Freedom Forever - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Restructuring Transaction Summary

Overview

• In consultation with their stakeholders and professionals, the Debtors have determined to pursue a marketing process to solicit (a) bids for a Sale of substantially all of the Debtors' assets under section 363 of the Bankruptcy Code, or (b) proposals for the reorganization of the Debtors through a Plan (together with a Sale, a "Restructuring Transaction").
• The Debtors will accept bids in the form of either an asset purchase agreement or a Plan sponsor term sheet. Permitting the Restructuring Transaction to take the form of either an asset Sale or a chapter 11 Plan provides the Debtors with the flexibility to negotiate the precise terms of their ultimate emergence from chapter 11 and to maximize the value of their estates.
• A Qualifying Bid and/or a Successful Bid may take the form of a Sale consummated either through a section 363 sale of a portion, all, or substantially all of the Assets pursuant to the PSA (or a Modified Agreement) or a plan of reorganization. For a Bid in the form of a Plan to constitute a Qualifying Bid, the Debtors, in consultation with the Consultation Parties, must determine in good faith that such Bid is capable of satisfying the requirements of section 1129 of the Bankruptcy Code and being consummated.

Parties Involved

• Sellers/Debtors: Freedom Forever LLC (8857); Freedom Forever, Pennsylvania, LLC (9588); and Freedom Forever Procurement LLC (3310), each a Delaware limited liability company, with a mailing address of 43445 Business Park Drive, Suite 110, Temecula, CA 92590.
  • The Debtors, along with their non-debtor affiliates, are one of the nation's largest residential solar installation enterprises, building, staffing, and scaling a comprehensive platform that serves homeowners across the country.
• Stalking Horse Bidder: To be determined.
• Purchaser: The Stalking Horse Bidder or otherwise Successful Bidder(s), as applicable.
• Investment Banker: On June 1, 2026, following an interview process, the Debtors engaged Cascadia Capital, LLC ("Cascadia") to assist the Debtors in running a Restructuring Transaction process.

Assets Being Sold

• Any and all or substantially all of the assets of the Debtors, including any equity in any non-Debtor affiliates (whether sold in a single sale or to multiple bidders).
• Purchased Assets, Excluded Assets, Assumed Liabilities, Excluded Liabilities, and Transaction Consideration: To be determined.
• The proposed asset purchase agreement will provide that the Debtors retain access to any books and records necessary to administer their estates.

Marketing Process

• Immediately preceding the Petition Date, the Debtors and their advisors communicated with numerous investment banking firms regarding a potential engagement to assist with the marketing process. The Debtors and their investment banker have since formally launched a competitive marketing process.
• The Debtors, with the assistance of their advisors and investment banker, have commenced the process of compiling a list of prospective purchasers and plan sponsors that will continue to evolve throughout the Restructuring Transaction.
• Cascadia is preparing and distributing marketing materials, including a confidential information memorandum and additional due diligence materials, and is establishing an electronic data room (the "Data Room" or "VDR") for buyers to perform diligence and assess the potential Restructuring Transaction.
• Any party interested in bidding should contact Cascadia (CascadiaProjectSunshineTeam@cascadiacapital.com).

Form of Purchase and Sale Agreement

• The Debtors have drafted a form of Purchase and Sale Agreement (together with all ancillary documents and agreements, the "PSA") for parties interested in acquiring the Assets, copies of which will be provided to all Potential Bidders and made available in the Data Room.
• Pursuant to the form of PSA, the Successful Bidder shall acquire the Assets free and clear of any and all interests to the maximum extent permitted by section 363 of the Bankruptcy Code, subject to certain other conditions, with such interests to attach to the net proceeds of the sale with the same validity and priority as they applied against the Assets.

Participation Requirements

• Any person or entity that wishes to participate in the bidding process (each, a "Potential Bidder") must first become a "Qualifying Bidder" in the reasonable discretion of the Debtors after consultation with the Consultation Parties. To do so, and to gain access to the Data Room, a Potential Bidder must submit to the Debtors and their advisors (unless waived):
  • Documentation identifying the interested party, its principals, and authorized representatives;
  • An executed nondisclosure or confidentiality agreement in form and substance reasonably satisfactory to the Debtors;
  • A statement and factual support demonstrating, to the Debtors' reasonable satisfaction (after consultation with the Consultation Parties), that the interested party has a bona fide interest in consummating a Restructuring Transaction; and
  • Sufficient information to allow the Debtors to determine that the interested party (x) has, or can obtain, the financial wherewithal and required authorizations to close a Restructuring Transaction, including current audited financial statements (or such other form of financial disclosure acceptable to the Debtors in their discretion after consultation with the Consultation Parties), and (y) can provide adequate assurance of future performance under any executory contracts and unexpired leases to be assumed and assigned, pursuant to section 365 of the Bankruptcy Code.
• Each Potential Bidder must comply with all reasonable requests for information and due diligence access regarding its ability to consummate the contemplated transaction.
• For all purposes under the Bidding Procedures, any Stalking Horse Bidder is a Qualifying Bidder and any Stalking Horse Agreement is a Qualifying Bid; in determining whether Potential Bidders constitute Qualifying Bidders, the Debtors may consider a combination of bids for the Assets.

Due Diligence

• The Debtors will provide any Qualifying Bidder with reasonable access to the Data Room and other information the Debtors believe reasonable and appropriate. The due diligence period shall extend through and including the Bid Deadline, and the Debtors may, but are not obligated to, furnish due diligence information thereafter in their sole discretion.
• The Debtors reserve the right, after consultation with the Consultation Parties, to withhold or limit access to any due diligence information they determine is business-sensitive or otherwise not appropriate for disclosure.
• All additional due diligence requests shall be directed to Cascadia (CascadiaProjectSunshineTeam@cascadiacapital.com) and/or Debtors' counsel at Morris, Nichols, Arsht & Tunnell LLP.

Designation of a Stalking Horse Bidder

• To foster competitive bidding and establish a "floor price" for the Assets, the Debtors seek authority to (i) select one or more Qualifying Bidders to act as stalking horse bidders (each, a "Stalking Horse Bidder") and enter into a purchase agreement with each (each, a "Stalking Horse Agreement"), and (ii) upon notice and an opportunity to object, provide bid protections, including a break-up fee and expense reimbursement (the "Bid Protections"), payable from the proceeds of a Successful Bid to the extent the Debtors determine such Bid Protections would be an actual and necessary cost of maximizing the value of the estates.
• The Debtors are authorized, but not obligated, in an exercise of their business judgment and in consultation with the Consultation Parties, to designate a Stalking Horse Bidder, subject to higher or otherwise better offers at the Auction.
• Any Stalking Horse Bidder will be considered a Qualifying Bidder, and the Stalking Horse Bid (including as it may be increased at the Auction) will be considered a Qualifying Bid. In the event of a competing Qualifying Bid, the Stalking Horse Bidder will be entitled, but not obligated, to submit overbids and to credit bid all of its claims for Bid Protections pursuant to section 363(k) of the Bankruptcy Code.

Bid Protections

• If the Debtors determine, after consultation with the Consultation Parties, to offer Bid Protections to any Stalking Horse Bidder, such Bid Protections shall be disclosed in the corresponding Notice of Stalking Horse Bidder, to be filed on or before July 22, 2026, at 4:00 p.m. (ET) (no later than 14 days before the Sale Objection Deadline).
• The Notice of Stalking Horse Bidder, if filed, shall include a copy of the Stalking Horse Agreement(s), an appropriate declaration in support of the proposed Bid Protections (the "Bid Protections Declaration"), and a proposed form of order approving the Bid Protections (the "Bid Protections Order"). The Notice and Bid Protections Declaration shall set forth the reasons the Debtors believe the Bid Protections satisfy the requirements of section 503(b) of the Bankruptcy Code.
• Any objection to the Bid Protections or the form of the Bid Protections Order (a "Bid Protections Objection") shall be filed no later than July 28, 2026, at 4:00 p.m. (ET). If a timely Bid Protections Objection is filed, the Debtors will schedule a hearing in consultation with any objecting parties, the Consultation Parties, and the Court; absent a timely objection, the Court may enter the Bid Protections Order without further hearing.
• In connection with a Bid contemplating a Sale, no person or entity other than the Stalking Horse Bidder shall be entitled, solely in its capacity as a Bidder, to any expense reimbursement, break-up fee, "topping," termination, or similar fee or payment, and by submitting a bid such person is deemed to have waived any such right. Nothing in the order shifts the Debtors' burden of proof that the Bid Protections are actually necessary to preserve the value of the estates under section 503(b) of the Bankruptcy Code.

Credit Bid

• Any Qualifying Bidder (or Potential Bidder) holding a valid and perfected lien on any assets of the Debtors' estates (a "Secured Creditor"), unless the Court for cause orders otherwise, shall have the right to credit bid all or a portion of the value of its claims within the meaning of section 363(k) of the Bankruptcy Code, only with respect to the collateral over which it holds a valid lien.
• Any credit bid must contain a cash component sufficient to repay in full in cash the secured claims of any senior Secured Creditor (unless such senior Secured Creditor agrees to different treatment).
• The Secured Creditors, including the Cash Collateral Consenting Parties, should be authorized to credit bid for the Assets under section 363(k). Even where a secured creditor is undersecured under section 506(a), section 363(k) allows it to bid the full face value of its claim and does not limit the credit bid to the claim's economic value.
• Nothing in the Bidding Procedures Order shall be construed as a waiver of, or a finding that a credit bid component of a Qualifying Bid satisfies, the requirements of section 363(k), nor shall it prejudice any party's right to object to the credit bid component of the Stalking Horse Bid.

Bid Requirements

• Other than in the case of any Stalking Horse Bid, to be deemed a "Qualifying Bid," a bid must be received from a Qualifying Bidder on or before the Bid Deadline and, among other requirements:
  • Be in writing and fully disclose the identity of, and contact information for, the Qualifying Bidder;
  • Set forth a purchase price that in all events must exceed the amount of any Stalking Horse Bid by at least $250,000.00 plus the amount of the Bid Protections;
  • Not propose payment in any form other than cash (except as otherwise expressly set forth in the Bidding Procedures), and state the liabilities proposed to be paid or assumed;
  • Specify the Assets included and, to the extent a Notice of Stalking Horse Bidder is filed, offer to purchase the Assets (or a combination thereof) and assume liabilities on substantially the same or more favorable terms than the Stalking Horse Agreement;
  • Be accompanied by a purchase and sale agreement (the "Modified Agreement") marked against the Stalking Horse Agreement(s) or the PSA, or, if the contemplated transaction is not a Sale, a binding term sheet setting forth all material terms of a proposed Plan (a "Plan Funding Agreement");
  • State that the offer is formal, binding, unconditional, and irrevocable until five business days after the closing of the Sale or confirmation of a Plan;
  • Demonstrate the bidder's financial capability and provide written evidence supporting its ability to close, including adequate assurance information under section 365(f)(2)(B);
  • Identify with particularity each executory contract and unexpired lease the assumption and assignment of which is a condition to closing;
  • Include a commitment to close the contemplated transactions no later than September 11, 2026;
  • Not request or entitle the bidder to any break-up fee, termination fee, expense reimbursement, or similar payment, and not contain any contingencies of any kind, including financing, internal approval, or due diligence contingencies;
  • Contain written evidence of a financing commitment or other ability to close, with contact information for financing sources;
  • Contain a written acknowledgement that the bidder has had an opportunity to conduct due diligence and relied solely on its own independent review;
  • Set forth the bidder's required regulatory and third-party approvals, including Hart-Scott-Rodino and any CFIUS approval, and the expected timeline, together with a covenant to cooperate on regulatory analysis;
  • Provide for the bidder to serve as a Backup Bidder if its bid is the next highest and best after the Successful Bid;
  • Include written evidence of authorization and approval from the bidder's board of directors (or comparable governing body); and
  • Be accompanied by the required good-faith Deposit.
• The Debtors, in consultation with the Consultation Parties, determine whether a bid satisfying these requirements constitutes a Qualifying Bid, and reserve the right to work with any Qualifying Bidder in advance of the Auction to cure deficiencies in a bid not initially deemed a Qualifying Bid.
• Each Qualifying Bidder submitting a bid is deemed to acknowledge that it is bound by the Bidding Procedures and to have waived the right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code related to its bid, the Bidding Procedures, and the Sale.
• Separately, under the Bidding Procedures, any Potential Bidder and each Qualifying Bidder submitting a bid is deemed to have waived any right to a jury trial and to have consented to the exclusive jurisdiction of the Bankruptcy Court over any action or proceeding arising from or relating to its bid, the Bidding Procedures, the Sale, and the Auction.

Good Faith Deposit

• Each Bid must be accompanied by a good-faith cash deposit (the "Deposit") equal to ten percent (10%) of the purchase price provided for in the Modified Agreement or Plan Funding Agreement (or such additional amount as the Debtors may determine in their reasonable discretion after consultation with the Consultation Parties).
• If a Qualifying Bidder becomes a Successful Bidder or a Backup Bidder, it must increase the Deposit to ten percent (10%) of the new purchase price within one business day after the Auction.
• The Deposit shall be forfeited to the Debtors in the event of the Qualifying Bidder's breach of, or failure to perform under, the Modified Agreement or Plan Funding Agreement, without prejudice to any other rights and remedies of the Debtors.

Evaluation of Qualifying Bids

• The Debtors will deliver copies of all bids from Qualifying Bidders to the Consultation Parties within one day after receipt, and, after consultation with the Consultation Parties, will determine whether a timely submitted bid is a Qualifying Bid.
• Prior to the start of the Auction, the Debtors shall notify all Qualifying Bidders whether their bids have been determined to be Qualifying Bids and determine which Qualifying Bid is the highest or best for purposes of constituting the opening bid of the Auction (the "Baseline Bid"), promptly notifying any Stalking Horse Bidder and all Qualifying Bidders of the Baseline Bid.
• If no Qualifying Bids other than a Stalking Horse Bid are submitted by the Bid Deadline, the Debtors shall not hold an Auction and shall request at the Sale Hearing that the Court approve the relevant Stalking Horse Agreement(s) and the transactions contemplated thereunder.

Overbid

• Bidding shall commence at the amount of the Baseline Bid and continue in minimum increments of at least $250,000.00 (each, an "Overbid"), provided that each Overbid must be a Qualifying Bid and the Debtors, in consultation with the Consultation Parties, retain the right to modify the bid increment requirements at the Auction.
• Any Overbid must remain open and binding on the Qualifying Bidder until and unless (i) the Debtors accept a higher or better bid from another Qualifying Bidder as an Overbid and (ii) such Overbid is not selected as the Backup Bid.

Auction Details

• If the Debtors receive one or more timely Qualifying Bids other than a Stalking Horse Bid, the Debtors shall conduct the Auction; if there are such bids, the Stalking Horse Bidder will participate in the Auction. The Debtors, after consulting with the Consultation Parties, may also conduct more than one Auction with respect to material portions of the Assets.
• Per the Sale Notice, if the Debtors receive no Qualifying Bid other than a Stalking Horse Bid, no Auction will be held and the Stalking Horse Bid will be designated the Successful Bid; and if the Debtors receive only one timely Qualifying Bid other than a Stalking Horse Bid, no Auction will be held, that Qualifying Bid will be deemed the Successful Bid, and the Stalking Horse Bid will be designated the Backup Bid. (This single-bid rule, stated in the Sale Notice, is in tension with Section 11 of the Bidding Procedures, which provides that the Debtors shall conduct the Auction upon receipt of "one or more" timely Qualifying Bids other than a Stalking Horse Bid; the controlling Bidding Procedures govern.)
• The Auction, if any, shall be held August 10, 2026, at 10:00 a.m. (ET), (i) virtually by videoconference, (ii) at the offices of Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, Wilmington, Delaware 19801, or (iii) on such other date, location, or virtual means as the Debtors determine in consultation with the Consultation Parties. The Debtors will provide written notice of the date, time, and place of the Auction to the Qualifying Bidders no later than one business day beforehand, and will post such notice on the website of the Debtors' claims and noticing agent, Kroll, at https://restructuring.ra.kroll.com/FreedomForever.
• Only Qualifying Bidders with Qualifying Bids (the "Auction Bidders") may make subsequent bids, and each must attend either on its own behalf or through a duly authorized representative with power to bind it. Attendance is limited to the Debtors, the Auction Bidders, the Consultation Parties, and creditors of the Debtors (upon one day's prior written notice, solely to observe), together with their professional advisors.
• The Debtors and their professional advisors shall direct and preside over the Auction, which shall be transcribed. The Auction Bidders shall confirm on the record that they have not engaged in any collusion, all bids shall be made on the record and in the presence of all Auction Bidders, and the highest or otherwise best bid for each round shall be fully disclosed to the Auction Bidders.
• Following the Auction, the Debtors will determine, in consultation with the Consultation Parties and subject to Court approval, the highest or otherwise best Qualifying Bid(s) (the "Successful Bid(s)"), considering, among other factors: changes to the Stalking Horse Agreement(s) or PSA; the extent and cost of any resulting delay to closing; total consideration; transaction structure and execution risk (including certainty and timing of closing, financing, and required approvals); net benefit to the estates; the assumption of executory contracts and unexpired leases; and any other relevant factors.
• The bidder(s) submitting the Successful Bid(s) shall become the "Successful Bidder(s)," and the Debtors may, in their sole discretion after consultation with the Consultation Parties, designate one or more Backup Bids (and corresponding Backup Bidder(s)). If the Successful Bid was for a Sale, prior to the Sale Hearing the Successful Bidder(s) and any Backup Bidder(s) shall execute all necessary documents and increase their Deposit to ten percent (10%) of the new purchase price within one business day after the Auction.
• The Successful Bid(s) and any Backup Bid(s) shall constitute an irrevocable offer and remain binding from submission until five business days after the Restructuring Transaction has closed. Each Qualifying Bid that is not a Successful Bid or Backup Bid shall be deemed withdrawn and terminated at the conclusion of any Sale Hearing.

Sale Hearing

• The Successful Bid(s) and any Backup Bid(s) (or, if no Qualifying Bid other than a Stalking Horse Bid is received, the Stalking Horse Bid(s) as the Successful Bid) will be subject to Court approval. If the highest or otherwise best bid is for a Sale, the Debtors intend to present it for approval pursuant to sections 105, 363, and 365 of the Bankruptcy Code at the Sale Hearing.
• The Sale Hearing shall be held on August 26, 2026, at 10:00 a.m. (ET), and may be continued or adjourned by the Debtors, after consultation with the Consultation Parties, without further notice other than by announcement in open court or by filing a hearing agenda or notice on the docket.
• Upon a failure to consummate the Sale after the Sale Hearing due to a breach or default under the Successful Bid(s) or non-approval by the Court, the next highest or otherwise best Backup Bid(s) disclosed at the Sale Hearing shall be deemed the Successful Bid(s) without further order of the Court.

Backup Bidder

• If the Successful Bid was for a Sale and the Successful Bidder(s) fails to close prior to September 11, 2026 (or such later date as the Debtors may extend in consultation with the Consultation Parties), the Backup Bid will be deemed the Successful Bid, the Backup Bidder the Successful Bidder, and the Debtors authorized, but not directed, to close a Sale to the Backup Bidder without further order of, or notice to, interested parties.
• If the Backup Bid was for a Plan Funding Agreement, the Debtors will proceed with the disclosure statement and plan approval process in accordance with the Bankruptcy Rules and Local Rules.

Return of Deposits

• All Deposits shall be returned to each bidder not selected as the Successful Bidder or Backup Bidder, other than a Stalking Horse Bidder, no later than five business days following the closing of the Auction.
• The Deposit of the Successful Bidder (or, if the Restructuring Transaction is completed with the Backup Bidder, the Backup Bidder) shall be applied to the purchase price.
• If the Successful Bidder (or Backup Bidder, as applicable) fails to consummate the Restructuring Transaction due to a breach or failure to perform, the Debtors and their estates shall be entitled to retain that Deposit as part of their damages, without waiving any other legal or equitable rights and remedies, all of which are preserved.

Assumption and Assignment of Contracts

• To facilitate the Sale, the Debtors seek authority to assume and assign to the Successful Bidder the Assumed Contracts in accordance with the Assumption and Assignment Procedures. Within five business days following entry of the Bidding Procedures Order (the "Contract Notice Deadline"), the Debtors shall file and serve on each Counterparty a Contract Notice, which shall include the proposed Cure Amount, if any, for each Assumed Contract under section 365(b)(1)(A) and (B).
• A Counterparty objecting to the assumption and assignment, the Cure Amount, or the provision of adequate assurance of future performance must file a written Contract Objection in compliance with the Bankruptcy Code, Bankruptcy Rules, Local Rules, and applicable orders, by no later than August 5, 2026, at 4:00 p.m. (ET) (the "Contract Objection Deadline"). Objections to adequate assurance of performance by a Stalking Horse Bidder must be filed by the Contract Objection Deadline.
• As soon as reasonably practicable after the Auction (or after the Debtors' determination of Qualifying Bids if no Auction is necessary), the Debtors shall file and serve a Notice of Successful Bidder identifying, among other things, the Successful Bidder, any Backup Bidder, the Selected Assumed Contracts, and the proposed assignee(s). If no Qualifying Bid other than a Stalking Horse Bid is timely received, the Stalking Horse Bidder shall be deemed the Successful Bidder.
• Where a Stalking Horse Bidder is not the Successful Bidder, Counterparties shall file any Contract Objections solely on the basis of adequate assurance of future performance no later than August 17, 2026, at 4:00 p.m. (ET).
• At the Sale Hearing, the Debtors will seek approval of the assumption and assignment of only those Assumed Contracts selected by the Successful Bidder (the "Selected Assumed Contracts"), reserving all rights with respect to Assumed Contracts not so designated.
• If no Contract Objection is timely received with respect to a Selected Assumed Contract, the Counterparty shall be deemed to have consented to the assumption and assignment, all defaults and pecuniary losses shall be deemed cured and compensated under section 365(b)(1)(A) and (B), and the listed Cure Amount shall be controlling and binding.
• Unresolved Contract Objections, including any Cure Dispute, will be adjudicated at the Sale Hearing or such other time as determined by the Debtors; provided that, if an objection relates solely to a Cure Dispute, the contract may be assumed and assigned so long as the asserted cure amount (or a lower agreed amount) is deposited in a segregated account pending resolution.
• Inclusion of a contract or lease on a Contract Notice does not constitute an admission that it is an executory contract or unexpired lease, and all of the Debtors' rights are reserved. The Debtors' decision to assume and assign remains subject to Court approval and the closing of the Sale.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the Assets on a final "as is" basis, free and clear of any and all encumbrances to the maximum extent permitted under section 363(f) of the Bankruptcy Code (except as expressly set forth in the Sale Order and the Stalking Horse Agreement, PSA, or Modified Agreement, as applicable), with all interests attaching to the net proceeds with the same validity and priority.
• The Debtors believe section 363(f)(2) will be satisfied as to the Cash Collateral Consenting Parties, who are anticipated to consent to the Sale, and that a sale other than free and clear would yield substantially less value for the estates, as Potential Bidders are unlikely to consummate the Sale absent such relief.
• The Sale will be free and clear of, among other things, any claim arising from any conduct of the Debtors prior to closing, whether known or unknown, due or to become due, accrued, absolute, contingent, or otherwise, so long as such claim relates to events occurring prior to closing.
• As a result of the Sale, the Purchaser will not be a successor to any of the Debtors under any theory of law or equity, and will have no liability, except as expressly provided in the Purchaser's Purchase and Sale Agreement, for any liens, claims, encumbrances, and other interests, including under successor liability theories.

Sale Notice

• Within five business days of entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice on the Sale Notice Parties, including the U.S. Trustee (Attn: Jonathan Lipshie); counsel to the Committee, SolarEdge, and Tesla; parties asserting or believed to assert interests or liens in the Assets; parties who expressed an interest in acquiring all or a substantial portion of the Assets within the one year prior to the Petition Date; relevant governmental, taxing, environmental, and antitrust authorities (including the IRS, EPA, FTC, and the Antitrust Division of the DOJ); all non-Debtor parties to the Assumed Contracts; all other known creditors and equity security holders; and all parties that have filed a notice of appearance.
• As soon as practicable after entry of the Bidding Procedures Order, the Debtors shall cause the Sale Notice to be published once in a newspaper with national circulation to provide notice to any other interested parties whose identities are unknown.

Sale Objections

• Any objection to a Sale of the Assets and entry of a Sale Order must be in writing, specify the nature of the objection, comply with the Bankruptcy Code, Bankruptcy Rules, Local Rules, and applicable orders, be served on the Objection Notice Parties, and be filed no later than (a) August 5, 2026, at 4:00 p.m. (ET) (the "Sale Objection Deadline"), or (b) with respect to objections solely related to adequate assurance of future performance by a Successful Bidder other than a Stalking Horse Bidder, August 17, 2026, at 4:00 p.m. (ET) (the "Adequate Assurance Objection Deadline").
• Any party failing to timely object by the Sale Objection Deadline shall be forever barred from asserting any objection to the Sale, including with respect to the transfer of the Assets free and clear, and, for purposes of section 363(f)(2), shall be deemed to consent to entry of the Sale Order and consummation of the Sale.

Consultation Parties

• "Consultation Parties" means counsel to SolarEdge (DLA Piper LLP (US)), counsel to Tesla (Morgan, Lewis & Bockius LLP), and counsel to the Official Committee of Unsecured Creditors (Blank Rome LLP and Willkie Farr & Gallagher LLP). SolarEdge and Tesla together comprise the "Cash Collateral Consenting Parties."
• "Bidding Procedures Notice Parties" means counsel to the Debtors, Morris, Nichols, Arsht & Tunnell LLP, and the Debtors' investment banking advisor, Cascadia Capital, LLC.
• Any consultation rights provided to the Consultation Parties shall not limit the Debtors' discretion in any way and shall not include the right to veto any decision made by the Debtors in the exercise of their reasonable business judgment; nothing limits, modifies, or waives the Debtors' fiduciary duties to their creditors.
• If any Consultation Party, Committee member, or affiliate submits a Qualifying Bid, the Debtors' obligation to consult with that party regarding other Qualifying Bids and the selection of a Successful Bidder and Backup Bidder is waived (with that party retaining the same rights as any other Qualifying Bidder), and full consultation rights are immediately restored if that party ceases to participate. If a Committee member submits a Qualifying Bid, the Committee retains its consultation rights but must exclude that member from any discussions, deliberations, or information regarding the sale of the Assets.

Reservation of Rights & Waiver of Stay

• The Debtors and their estates reserve the right, after consultation with the Consultation Parties, to modify the Bidding Procedures at, prior to, or during the Auction, including to extend deadlines, modify bidding increments, waive or impose terms and conditions with respect to any or all bidders, adjourn or cancel the Auction, and adjourn the Sale Hearing or any other hearing. The Debtors are also authorized to conduct the Sale without complying with any state or local bulk transfer laws or requirements.
• The Debtors seek a waiver of the fourteen-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d), to the extent applicable, submitting that any delay in consummating the Sale on the contemplated timeline would be detrimental to the Debtors, their creditors, and their estates. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7052, or 9014, the terms of the Bidding Procedures Order shall be immediately effective and enforceable upon entry.

Key Dates

• Petition Dates: April 15, 2026 and May 2, 2026
• Committee Appointment: May 1, 2026
• Bidding Procedures Hearing: July 15, 2026, at 10:00 a.m. (ET)
• Deadline to Object to the Motion: June 29, 2026, at 4:00 p.m. (ET)
• Deadline to Mail Sale Notice, Contract Notice, and Form of Proposed Sale Order: Within 5 business days of entry of the Bidding Procedures Order
• Deadline to File and Serve Notice of Stalking Horse Bidder: July 22, 2026, at 4:00 p.m. (ET)
• Bid Protections Objection Deadline: July 28, 2026, at 4:00 p.m. (ET)
• Sale Objection Deadline and Contract Objection Deadline: August 5, 2026, at 4:00 p.m. (ET)
• Bid Deadline: August 5, 2026, at 4:00 p.m. (ET)
• Deadline for Debtors to Designate Qualifying Bids and Baseline Bid: August 7, 2026, at 4:00 p.m. (ET)
• Auction (if any): August 10, 2026, at 10:00 a.m. (ET)
• Deadline to File and Serve Notice of Successful Bidder: As soon as reasonably practicable after completion of the Auction
• Adequate Assurance Objection Deadline (Successful Bidder other than a Stalking Horse Bidder): August 17, 2026, at 4:00 p.m. (ET)
• Debtors' Deadline to Reply to Sale Objections (other than Adequate Assurance Objections): August 24, 2026, at 4:00 p.m. (ET)
• Sale Hearing: August 26, 2026, at 10:00 a.m. (ET)
• Sale Closing: No later than September 11, 2026