance provided) has expired and to the extent any party to an Assigned Contract timely filed a Cure Objection, all such Assigned Contract Objections have been resolved, withdrawn, overruled, or continued to a later hearing by agreement of the parties
• To the extent that any party to an Assigned Contract did not timely file a Cure Objection by March 12, 2026, such party shall be deemed to have consented to (i) the assumption, assignment and sale of the Assigned Contract in connection with the Sale (including any adequate assurance with respect thereto) and (ii) the proposed Cure Cost set forth on the Assumption Notice
• Contracts listed on Contract & Cure Schedule include:
  • Weebly (Cure Amount: blank)
  • Numeracle (Cure Amount: $17,845.50)
  • One additional contract (Cure Amount: $3,437.50)

Sale Free and Clear & Successor Liability

• The Seller will sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Seller's right, title and interest in and to all of the properties and assets of Seller, regardless of whether they are identified on a schedule attached hereto, held or used in or arising from the conduct of the Business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, known or unknown (other than the Excluded Assets), free and clear of all Liens and Claims other than the Assumed Liabilities
• The Purchased Assets constitute property of the Debtor's estate within the meaning of section 541(a) of the Bankruptcy Code
• The Debtor may sell the Purchased Assets free and clear of all Interests (other than any Assumed Liabilities expressly assumed under, or expressly permitted by, the APA or this Order), because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied
• Any holders of Interests in the Purchased Assets could be compelled in a legal or equitable proceeding to accept money in satisfaction of such Interest pursuant to section 363(f)(5) or fall within one or more of the other subsections of section 363(f) and, therefore, are adequately protected by having their Interests in the Purchased Assets attach solely to the proceeds of the Sale ultimately attributable to the sale of the property on which such holders have an Interest, in the same order of priority, and with the same validity, force and effect that such Interests had immediately prior to the consummation of the Sale, subject to any rights, claims or defenses of the Trustee and the Debtor's estate
• Any Interest holders that did not object, or that withdrew their objections, to the Sale, are deemed to have consented to the Sale of the Purchased Assets free and clear of their respective Interests in the Purchased Assets pursuant to section 363(f)(2) of the Bankruptcy Code
• Notwithstanding the foregoing, (i) the liens and Interests of Grand Avenue Investments L.P shall attach to the net proceeds of the sale in the same order of priority, with the same validity, force, and effect that such liens Interests had prior to the Sale, subject to any rights, claims or defenses of the Trustee and the Debtor's estate; and (ii) such proceeds will not be distributed by the Trustee (a) without a further order of the Court, on notice to Grand Avenue and other parties entitled to receive notice, or (b) unless by written agreement between the Trustee and Grand Avenue upon notice and opportunity to object of the Official Committee of Unsecured Creditors
• The sale and transfer of the Purchased Assets to the Purchaser will vest the Purchaser with all right, title and interest of the Debtor and its estate in and to the Assigned Contracts and the Purchased Assets free and clear of any and all Interests incurred or arising prior to the Closing of any person or entity (other than any Assumed Liabilities expressly assumed under, or expressly permitted by, the APA or this Order), pursuant to section 363(f) of the Bankruptcy Code
• By consummating the Sale pursuant to the APA, the Purchaser is not a mere continuation of the Debtor, the Debtor's estate, or any enterprise(s) of the Debtor, and there is no common identity between the Purchaser and the Debtor
• The Purchaser is not, and is not holding itself out as, a continuation of the Debtor
• The Purchaser is not a successor to the Debtor or the Debtor's estate by reason of any theory of law or equity, and the Sale does not amount to a consolidation, merger or de facto merger of the Purchaser and the Debtor or the Debtor's estate
• Neither the Purchaser nor any Purchaser Related Person shall assume or in any way be responsible for any obligation or Liability of the Debtor (or any affiliate or predecessor of the Debtor) or the Debtor's estate, except as expressly provided in the APA
• The sale and transfer of the Purchased Assets to the Purchaser, including the assumption by the Debtor's estate and assignment, transfer and/or sale to the Purchaser of any of the Assigned Contracts, will not subject the Purchaser and the Purchaser Related Persons to any Liability with respect to the operation of the Debtor's (or the Debtor's predecessors') business prior to the Closing or by reason of such transfer
• The Purchaser Related Persons shall not be liable for any Lien or Liability against the Debtor, or any of their predecessors or affiliates, and the Purchaser Related Persons shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of the Debtor arising or attributable to periods prior to the Closing Date
• The Purchaser would not have acquired the Purchased Assets but for the foregoing protections against potential claims based upon successor liability, de facto merger, or theories of similar effect

Post-Closing Arrangements

• For a period equal to the greater of: (i) twelve (12) months after the Closing Date; and (ii) the closing of the Chapter 11 Case by the Bankruptcy Court (the Post-Closing Access and Cooperation Period) the Purchaser shall preserve and retain, all corporate, accounting, legal, auditing, human resources and other books and records in its possession that are Purchased Assets (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations) relating to the operation of Business and the Purchased Assets prior to the Closing Date
• During the Post-Closing Access and Cooperation Period, subject to existing confidentiality agreements and upon reasonable advance notice from the Seller (or its designee or successor), the Purchaser shall afford promptly, at no cost to Seller, to the Seller and its representatives (or its designee or successors, which may include the trustee of a liquidating trust) reasonable access during normal business hours with a representative of Purchase present, to the offices, facilities, books, records, officers and employees of the Business as reasonably requested by the Seller for the purpose of winding-up its affairs and finalizing the administration of the Chapter 11 Case or in furtherance of the purposes set forth herein
• During the Post-Closing Access and Cooperation Period, the Purchaser shall permit former employees of the Seller to cooperate with the Seller (or, its designee or successors) after the Closing, in furnishing information, testimony and other reasonable assistance with respect to the Business or Purchased Assets for periods prior to the Closing Date in connection with any action or proceeding relating to the Chapter 11 Case or in furtherance of the purposes set forth herein
• From and after the Closing, the Purchaser may, at its sole and absolute discretion and at its sole expense, request for the Seller to maintain in effect any Excluded Contract for up to three (3) months after the Closing (subject to the prior the entry by the Bankruptcy Court of an order confirming a Chapter 11 plan or dismissing all of the Chapter 11 Case), for the purposes of passing through the benefits of such Excluded Contract to the Purchaser
• From and after the date hereof, and for up to three (3) months after the Closing (subject to the prior the entry by the Bankruptcy Court of an order confirming a Chapter 11 plan or dismissing all of the Chapter 11 Case) and, subject to the Seller having appropriate levels of resources and personnel after the Closing, the Seller, at the sole expense of the Purchaser, shall reasonably cooperate to transfer to Purchaser as of the Closing (or as soon as reasonably practicable thereafter) all Governmental Authorizations included in the Purchased Assets
• Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d), 7062 or any applicable provisions of the Local Rules, this Order shall not be stayed and shall be effective and enforceable immediately upon entry
• Time is of the essence to implement the APA and consummate the Sale
• The Sale must be approved and consummated promptly in order to preserve the value of the Purchased Assets and to maximize the value to the Debtor, its estate, its creditors and all other parties in interest and to ensure the Debtor's compliance with its obligations under any post-petition financing agreements
• The Trustee has demonstrated compelling circumstances and sound business justifications for the immediate approval and consummation of the Sale as contemplated by the APA

Good Faith Purchaser

• The Trustee, the Purchaser and their respective counsel and other advisors have negotiated and entered into the APA and each of the transactions contemplated thereby in good faith, without collusion and from arm's-length bargaining positions
• The Purchaser is a good faith purchaser and is acting in good faith within the meaning of section 363(m) of the Bankruptcy Code, and, as such, is entitled to all of the protections afforded thereby
• The Trustee was free to deal with any other party interested in acquiring all or some of the Purchased Assets
• Neither the Trustee nor the Purchaser have engaged in any conduct that would cause or permit the Sale, the APA or any of the transactions contemplated thereby to be avoided or subject to monetary damages under section 363(n) of the Bankruptcy Code, or that would prevent the application of sections 363(m) of the Bankruptcy Code
• Neither the Purchaser nor the Purchaser Related Persons have violated section 363(n) of the Bankruptcy Code by any action or inaction
• The Purchaser has not acted in a collusive manner with any person or entity
• All payments to be made by the Purchaser and all agreements entered into by the Purchaser and the Trustee under the APA in connection with the Sale have been disclosed and are appropriate
• The consummation of the Sale is legal, valid and properly authorized under all applicable provisions of the Bankruptcy Code, including sections 105(a), 363(b), 363(f), 363(k), 363(m), 365(b) and 365(f) and all of the applicable requirements of such sections have been complied with in all respects in connection with the Sale

Business Justification

• The Trustee has demonstrated good, sufficient and sound business purposes and justifications for approval of the Sale
• The Trustee's entry into the APA on behalf of the Debtor and any ancillary agreements thereto (i) are the result of due deliberation by the Trustee and constitutes a sound and reasonable exercise of the Trustee's business judgment and a proper exercise of the fiduciary duties of the Trustee; (ii) provide value and are beneficial to the Debtor's estate, and are in the best interests of the Debtor, its estate and its stakeholders; and (iii) are reasonable and appropriate under the circumstances
• The Sale represents the highest or best offer received for the Purchased Assets and the best opportunity to maximize the value of the Purchased Assets
• The Trustee conducted an open and fair sale process in compliance with the Bidding Procedures Order
• The sale process was non-collusive, substantively and procedurally fair to all parties, was the result of arm's-length negotiations, and was reviewed and approved through appropriate corporate governance processes
• The Trustee: (i) afforded interested potential purchasers a full, fair, and reasonable opportunity to qualify as bidders and submit their highest or otherwise best offer to purchase the Debtor's Assets, (ii) provided potential purchasers sufficient information to enable them to make an informed judgment on whether to bid on the Assets, (iii) considered all bids submitted, and (iv) determined, in his reasonable business judgment, in a manner consistent with his fiduciary duties, that the APA represented the highest or otherwise best bid for the Purchased Assets
• Based upon the circumstances and record of this Case, all creditors and other parties in interest and all prospective purchasers have been afforded a reasonable and fair opportunity to bid for the Purchased Assets

Employees

• On or before the Closing, the Purchaser, in its sole and absolute discretion, may extend a written offer of at will employment to the employees listed in a schedule to be provided to the Seller, and who are not on long-term disability or other long-term (in excess of six (6) months) leave of absence as of immediately prior to the Closing Date (collectively, the Employees)
• Effective as of the Closing Date, the Purchaser in its sole and absolute discretion may hire each Employee who timely accepts an offer of employment extended by the Purchaser (such Employees, the Transferred Employees)
• Schedule 3.9 contains a list of all persons who are Employees or independent contractors (specifically including all essential technical contractors) of Seller as of the date hereof, including any Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base salary or hourly wage rate and (v) current commission, bonus or other incentive-based compensation targets
• Seller is not, and has not in the past three (3) years been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization, and there is not, and has not in the past three (3) years been, any Union representing or purporting to represent any employee of Seller
• There has not in the past three (3) years been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar material labor disruption or dispute affecting Seller or any employees of Seller servicing the Business
• Seller has no duty to bargain with any Union

Closing Conditions

• Accuracy of Representations and Warranties: The representations and warranties of the Seller in Article 3 shall be true and correct in all material respects as of the Closing, other than representations and warranties which are qualified by materiality or similar qualifications, which shall be true and correct in all respects as of the Closing
• Performance of Covenants: All of the covenants and obligations that the Seller is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects
• No Action: There must not be in effect any Law or Judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement
• Bid Procedures Order: The Bid Procedures Order must be a Final Order
• Sale Order: The Sale Order must be in form and substance reasonably acceptable to the Purchaser and must be a Final Order
• Closing Deliverables: The Seller must have delivered or caused to be delivered each deliverable and document under Section 2.10(a)
• Closing Date Statement: The number of WebPack Clients on the Closing Date Statement must not be less than the WebPack Client Closing Threshold (1,250 WebPack Clients)
• Performance Requirements: The Seller must satisfy the following performance requirements:
  • Restoration of Subscriber Billing Functionality: The Seller must demonstrate the technical capability to migrate all subscription metadata and PCI-compliant tokens free and clear to the Purchaser's controlled environment. Satisfaction of this requirement shall be subject to a successful dry-run migration of a sample set of non-Personal Data to ensure minimal disruption to recurring revenue
  • Disclosure of Withheld Funds and Transactional Audit: The Seller shall provide a (i) comprehensive schedule of all donor funds currently withheld, reserved or frozen by Stripe, and (ii) total gross donation volume processed via Stripe in calendar year 2025 specifically associated with the WebPack Clients and Non-WebPack Clients listed on the Closing Statement

Termination Rights

• By mutual consent of the Purchaser and the Seller
• By the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement), if there has been a breach of any of the Seller's representations, warranties or covenants contained in this Agreement which would result in the failure of the condition set forth in Section 6.1(a) or Section 6.1(b), as applicable, to be satisfied, and which breach has not been cured within twenty (20) days after written notice of such breach has been delivered to the Seller from the Purchaser or cannot be cured by the Outside Date
• By the Seller (so long as the Seller is not then in material breach of any of its representations, warranties or covenants contained in this Agreement), if there has been a breach of any of the Purchaser's representations, warranties or covenants contained in this Agreement which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), as applicable, to be satisfied, and which breach has not been cured within twenty (20) days after written notice of such breach has been delivered to the Purchaser from the Seller or cannot be cured by the Outside Date
• By either the Purchaser or the Seller, if there is in effect a nonappealable Final Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement
• By Purchaser, if any secured creditor of Seller obtains relief from the stay to foreclose on or enforce its rights against any material portion of the Purchased Assets
• By the Purchaser if (a) any Chapter 11 Case is dismissed or converted into a case under chapter 7 of the Bankruptcy Code or (b) an examiner with expanded powers or trustee is appointed in any Chapter 11 Case
• Within five (5) Business Days of the receipt by the Purchaser of a supplement or amendment to the Seller Disclosure Schedule in accordance with Section 5.5 if such supplement or amendment is necessary for the Seller to be able to satisfy the condition precedent to Closing in Section 6.1(a)
• By the Purchaser if the Closing on the sale to the Purchaser does not occur by the Outside Date (as promptly as possible, but in no event later than fifteen (15) days after entry of the Sale Order)
• By the Trustee on behalf of the Seller, in the exercise of his fiduciary duties in accordance with Section 5.10(b) hereof and the Bid Procedures Order
• This Agreement shall terminate automatically in the event that (i) an Alternative Transaction has been consummated following approval by the Bankruptcy Court, or (ii) the Purchaser is not chosen at the Auction, if any, to be the Successful Bidder

Critical Vendor Contacts

• The Seller and the Trustee shall use all commercially reasonable efforts to promptly introduce the Purchaser and its representatives to the Seller's contacts at Transec, Avion, Stripe, and any other vendor, service provider, payment facilitator or other Third Party with whom the Purchaser determines, in its reasonable discretion, it needs to communicate prior to the Closing in order to be able to operate the Business following the Closing (each, a Critical Vendor Contact)
• Such introductions shall include, without limitation, providing contact information, making email introductions and a request for a meeting (whether in person, by telephone or by videoconference) and, to the extent reasonably requested by the Purchaser, participating in initial discussions between the Purchaser and any such Critical Vendor Contact
• The Seller and the Trustee shall cooperate with the Purchaser in providing any information, documentation or authorizations reasonably necessary to facilitate such introductions and communications; provided, that the Purchaser shall treat any Confidential Information obtained through such introductions in accordance with Section 5.6 of this Agreement
• The Purchaser shall provide the Seller with reasonable advance notice identifying the Critical Vendor Contacts with whom the Purchaser seeks introductions, and the Seller and the Trustee shall use commercially reasonable efforts to arrange such introductions within five (5) Business Days of receipt of such notice; provided, however, that Seller and the Trustee shall endeavor to make such introductions and request initial meetings with Transec, Avion, and Stripe within seven (7) Business Days of the date of this Agreement

WebPack Clients

• WebPack Clients means collectively, the WebPack Shadow Clients and the WebPack Visible Clients
• WebPack Client Closing Threshold means 1,250 WebPack Clients
• WebPack Shadow Clients means all current clients of Seller that (i) utilize the Flipcause Website Package, including website management and hosting, donations and payments, events and registration, text-to-give, peer-to-peer fundraising, crowdfunding, online store, sponsorships, integrated tools and ongoing support, and (ii) as of the Closing Date, have elected not to cancel the Services Agreement and the Renewal Period is to occur between September and November 2026
• WebPack Visible Annual Clients means all current clients of Seller that (i) utilize the Flipcause Website Package, including website management and hosting, donations and payments, events and registration, text-to-give, peer-to-peer fundraising, crowdfunding, online store, sponsorships, integrated tools and ongoing support, (ii) pay an annual subscription for the Flipcause Website Package, and (iii) as of the Closing Date, have elected not to cancel the Services Agreement and the Renewal Period has lapsed
• WebPack Visible Quarterly Clients means all current clients of Seller that (i) utilize the Flipcause Website Package, including website management and hosting, donations and payments, events and registration, text-to-give, peer-to-peer fundraising, crowdfunding, online store, sponsorships, integrated tools and ongoing support, (ii) pay a quarterly subscription for the Flipcause Website Package, and (iii) as of the Closing Date, have elected not to cancel the Services Agreement and the Renewal Period has lapsed
• WebPack Visible Monthly Clients means all current clients of Seller that (i) utilize the Flipcause Website Package, including website management and hosting, donations and payments, events and registration, text-to-give, peer-to-peer fundraising, crowdfunding, online store, sponsorships, integrated tools and ongoing support, (ii) pay a monthly subscription for the Flipcause Website Package, and (iii) as of the Closing Date, have elected not to cancel the Services Agreement and the Renewal Period has lapsed
• WebPack Visible Clients means collectively, the WebPack Visible Annual Clients, the WebPack Visible Quarterly Clients and the WebPack Visible Monthly Clients
• Flipcause Website Package means the suite of services offered by Seller to its subscription billed customers, including, but not limited to, website management and hosting, donations and payments, events and registration, text-to-give, peer-to-peer fundraising, crowdfunding, online store, sponsorships, integrated tools and ongoing support
• Closing Date Statement means, a statement setting forth, as of the Closing Date, (i) the WebPack Shadow Clients, (ii) the WebPack Visible Clients, and (iii) the Non-WebPack Clients; provided, however, under no circumstances shall the number of WebPack Clients be less than the WebPack Client Closing Threshold
• RetainedWebPack Client means any WebPack Client listed on the Closing Date Statement who generated any subscription-based revenue for Purchaser during the Stabilization Period
• Stabilization Date means the date that is 180 calendar days after the Closing Date
• Stabilization Period means the period of time between the Closing Date and the Stabilization Date

Key Dates

• Petition Date: December 19, 2025
• Asset Purchase Agreement Date: February 27, 2026
• Bidding Procedures Order Entry: February 5, 2026
• Sale Hearing: March 19, 2026
• Cure Objection Deadline: March 12, 2026
• Assumed Contract Schedule Deadline: No later than the bid deadline for competing bids as set forth in the Bid Procedures Order
• Executory Contract Rejection Effective Date: February 28, 2026
• Outside Closing Date: As promptly as possible, but in no event later than fifteen (15) days after entry of the Sale Order
• Allocation Statement Delivery: No less than forty-five (45) days after the Closing Date
• Stabilization Period: 180 calendar days after the Closing Date