FLOAT Alaska LLC, et al. - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sellers: FLOAT Alaska LLC, Corvus Alaska Holdings Inc., FLOAT Alaska Holdings LLC, FLOAT Alaska IP LLC, New Pacific Airlines, Inc., FlyCoin, Inc., and FLOAT Shuttle Inc.
• The Debtors reserve the right to designate one or more stalking horse bidders to acquire one or more of the Assets pursuant to a Stalking Horse Agreement, subject to Court approval with notice and an opportunity for hearing.
• Consultation Parties consist of counsel to the Official Committee of Unsecured Creditors and counsel to the DIP Lender.
  • If or when the DIP Lender submits a bid for certain Assets, the DIP Lender shall cease to be a Consultation Party with respect to such Assets until such time that the DIP Lender irrevocably revokes such bid and withdraws from the Auction.
  • If a member of an official committee or an affiliate participates as a potential purchaser in the sales process, the obligation of the Debtors to consult with the bidding party will be waived, discharged and released without further action, until such party advises the Debtors that they are irrevocably withdrawing as a potential purchaser.
  • If a member of an official committee submits a Qualifying Bid, such committee will continue to have consultation rights; provided that the committee shall exclude such member from any discussions or deliberations regarding the sale of the Assets in question and shall not provide any information regarding the sale of the Assets to such member.

Assets Being Sold

• The Debtors are seeking to sell substantially all of their assets through a sale under section 363 of the Bankruptcy Code.
• Potential Bidders may bid on all or any number or combination of the Assets.
• The Assets may be offered individually or in lots at the Auction.
• The Debtors shall have the ability to determine the order in which the Assets will be subjected to bidding during the Auction and what Asset or Assets will be auctioned either individually or in each grouping.

Stalking Horse Bid

• If, prior to the Stalking Horse Notice Deadline, the Debtors receive one or more acceptable offers that seek stalking horse status, the Debtors reserve the right to designate a stalking horse bidder to acquire one or more of the Assets pursuant to a Stalking Horse Agreement.
• The Debtors are authorized, after consultation with the Consultation Parties, to enter into a Stalking Horse Agreement with one or more Stalking Horse Bidders, which Stalking Horse Agreement may include the proposed Bid Protections.
• If the DIP Lender or Prepetition Lender (either directly or through one or more acquisition vehicles) is designated as the Stalking Horse Bidder, such Stalking Horse Agreement shall not include Bid Protections.
• To the extent an agreement is reached with one or more Stalking Horse Purchasers, the Debtors shall file a Stalking Horse Notice no later than March 2, 2026.
• A Bid Protections Declaration and a proposed Bid Protections Order shall be attached to the Stalking Horse Notice.
• The Stalking Horse Bidder (if any) is a Qualifying Bidder and the bid reflected in the Stalking Horse Bid (as may be increased at the Auction) is a Qualifying Bid.
• Notwithstanding the selection of any Stalking Horse Bidder, the Debtors will continue to solicit bids and accept bids through the Bid Deadline.

Credit Bid

• Subject to Section 363(k) of the Bankruptcy Code, the DIP Lender shall have the right to credit bid (either directly or through one or more acquisition vehicles) up to the full amount of the DIP Obligations and the Prepetition Lender Secured Obligations (as applicable) in any sale of all or any portion of the DIP Collateral or Prepetition Collateral (as applicable).
• If the DIP Lender elects to credit bid, then the DIP Lender shall notify the Debtors and the Committee of its credit bid and, if applicable, the acquisition vehicle for such bid, twenty-four (24) hours before the start of the Auction.
• The DIP Lender shall automatically be deemed a Qualifying Bidder and any bid submitted shall automatically be deemed a Qualifying Bid.
• The DIP Lender shall not be required to submit a deposit.
• Any party that wishes to submit a credit bid either as a component or as the entirety of the consideration for its bid shall identify the amount of the claim and the nature, extent and priority of the lien upon which its credit bid is premised.
• Any party submitting a credit bid must include in their bid either (i) provisions for the satisfaction of any secured claims that are senior to the secured claim that forms the basis of the credit bid or (ii) evidence that the holder of any Senior Secured Claim has affirmatively consented to any other treatment of its Senior Secured Claim.
• Parties entitled to credit bid shall not be required to provide a Deposit solely with respect to the amount of the Senior Secured Claim included as consideration for their bid and shall be required to provide a Deposit for any Senior Secured Claim that must be paid in connection with any lienholder's credit bid.

Bid Protections

• The Debtors may seek Court approval of certain bid protections for a Stalking Horse Bidder in accordance with the procedures set forth in the Bidding Procedures Order.
• If the DIP Lender or Prepetition Lender is designated as the Stalking Horse Bidder, the Stalking Horse Agreement shall not include Bid Protections.
• Any objection to the Bid Protections set forth in a Stalking Horse Notice shall be filed and actually received no later than 4:00 p.m. (ET) on the date that is four (4) days following service of the Stalking Horse Notice.
• If a timely Bid Protections Objection is filed, the Debtors are authorized to seek an expedited hearing with respect to the Bid Protections Objection on not less than two (2) calendar days' notice.
• Absent any timely Bid Protections Objection, the Court may enter the Bid Protections Order without further notice or hearing.
• The DIP Lender's express written consent shall be required for the use of DIP Collateral to pay or satisfy any break-up fee, expense reimbursement or other bid protection.

Overbid

• Initial Overbid: In the event that there is a Stalking Horse Purchaser, and the Qualifying Bidder wishes to bid on the same Assets that are included in the Stalking Horse Agreement, the aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (A) the purchase price under the Stalking Horse Agreement, plus (B) any break-up fee, or other bid protection provided under the Stalking Horse Agreement, plus (C) the lesser of $50,000 or 5% of the Stalking Horse Purchaser's purchase price.
• Minimum Overbid Increment: The greater of $10,000 or 1% of the purchase price for such lot.
• If the then-highest and best bid was made by any Stalking Horse Purchaser, such bid shall be deemed to include the sum of the amount of any break-up fee, expense reimbursement, or other bid protections available to such Stalking Horse Purchaser.
• Any bid made by any Stalking Horse Purchaser, including in each and every round of bidding, shall be deemed to include the sum of the amount of any break-up fee, expense reimbursement, or other bid protection available to such Stalking Horse Purchaser in addition to the cash and other consideration provided for in its bid.
• The Debtors shall retain the right to modify the bid increment requirements at the Auction, in consultation with the Consultation Parties.

Good Faith Deposit

• Each bid must be accompanied by a cash deposit in the amount of ten percent (10%) of the cash purchase price contained in the Modified APA, before any adjustments to the purchase price, to an interest-bearing escrow account to be identified and established by the Debtors.
• Within one business day after the conclusion of the Auction, the Successful Bidder(s) and any Back-Up Bidder(s) shall deliver an additional Deposit payment so that each such bidder's total Deposit amount is equal to ten percent (10%) of the cash amount of the Successful Bid or Back-Up Bid, as applicable.
• All Deposits shall be returned to each bidder not selected by the Debtors as a Successful Bidder or Back-Up Bidder for any Sale no later than three (3) business days following the conclusion of the Sale Hearing.
• The deposit of a Back-Up Bidder shall be returned within three (3) business days of the closing of the applicable Sale to the Successful Bidder.
• The deposit of the Successful Bidder or, if the Sale is closed with the Back-Up Bidder, the deposit of the Back-Up Bidder, shall be applied to the purchase price for the Sale.
• If the Successful Bidder or Back-Up Bidder, as applicable, fails to consummate the Sale because of a breach or failure to perform on the part of such bidder, then the Debtors and their estates shall be entitled to retain the Deposit of the Successful Bidder or the Back-Up Bidder, as applicable, as liquidated damages resulting to the Debtors and their estates for such breach or failure to perform.

Bid Requirements

• To be deemed a Qualifying Bid, a bid must be received from a Qualifying Bidder on or before the Bid Deadline and must satisfy each of the following requirements:
  • Be in writing.
  • Fully disclose the identity of the Qualifying Bidder including whether such party is an insider of any Debtor, and the contact information of the person(s) whom the Debtors or their advisors should contact to discuss the bid submitted by the Qualifying Bidder.
  • Set forth the purchase price to be paid by such Qualifying Bidder, including what amount is being paid as cash, what amount constitutes a credit bid, and identifying the liabilities proposed to be paid or assumed by such Qualifying Bidder.
  • Specify the Assets that are included in the bid.
  • If more than one lot of Assets is included in the bid, the bid must allocate a specific dollar amount of the total purchase price to each lot.
  • Be accompanied by a clean and marked modified APA that reflects any variations from the Stalking Horse Agreement or the form APA provided by Sherwood, as applicable, for the subject Assets.
  • State that such Qualifying Bidder's offer is formal, binding and unconditional and is irrevocable until the conclusion of the Sale Hearing unless such party is the Successful Bidder or Back-Up Bidder, in which case such offer is formal, binding and unconditional and is irrevocable until two (2) business days after the closing of the Sale of the subject Assets.
  • State that such Qualifying Bidder is financially capable of consummating the transactions contemplated by the APA and provide written evidence in support thereof.
  • Contain written evidence satisfactory to the Debtors, in consultation with the Consultation Parties, that the Qualifying Bidder has a commitment for financing and other evidence of the ability to close the transactions contemplated by the APA.
  • Contain such additional financial and other information to allow the Debtors and their advisors to determine that the Qualifying Bidder is capable of consummating the transactions contemplated by the proposed APA, including identifying with particularity each and every executory contract, unexpired lease and unexpired sublease, the assumption and assignment of which is a condition to close the transactions contemplated by the proposed APA, and providing such financial and other information supporting the Qualifying Bidder's ability to comply with the requirements of adequate assurance of future performance under section 365(f)(2)(B) of the Bankruptcy Code.
  • Contain and evidence a commitment to close the transactions contemplated by the APA promptly upon entry of the order approving the sale; provided, however, that if the transaction contemplates a plan of reorganization, the bid shall provide a commitment to close the transaction promptly upon confirmation and consummation of such plan.
  • Not request or entitle such Qualifying Bidder, other than a Stalking Horse Purchaser, to any break-up fee, termination fee, expense reimbursement or similar type of fee or payment.
  • Not contain any contingencies of any kind, including, without limitation, contingencies related to financing, due diligence, or third party regulatory or internal approval.
  • Contain a written acknowledgement and representation that the Qualifying Bidder has relied solely upon its own due diligence, independent review, investigation and/or inspection of the Assets and any documents and other information in making its Qualifying Bid, did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever regarding the Assets, or the completeness of any documents or other information provided in connection with the Bidding Procedures and the Sale, and has not entered into any agreement, written or oral, with any other potential bidder concerning the Auction or the Sale or discloses any agreement with any other potential bidder concerning the Auction or Sale.
  • Provide for the Qualifying Bidder to serve as a backup bidder if the Qualifying Bidder's bid is the next highest and best bid after the Successful Bid, as determined by the Debtors, in accordance with the terms of the APA.
  • Include written evidence of authorization and approval from the Qualifying Bidder's board of directors (or comparable governing body) with respect to the submission, execution, and delivery of the APA.
  • If Qualifying Bidder is already subject to a confidentiality agreement satisfactory to Debtors, must affirm the effectiveness thereof, and otherwise must be accompanied by such confidentiality agreement.
• The Debtors both reserve the right and are authorized to work with any Qualifying Bidder in advance of the Auction to cure any deficiencies in a bid that is not initially deemed a Qualifying Bid.
• Each Qualifying Bidder submitting a bid shall be deemed to acknowledge and represent that it is bound by all of the terms and conditions of the Bidding Procedures and have waived the right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code related in any way to the submission of its bid, the Bidding Procedures, and the Sale.

Participation Requirements

• Any person or entity that wishes to conduct due diligence and gain access to the Debtors' confidential electronic data room concerning the Assets must submit to the Debtors and their advisors an executed confidentiality agreement in form and substance reasonably satisfactory to the Debtors, which by its terms will inure to the benefit of the Successful Bidders, to the extent of confidential information relating to the Assets acquired by such party.
• Any Potential Bidder that wishes to participate in the bidding process for the Assets must first become a Qualifying Bidder.
• Except for any Stalking Horse Bidder(s), parties may be qualified as a Qualifying Bidder up to the Bid Deadline (i.e., March 16, 2026 at 4:00 p.m. (ET)), but parties interested in submitting a bid for any of the Assets are encouraged to qualify as soon as possible because the Bidding Procedures do not permit any due diligence or financing conditions in Qualifying Bids.
• To become a Qualifying Bidder, Potential Bidders must submit sufficient information, as determined by the Debtors, to allow the Debtors, after consultation with the Consultation Parties, to determine that the interested party (i) has, or can obtain, the financial wherewithal and any required internal corporate, legal or other authorizations to close a sale or other acquisition transaction, including, but not limited to, current audited financial statements of the interested party (or such other form of financial disclosure acceptable to the Debtors in their discretion) and/or evidence of sufficient cash on hand or committed financing and (ii) can provide adequate assurance of future performance under any executory contracts and unexpired leases to be assumed by the Debtors and assigned to such bidder pursuant to section 365 of the Bankruptcy Code in connection with the Sale.
• Each Potential Bidder shall comply with all reasonable requests for information and due diligence access by the Debtors or their advisors regarding the ability of such Potential Bidder to consummate its contemplated transaction.
• To the extent that a bid is proposed by a group or committee to which Bankruptcy Rule 2019 applies, such parties must promptly file the statement required by such rule as a condition to becoming a Qualifying Bidder.

Auction Details

• An auction will be held on March 18, 2026 at 10:00 a.m. (PT) at the offices of Saul Ewing LLP, 1888 Century Park East, Suite 1500, Los Angeles, California, 90067 with, in the Debtors' discretion, the option of attendance via videoconference for Auction Bidders who otherwise comply with all of these procedures.
• In the event that the Debtors timely receive two or more Qualifying Bids for the same Assets, the Debtors shall include such Assets in the Auction.
• If there is only one Qualifying Bid submitted for a particular Asset or set of Assets on or before the Bid Deadline, the Debtors may not include such Asset or Assets in the Auction and, instead, may request at the Sale Hearing that this Court approve the Qualifying Bid (if any) applicable to such Assets and the transactions contemplated thereunder.
• If there are no Assets for which at least two Qualifying Bids have been timely submitted, the Auction will be cancelled.
• Each Auction Bidder shall confirm in writing that it has not engaged in any collusion with respect to the submission of any bid, the bidding, or the Auction and its Qualifying Bid is a good faith bona fide offer that it intends to consummate if selected as a Successful Bidder.
• All proceedings at the Auction shall be transcribed.
• Only Qualifying Bidders with Qualifying Bids shall be entitled to make any subsequent bids at the Auction.
• The Auction Bidders shall attend the Auction personally or through a duly authorized representative. In the event that a Qualifying Bidder becomes a Successful Bidder or Back-up Bidder, then whomever is attending the Auction on behalf of a Qualifying Bidder must have the authority, immediately after the conclusion of the Auction, to complete and execute all agreements, contracts, instruments and other documents evidencing and containing the terms and conditions upon which a Successful Bid or Back-Up Bid was made.
• Only the Debtors, the Auction Bidders, the Consultation Parties, NFS Capital LLC, and all creditors of the Debtors, together with the professional advisors to each of the foregoing parties, may attend the Auction. Parties who intend to attend the Auction must provide counsel for the Debtors at least one (1) business days' written notice of their intent to attend the Auction so that the Debtors can make appropriate arrangements.
• The Debtors and their professional advisors shall direct and preside over the Auction, which shall be transcribed.
• The Auction Bidders shall confirm that they have not engaged in any collusion with respect to the Bidding Procedures, the Auction, or the Sale.
• Bidding on any lot of Assets shall commence at the amount of the Baseline Bid, and the Auction Bidders may submit successive bids in increments of at least the greater of $10,000 or 1% of the purchase price for such lot.
• Each Auction Bidder shall participate in each successive round of bidding to the extent such Auction Bidder will continue to bid on the Assets.
• The Auction may include individual negotiations with any of the Auction Bidders, but all bids shall be made on the record and in the presence of all of the Auction Bidders.
• All material terms of the bid that is deemed to be the highest and best bid for each round of bidding shall be fully disclosed to the Auction Bidders, and the Debtors shall use reasonable efforts to clarify any and all questions that the Auction Bidders may have regarding the Debtors' announcement of the then-current highest and best bid.
• The Debtors and their professional advisors, in consultation with the Consultation Parties, may employ and announce at the Auction additional procedural rules that are reasonable under the circumstances for conducting the Auction, provided that such rules are not inconsistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the United States Bankruptcy Court for the District of Delaware, or any applicable order of the Court entered in connection with these Chapter 11 Cases, including, without limitation, the Bidding Procedures Order, and disclosed to the Auction Bidders.
• The Auction Bidders shall have the right to make additional modifications to their APA in conjunction with each Qualifying Bid submitted in each round of bidding during the Auction, provided that any such modifications on an aggregate basis and viewed in whole, shall not, in the Debtors' discretion, in consultation with the Consultation Parties, be less favorable to the Debtors and their estates than the terms of any Qualifying Bid that was announced as the then-current highest and best bid for the Assets that are the subject of the bids, and each Qualifying Bid (unless superseded by a subsequent Qualifying Bid at the Auction) shall constitute an irrevocable offer and shall be binding on the Auction Bidder submitting such bid until the conclusion of the Sale Hearing, unless such bid is selected as a Successful Bid or Back-Up Bid, which shall remain binding as provided for herein.
• The Debtors shall have the right to request any additional financial information that will allow the Debtors to make a reasonable determination, in consultation with the Consultation Parties, as to an Auction Bidder's financial and other capabilities to consummate the transactions contemplated by the APA, as may be amended during the Auction, and any other modifications to the proposed APA submitted by the Auction Bidder in connection with the Auction, and to clarify and evaluate any bid made by an Auction Bidder during the Auction.
• Upon the conclusion of the Auction, the Debtors shall determine, in consultation with the Consultation Parties, subject to Court approval, the offer or offers for the Assets that is or are the highest and best from among the Qualifying Bids submitted at the Auction. The bidder submitting a Successful Bid shall be the Successful Bidder for such Assets and shall have such rights and responsibilities of the purchaser as set forth in the APA. The Debtors shall designate a Back-Up Bid (or Bids) in the event that a Successful Bidder does not close a Sale or the Court does not approve the Successful Bid.
• Immediately after the conclusion of the Auction and without undue delay, each Successful Bidder and Back-Up Bidder shall complete and execute all agreements, contracts, instruments and other documents evidencing and containing the terms and conditions upon which the Successful Bid or Back-Up Bid was made.
• Each Successful Bid and any Back-Up Bid shall constitute an irrevocable offer and be binding on the applicable Successful Bidder and Back-Up Bidder, respectively, from the time the bid is submitted until the time period specified in these Bidding Procedures.
• Each Qualifying Bid that is not a Successful Bid or Back-Up Bid shall be irrevocable until the conclusion of the Sale Hearing, at which point they shall be deemed withdrawn and terminated.
• Joint bidding, or discussions exploring joint bidding, outside presence of the Debtors' advisors are prohibited, absent the Debtors' express written consent following consultation with the Consultation Parties.
• The Debtors, in consultation with the Consultation Parties, shall assess each bid to determine whether it is the highest and best bid for an Asset or Assets, considering, among other things: (a) the transaction structure and execution risk, including conditions to, timing of and certainty of closing, termination provisions, availability of financing and financial wherewithal to meet all commitments, and required governmental or other approval; (b) variations between competing bids and any incremental execution risk that the Debtors reasonably determine, in consultation with the Consultation Parties, exist as a result of those variations; (c) the time needed to close a Sale or other transaction compared with other Qualifying Bids and the cost to the Debtors and their estates of any incremental delay; (d) the total consideration to be received by the Debtors and their estates; (e) the ability to obtain a higher or better offer for an Asset when sold individually or in combination with other Assets; (f) existing funding available or proposed to be provided by the Qualifying Bidder during the period necessary to close the Sale or other transaction; (g) the net benefit to the Debtors' estates, taking into account any Stalking Horse Purchaser's rights to any Bid Protections; (h) the proposed treatment of existing secured interests in the subject Assets, including any senior indebtedness in the case of a credit bid; (i) the impact on Counterparties (including claims that may be asserted related to rejection and objections to adequate assurance), and other creditors; and (j) any other factors the Debtors may reasonably deem relevant, all in consultation with the Consultation Parties.
• Prior to the commencement of the Auction, the Debtors shall determine, in consultation with the Consultation Parties, which of the Qualifying Bids, at such time, is the highest and best bid for purposes of constituting the opening bid of the Auction (the Baseline Bid), and shall promptly notify all Qualifying Bidders with Qualifying Bids of the Baseline Bid. The Baseline Bid may be comprised of any combination of Assets, and the Debtors may determine that different Baseline Bids exist for different groupings of the Assets.
• The Debtors shall have the discretion to determine how to proceed when auctioning the Assets in groupings that do not include all of Debtors' Assets so as to maximize the value of the Assets.
• The Debtors reserve the right to determine that no Qualifying Bid was received and/or to not select a Successful Bidder if the Debtors determine, in their sole discretion and in consultation with the Consultation Parties, it is not in the best interests of the Debtors' estates and their creditors to do so.

Assumption and Assignment

• On or before February 24, 2026, the Debtors shall file with the Court and serve on each counterparty to an Assumed Contract an assumption notice.
• In the event that the Debtors subsequently identify any Assumed Contract that a potential purchaser may potentially seek to acquire by assumption or assumption and assignment or modify the Cure Amount after the Assumption Notice Deadline, the Debtors shall promptly file a Supplemental Assumption Notice.
• The Assumption Notice (or Supplemental Assumption Notice, if applicable) shall include, without limitation, the cure amount, if any, that the Debtors believe is required to be paid to the applicable Counterparty under section 365(b)(1)(A) and (B) of the Bankruptcy Code for each of the Assumed Contracts.
• If a Counterparty objects to (i) the Debtors' ability to assume and/or assign the Assumed Contract or (ii) the Cure Amount for its Assumed Contract, the Counterparty must file with the Court and serve on counsel to the Debtors and the Consultation Parties a written objection.
• Any Contract Objection shall: (i) be in writing; (ii) comply with the Bankruptcy Rules and the Local Rules; (iii) be filed with the Clerk of the Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801, together with proof of service, on or before 4:00 p.m. (ET) on March 10, 2026 (the Contract Objection Deadline), provided that if the Debtors file any Supplemental Assumption Notice, such notice shall provide that the Contract Objection Deadline shall be at least 14 days after service of such notice; (iv) be served, so as to be actually received on or before the Contract Objection Deadline, upon the counsel to the Debtors and the Consultation Parties; and (v) state with specificity the grounds for such objection, including, without limitation, the fully liquidated cure amount and the legal and factual bases for any unliquidated cure amount that the Counterparty believes is required to be paid under sections 365(b)(1)(A) and (B) of the Bankruptcy Code for the Assumed Contract, along with the specific nature and dates of any alleged defaults, the pecuniary losses, if any, resulting therefrom, and the conditions giving rise thereto.
• Any objections to adequate assurance of future performance by a Successful Bidder shall be filed in accordance with this Order.
• No later than one (1) day after the conclusion or cancellation of the Auction, the Debtors shall file with the Court one or more notices identifying the Successful Bidder or Successful Bidders for the Assets, which shall set forth, among other things, (i) the Successful Bidder and Back-Up Bidder, if any, (ii) if different from the Successful Bidder and the Back-Up Bidder, the proposed assignee(s) of such Assumed Contracts; and (iii) instructions for contacting the Successful Bidder to obtain Adequate Assurance Information, which may be provided to each affected Counterparty on a confidential basis; provided that if the Auction is cancelled and the Debtors choose to proceed with a transaction with one or more Stalking Horse Purchasers, the Notice of Successful Bidder shall set forth such information for the Stalking Horse Purchasers as the Successful Bidder.
• The Debtors shall serve the Notice of Successful Bidder no later than one (1) day after the conclusion or cancellation of the Auction on each affected Counterparty by email or, if email is not available, first class mail.
• Counterparties may submit objections solely on the basis of adequate assurance of future performance by a Successful Bidder (other than a Stalking Horse Purchaser) on or before March 23, 2026 at 4:00 p.m. (ET).
• If no Contract Objection or adequate assurance objection is timely received with respect to an Assumed Contract: (i) the Counterparty to such Assumed Contract shall be deemed to have consented to the assumption by the Debtors and (if applicable) assignment of such Assumed Contract, and will be forever barred from asserting any objection with regard to such assumption and assignment (including, without limitation, with respect to adequate assurance of future performance); (ii) upon receipt by the Counterparty of any Cure Amount, any and all defaults under such Assumed Contract and any and all pecuniary losses related thereto shall be deemed cured and compensated pursuant to sections 365(b)(1)(A) and (B) of the Bankruptcy Code; and (iii) the Cure Amount included in the Assumption Notice or Supplemental Assumption Notice, if applicable, for such Assumed Contract shall be controlling, notwithstanding anything to the contrary in such Assumed Contract, or any other related document, and the Counterparty shall be deemed to have consented to the Cure Amount and shall be forever barred from asserting any other claims related to such Assumed Contract against the Debtors and (if applicable) the Debtors' assignee, or the property of any of them, that existed prior to the entry of the Sale Order.
• To the extent that the parties are unable to consensually resolve any Contract Objection prior to the commencement of the Sale Hearing, including, without limitation, any dispute with respect to the Cure Amount required to be paid to the applicable Counterparty under sections 365(b)(1)(A) and (B) of the Bankruptcy Code, such Contract Objection will be adjudicated at the Sale Hearing or at such other date and time as may be mutually agreed to by the Debtors and the objecting Counterparty or scheduled by the Court; provided, however, that if the Contract Objection relates solely to a Cure Dispute, such Assumed Contract may be assumed by the Debtors and assigned, provided that the cure amount that the Counterparty asserts is required to be paid under sections 365(b)(1)(A) and (B) of the Bankruptcy Code (or such lower amount as agreed to by the Counterparty) is deposited in a segregated account by the proposed assignee pending the Court's adjudication of the Cure Dispute or the parties' consensual resolution of the Cure Dispute.
• As part of its bid, each Qualifying Bidder (including any Stalking Horse Purchaser) must make available, for review by the Consultation Parties and Counterparties to Assumed Contracts of which such Qualified Bidder may seek to take assignment, information supporting the Qualifying Bidder's ability to comply with the requirements of adequate assurance of future performance under section 365(f)(2)(B) of the Bankruptcy Code, including (a) the Qualifying Bidder's financial wherewithal and willingness to perform under any contracts that are assumed and assigned to such Qualifying Bidder; (b) a contact person for the proposed assignee that the applicable Counterparty may directly contact in connection with the adequate assurance of future performance; and (c) the actual assignee's identity. To the extent available, the Adequate Assurance Information shall also include, to the extent requested: (x) a corporate organization chart or similar disclosure identifying ownership and control of the proposed assignee and (y) financial statements, tax returns and annual reports.
• The Debtors shall provide the Adequate Assurance Information to Counterparties to Assumed Contracts and their counsel, if known, as soon as practicable upon receiving a Qualified Bid, but no later than one (1) business day following the receipt of such information, if such Counterparties have requested the information, in writing.
• Adequate Assurance Information may be provided on a confidential basis and, in such instances, must be kept confidential and shall only be used and disclosed as agreed to by the Qualifying Bidder that provided such Adequate Assurance Information or as ordered by the Court.
• The Assumption and Assignment Procedures are appropriate and fair to all Counterparties and comply in all respects with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.
• The inclusion of a contract, lease or other agreement on an Assumption Notice shall not constitute or be deemed a determination or admission by the Debtors, their estates, or any other party in interest that such contract, lease or other agreement is, in fact, an executory contract or unexpired lease within the meaning of the Bankruptcy Code, and any and all rights with respect thereto shall be reserved.

Sale Free and Clear & Successor Liability

• The Debtors have requested that the Bankruptcy Court enter an order or orders providing, among other things, for the sale of the Assets free and clear of all liens, claims, encumbrances and other interests, to the extent permissible by law, and the assumption of certain liabilities.

Sale Hearing and Objections

• The Sale Hearing shall be held in this Court on March 25, 2026 at 10:00 a.m. (ET), unless otherwise determined by this Court.
• The Debtors may adjourn or reschedule the Sale Hearing without notice or with limited and shortened notice to parties, including by: (a) an announcement of such adjournment at the Sale Hearing or at the Auction or (b) the filing of a notice of adjournment with the Court prior to the commencement of the Sale Hearing.
• Any objections to the Sale or the relief requested in connection with the Sale (a Sale Objection), other than a Contract Objection, which shall be governed by the Assumption and Assignment Procedures, must: (a) be in writing; (b) comply with the Bankruptcy Rules and the Local Rules; (c) set forth the specific basis for the Sale Objection; (d) be filed with the Clerk of this Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801, together with proof of service, on or before 4:00 p.m. (ET) on March 16, 2026 (the Sale Objection Deadline); and (e) be served, so as to be actually received on or before the Sale Objection Deadline, upon the counsel to the Debtors and the Consultation Parties; provided that solely with respect to an objection to the conduct of the Auction, the designation of any Successful Bidder or Bid or Back-Up Bidder or Bid and the terms (including price) of such bids (other than a Stalking Horse Bidder or its bid), and the Debtors' inability to satisfy the conditions of section 363(f) of the Bankruptcy Code with respect to a Successful Bid or Back-Up Bid (other than a Stalking Horse Bid) (an Auction Objection), the deadline to file an objection shall be 4:00 p.m. (ET) on March 23, 2026 (the Auction Objection Deadline).
• If a Sale Objection or Auction Objection is not filed and served on or before the Sale Objection Deadline or Auction Objection Deadline, as applicable, in accordance with the foregoing requirements, an objecting party shall be barred from objecting to the Sale and shall not be heard at the Sale Hearing, and this Court may enter the Sale Order without further notice to such party.
• Failure to file a Sale Objection on or before the Sale Objection Deadline and failure to file an Auction Objection on or before the Auction Objection Deadline shall, for purposes of section 363(f) of the Bankruptcy Code, constitute "consent" to the entry of the Sale Order and consummation of the Sale and all transactions related thereto.
• The Sale Hearing may be adjourned by the Debtors from time to time without further notice to creditors or other parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing or by filing a notice on the docket of the Debtors' chapter 11 cases.
• The Successful Bid and any Back-Up Bid will be subject to approval by the Court.

Notice Provisions

• The Sale Notice, the Assumption Notice, the Notice of Successful Bidder, the Bidding Procedures, and the Assumption and Assignment Procedures and the objection periods associated with any of the foregoing are reasonably calculated to provide sufficient and effective notice to any affected party and to afford the affected party the opportunity to exercise any rights affected by the Motion as it relates to the Bidding Procedures, the Auction, the Sale, the Sale Hearing, and the assumption and assignment of the Assumed Contracts pursuant to Bankruptcy Rules 2002(a)(2), 6004 and 6006, and such notices and objection periods are hereby approved.
• Within two (2) business days following the entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice by first class mail on: (i) the Office of the United States Trustee; (ii) counsel to any statutory committee; (iii) counsel to Jones Holding LLC; (iv) the United States Attorney for the District of Delaware; (v) the United States Department of Justice; (vi) offices of the attorneys general for the states in which the Debtors operate; (vii) all parties known by the Debtors to assert a lien on any of the Assets; (viii) all non-Debtor parties to any of the Assumed Contracts; (ix) all persons known to have expressed an interest in acquiring all or any portion of the Assets or other investment in the Debtors within the twelve months prior to the Petition Date; (x) all taxing authorities having jurisdiction over any of the Assets, including the Internal Revenue Service; (xi) all other parties that had filed a notice of appearance and demand for service of papers in these chapter 11 cases as of the date of service; and (xii) all of the Debtors' known creditors and equity holders (for whom identifying information and addresses are available to the Debtors).
• The Debtors will also post the Sale Notice and the Bidding Procedures Order on the website of the Debtors' claims and noticing agent, Stretto, Inc., at https://cases.stretto.com/FloatAlaska.
• As soon as practicable, after entry of this Order, the Debtors will publish the Sale Notice, with any modification necessary for ease of publication, once in the national edition of USA Today or another newspaper with national circulation, as well as industry-specific publications, to provide notice to any other potential interested parties.
• Prior to mailing the Sale Notice and the Assumption Notice, as applicable, the Debtors may fill in, or cause to be filled in, any missing dates and other information, correct any typographical errors, conform the provisions thereof to the provisions of this Order, and make such other, non-material changes as the Debtors deems necessary or appropriate.
• The failure of any person or entity to file and serve an objection by the applicable objection deadline shall be deemed to consent to, and a bar to the assertion by such person or entity of any objection to, the Motion, the Sale Orders, the proposed transactions, or the Debtors' consummation and performance of the Asset Purchase Agreements (including, without limitation, the transfer of any of the Assets and assumption and assignment of any Assumed Contracts, free and clear of all liens, claims, encumbrances and other interests).

Due Diligence

• Subject to the execution of a confidentiality agreement by a Potential Bidder or Qualifying Bidder, the Debtors will provide any Potential Bidder or Qualifying Bidder with reasonable access to the Data Room and any other additional information that the Debtors believe to be reasonable and appropriate under the circumstances.
• All additional due diligence requests shall be directed to the Debtors' financial advisor at the contact information provided above.
• All due diligence materials provided to Potential Bidders and Qualifying Bidders shall be subject to the limitations on use and disclosure included in any confidentiality agreement entered into pursuant to the Bidding Procedures.
• The Debtors and their estates shall be authorized to provide due diligence information to Potential Bidders or Qualifying Bidders, provided that such Potential Bidders or Qualifying Bidders have delivered an executed confidentiality agreement in form and substance acceptable to the Debtors.
• The Debtors and their estates are not responsible for, and shall have no liability with respect to, any information obtained by, or provided to, any Potential Bidders or Qualifying Bidders in connection with the Bidding Procedures and the Sale, provided that the information was provided in accordance with this Order and except as otherwise provided for in an APA that is authorized and approved by the Court.

Back-Up Bidder

• In the event that a Successful Bidder fails to close the applicable Sale promptly after the Court enters an order approving the Successful Bid (or such date as may be extended by the Debtors in consultation with the Consultation Parties), (i) the Back-Up Bid for that Sale will be deemed to be the Successful Bid, (ii) the Back-Up Bidder will be deemed to be the Successful Bidder, and (iii) the Debtors will be authorized, but not directed, to immediately close the Sale to the Back-Up Bidder subject to the terms of the Back-Up Bid without the need for further order of the Court and without the need for further notice to any interested parties.

Reservation of Rights

• The Debtors shall have the right as they may reasonably determine to be in the best interests of their estates to carry out the Bidding Procedures, including, without limitation, to: (a) determine which bidders are Qualifying Bidders; (b) determine which bids are Qualifying Bids; (c) determine which Qualifying Bid is a Baseline Bid, (d) permit Qualifying Bidders to bid on less than all of the Assets that were included in their Qualifying Bid, if applicable; (e) subject to the terms of the Bidding Procedures, determine which bids are the Successful Bid and Back-Up Bid, each as it relates to the Auction; (f) reject any bid that is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bidding Procedures or the Bankruptcy Code, or (iii) contrary to the best interests of the Debtors and their estates; (g) adjourn or cancel an Auction and/or the Sale Hearing in open court without further notice or as provided in this Order and in the Bidding Procedures; (h) modify the Bidding Procedures consistent with their fiduciary duties and the Bankruptcy Code; and (i) withdraw the Motion with respect to entry of the Sale Order for any Assets at any time with or without prejudice, all in consultation with the Consultation Parties.
• The Debtors and their estates reserve the right to, after consultation with the Consultation Parties, modify these Bidding Procedures at or prior to the Auction, including, without limitation, to extend the deadlines set forth herein, modify bidding increments, to waive terms and conditions set forth herein with respect to any or all potential bidders (including, without limitation, the Bid Requirements), to impose additional terms and conditions with respect to any or all Potential Bidders, to adjourn or cancel the Auction at or prior to the Auction, and to adjourn or cancel the Sale Hearing.
• The Debtors, in consultation with the Consultation Parties, have the right to terminate the sale and auction process with respect to any or all of the Assets at any time.

Key Dates

• Deadline to Serve Sale Notice & Contract Assumption Notice: February 24, 2026 (or 2 business days following entry of the Bid Procedures Order)
• Deadline to Designate Stalking Horse Bidders: March 2, 2026
• Deadline to File Proposed Form of Sale Order: March 9, 2026
• Deadline to Object to Assumption Notice: March 10, 2026
• Sale Objection Deadline (Including Objections to Sale to Stalking Horse Bidder(s)): March 16, 2026 at 4:00 p.m. (ET)
• Bid Deadline: March 16, 2026 at 4:00 p.m. (ET)
• Auction: March 18, 2026 at 10:00 a.m. (PT)
• Deadline to File and Serve Notice of Successful and Back-Up Bidders: March 20, 2026
• Deadline to Object to Sale to Successful Bidder (other than Stalking Horse Bidder) and Adequate Assurance of Successful Bidder (other than Stalking Horse Bidder): March 23, 2026 at 4:00 p.m. (ET)
• Reply in Support of Sale Motion: March 24, 2026 at 4:00 p.m. (ET)
• Sale Hearing (subject to Court availability): March 25, 2026, at 10:00 a.m. (ET)
• Outside Closing Date: March 27, 2026