FreshRealm - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: FreshRealm, Inc.; FreshRealm Holdings, Inc.; IHEC, LLC; FreshRealm HR, LLC; and FreshRealm Texas, LLC (collectively, the "Debtors")
• Investment Banker: Rothschild & Co US Inc., engaged in late February 2026 to launch a competitive marketing process; Brandon Aebersold and Michael Sutter of Rothschild & Co have been designated to coordinate all reasonable requests for additional information and due diligence access.
• Stalking Horse Bidder: The Debtors have not yet selected, and may not elect to select, a stalking horse bidder. The Bidding Procedures provide the Debtors with flexibility to select one or more Stalking Horse Bidders and grant Stalking Horse Bid Protections after notice and an opportunity to object.
• Consultation Parties: (i) counsel to the Official Committee of Unsecured Creditors; (ii) counsel to BGC Lender Rep LLC, as DIP Administrative Agent; (iii) counsel to Birch Grove Investments LLC, as DIP Lender; and (iv) counsel to FaraNord (US) IV Pte Ltd, as DIP Lender.

Assets Being Sold

• Through this Motion, the Debtors seek to continue the Marketing Process on a post-petition basis to offer all of their assets unrelated to the Blue Apron/Misfits Transaction for sale to the highest or otherwise best bidder or bidders in any number of combinations and quantities (each, a "Sale Package"), free and clear of all liens, claims, rights, interests, pledges, obligations, restrictions, limitations, charges, encumbrances, and other interests. The Assets include:
  • Customer-related assets, including existing customer contracts and pipeline opportunities (including, but not limited to, the UFC Ignite Joint Venture and PFAs for N4L, Pocketwatch, Plated and Performance Kitchen), customer lists, and customer data;
  • Commercial and marketing rights, including brand partnership agreements and related rights and interests;
  • Accounts receivable and other rights to payment, including any proceeds thereof;
  • Inventory, including raw materials, work-in-progress, and finished goods;
  • Machinery, equipment, furniture, fixtures, and other tangible personal property used in the operation of the business;
  • Real property interests, including leases and subleases, and all rights thereunder;
  • Intellectual property, including trademarks, trade names, service marks, domain names, copyrights, meal recipes, proprietary processes, and all associated goodwill; and
  • All books, records, files, and data (in whatever form or medium) relating to the foregoing.
• For the avoidance of doubt, the Assets exclude all assets contemplated to be sold or transferred to Misfits Market pursuant to the asset purchase agreement and related documentation annexed to the Debtors' separate motion concerning the Blue Apron/Misfits Transaction [Docket No. 21].

Stalking Horse Bid

• The Debtors have not yet selected (and may not elect to select) a stalking horse to serve as a committed buyer of the applicable Assets. The Bidding Procedures provide the Debtors with flexibility to select one or more Stalking Horse Bidders and grant Stalking Horse Bid Protections after notice and an opportunity to object.
• To the extent the Debtors designate more than one Stalking Horse Bidder, no two Stalking Horse Bidders will be designated with respect to any of the same Sale Package.
• Any Stalking Horse Bidder shall automatically be deemed a Qualified Bidder.
• In the event the Debtors secure one or more Stalking Horse Bidder(s), the Debtors will file a Stalking Horse Agreement and commitment agreement and make the requisite disclosures.
• Any Stalking Horse Notice shall seek approval of the designation and Stalking Horse Bid Protections and shall include: (a) the identity of the Stalking Horse Bidder; (b) the amount of the Stalking Horse Bid; (c) the proposed Stalking Horse Bid Protections; (d) the terms of the Stalking Horse Agreement; and (e) the applicable Sale Package to which the Stalking Horse Bid relates.

Bid Protections

• The Debtors may select one or more Qualified Bidders to act as Stalking Horse Bidder(s) and provide:
  • Break-Up Fee: not to exceed three (3) percent of the Purchase Price; and
  • Expense Reimbursement: reimbursement of the reasonable and documented out-of-pocket fees and expenses of such Stalking Horse Bidder(s).
• The Debtors shall not pay Stalking Horse Bid Protections to any Stalking Horse Bidder on account of the portion of the purchase price that is a credit bid, assumption of liabilities, or other non-cash (or cash equivalent) consideration, nor provide any Bid Protections to an insider or affiliate of the Debtors.
• Any objection to the Stalking Horse Bid Protections or the designation of the Stalking Horse Bidder shall be filed no later than three (3) business days after the filing of the Stalking Horse Notice at 4:00 p.m. (prevailing Eastern Time). If a timely objection is filed, the Debtors are authorized to seek an expedited hearing on not less than three (3) calendar days' notice. Absent any timely objection, the Court may approve the Stalking Horse Bid Protections and the designation of the Stalking Horse Bidder(s) without further hearing.

Credit Bid

• Any Qualified Bidder who has a valid and perfected lien on any portion of the applicable Sale Package (a "Secured Creditor") shall have the right to credit bid all or a portion of the value of such Secured Creditor's claims within the meaning of section 363(k) of the Bankruptcy Code, provided that a Secured Creditor may credit bid its claim only with respect to the collateral by which it is secured.
• Any secured creditor authorized to submit a credit bid (or its agent or designee) shall be deemed an Acceptable Bidder, shall be deemed to have submitted a Qualified Bid, and may participate in any Auction with respect to any assets constituting its collateral, provided the credit bid is submitted no later than the Bid Deadline.
• Secured Creditors shall not be permitted to credit bid at or after the Auction(s) unless they notify the Debtors at least one (1) calendar day before the commencement of the Auction(s) and relinquish their rights as a Consultation Party with respect to the evaluation and qualification of competing Bids for the Assets included in their Bid (or with respect to seeking and/or obtaining information about other Bids), unless and until such party unequivocally revokes its Bid and waives its right to continue in the bidding process; such Secured Creditor shall, however, remain a Consultation Party for other purposes set forth in the Bidding Procedures.
• Any credit bid made by a Secured Creditor will be deemed to be a cash Bid solely for purposes of the Debtors' evaluation of Bids.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to ten (10) percent of the aggregate purchase price of the Bid, to be held in an escrow account established by the Debtors. To the extent a Bid is modified at or prior to the Auction(s), the Acceptable Bidder must adjust its Good Faith Deposit so that it equals 10% of the increased aggregate purchase price no later than one (1) business day following the conclusion of the Auction(s).
• The Good Faith Deposit of the Successful Bidder will, upon consummation, become property of the Debtors' estates and be credited to the Purchase Price.
• If the Successful Bidder (or Back-Up Bidder, if applicable) fails to consummate its Bid, its Good Faith Deposit will be irrevocably forfeited to the Debtors as liquidated damages, in addition to any other rights, remedies, or causes of action available to the Debtors.
• Good Faith Deposits of unsuccessful Qualified Bidders (other than any Back-Up Bidder and any Stalking Horse Bidders) will be returned within five (5) business days after consummation of the applicable Sale Transaction or upon the permanent withdrawal of the proposed Sale Transaction.
• Good Faith Deposits of any Back-Up Bidder will be returned no later than five (5) business days after the Back-Up Termination Date.
• The return of any Good Faith Deposit of a Stalking Horse Bidder will be subject to the terms of such Stalking Horse Bidder's Plan or purchase agreement, as applicable.

Bid Requirements

• To participate in the bidding process, a Potential Bidder must deliver the following Preliminary Bid Documents to the Debtors and their advisors:
  • An executed Confidentiality Agreement in form and substance acceptable to the Debtors;
  • Identification of the Potential Bidder and any principals and representatives authorized to act on its behalf;
  • A statement of the Sale Package the Potential Bidder intends to acquire;
  • Sufficient information demonstrating the Potential Bidder has or can reasonably obtain the financial capacity to close the contemplated Sale; and
  • A statement detailing whether the Potential Bidder is partnering with any other interested party in connection with a potential joint Bid.
• To be deemed a Qualified Bid, a Bid must, among other requirements:
  • Clearly state the Sale Package and assets or equity sought to be purchased, the liabilities and obligations to be assumed (including any debt and cure costs), and any Executory Contracts and Unexpired Leases to be received by assignment;
  • Be accompanied by the 10% Good Faith Deposit;
  • Set forth the Purchase Price as a single point value in U.S. dollars on a cash-free, debt-free basis, identifying separately the cash and non-cash components, the allocation across the applicable Sale Package, and, if effected through a plan of reorganization, the proposed post-emergence debt obligations and liquidity position;
  • Specify with particularity the Bid's tax structure and proposed Sale Transaction structure;
  • Include evidence of committed financing or cash on hand sufficient to consummate the proposed Sale Transaction; such commitments must be unconditional and not subject to internal approvals, syndication, diligence, or credit committee approvals;
  • Include duly executed and non-contingent Bid Documents (a purchase agreement marked against the form provided by the Debtors, a schedule of contracts and leases to be rejected, other material documents, and a statement that the Bid is irrevocable until plan confirmation, including service as a Back-Up Bid);
  • Include a statement that, unless selected as a stalking horse bid, the Bid does not entitle the bidder to any break-up fee, termination fee, expense reimbursement, or similar payment, and a waiver of any substantial contribution administrative expense claim under section 503(b);
  • Confirm that the Acceptable Bidder will bear its own costs and expenses;
  • Describe the Acceptable Bidder's intentions with respect to the Debtors' management team and other employees, and any contemplated incentive plan;
  • Identify Executory Contracts and Unexpired Leases to be assumed or assumed and assigned, provide for the related Cure Payments, and demonstrate adequate assurance of future performance, accompanied by Adequate Assurance Information;
  • Contain no contingencies as to validity, effectiveness, or binding nature, including no due diligence, inspection, or financing contingencies, with all diligence completed before the Bid Deadline;
  • Fully disclose the identity of each entity participating in the Bid (including any equity owners or sponsors), evidence of corporate authority, contact information, and any business relationships, affiliations, or agreements with the Debtors or other potential bidders;
  • Include an "as-is, where-is" written acknowledgment;
  • Contain evidence that the Acceptable Bidder has obtained all necessary internal authorizations or approvals;
  • Acknowledge compliance with the Bidding Procedures, the Bidding Procedures Order, the Bankruptcy Code, and applicable non-bankruptcy law;
  • Include a written acknowledgment of no collusion;
  • Constitute a good faith, bona fide offer;
  • Provide that the Acceptable Bidder will serve as a Back-Up Bidder if its Bid is the next highest or otherwise best bid after the Successful Bid;
  • Set forth each regulatory and third-party approval required to consummate the Sale Transaction and the time period within which such approvals are expected;
  • State the expected Closing Date and demonstrate that the Bid is reasonably likely to be consummated within a time frame acceptable to the Debtors;
  • Agree to abide by the Bidding Procedures and not to reopen the Auction(s) after conclusion;
  • Submit to the jurisdiction of the Court and waive any right to a jury trial in connection with disputes relating to the Bidding Procedures, the Auction(s), the Sale(s), and related matters;
  • Indicate any allocation of value across Sale Packages or business segments; and
  • Identify with particularity each and every condition to closing, including the Executory Contracts and Unexpired Leases for which assumption and assignment is required.
• The Debtors are authorized to approve joint Bids in their reasonable business judgment on a case-by-case basis, provided the joint bid meets the Qualified Bid requirements.

Overbid

• At the Auction(s), the Debtors shall announce the Minimum Overbid by which any Overbid must increase in cash, cash equivalents, or such other consideration the Debtors may, in consultation with the DIP Lenders and in their reasonable business judgment, deem equivalent (including the right of a secured creditor to credit bid any remaining amount of its secured claims) over the previous bid.
• If the Debtors have entered into a Stalking Horse Agreement to which the Overbid relates, the Minimum Overbid shall also include the aggregate amount of Stalking Horse Bid Protections (including any Break-Up Fees and/or Expense Reimbursements) under such Stalking Horse Agreement.
• The Debtors may, in consultation with the DIP Lenders and in their reasonable business judgment, announce increases or reductions to the Minimum Overbid at any time during the Auction(s).
• Each successive Bid must contain a Purchase Price that exceeds the then-existing highest Bid by at least the amount of the Minimum Overbid.

Auction Details

• If the Debtors receive more than one Qualified Bid for the applicable Sale Package by the Bid Deadline, the Auction(s) will commence on June 15, 2026 at 10:00 a.m. (prevailing Eastern Time) at the offices of proposed counsel to the Debtors, Cole Schotz P.C., Court Plaza North, 25 Main Street, Hackensack, NJ 07601, or such other date or place as the Debtors may determine.
• If the Debtors do not receive a Qualified Bid (or combination of Qualified Bids) by the Bid Deadline, the Debtors reserve the right to cancel the Auction(s). If the Debtors receive only a single Qualified Bid (other than any Stalking Horse Bid), or if the only Qualified Bid received is a credit bid, the Auction(s) will not occur, and such Stalking Horse Bid or Qualified Bid will be deemed the Successful Bid for the Assets to which it relates.
• Within two (2) business days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Auction Notice on all parties that received notice of the Motion and post it on the website of the Debtors' claims and noticing agent at https://restructuring.ra.kroll.com/Freshrealm. The Auction Notice will also be published, with any modifications necessary for ease of publication, on one occasion in The New York Times (National Edition) and/or another national publication reasonably acceptable to the Debtors.
• Written notice of the date, time, and place of the Auction(s) will be sent to the Qualified Bidders and the U.S. Trustee no later than two (2) business days before the Auction(s), and posted on the noticing agent's website.
• Only the Debtors, the Qualified Bidders, the U.S. Trustee, and any other parties as the Debtors may determine in their reasonable discretion (with their representatives and advisors) shall be entitled to participate in the Auction(s); only Qualified Bidders may make Overbids. Any party in interest will be permitted to attend the Auction(s).
• Auction Procedures include, among other things:
  • Bidding shall begin with the Starting Bid;
  • Each Qualified Bidder will be permitted a reasonable time to respond to previous bids; failure to respond and submit successive bid(s) will result in disqualification (unless the Debtors determine otherwise);
  • After each Overbid, the Debtors shall promptly inform each Qualified Bidder of the terms of previous bids and which Overbid(s) reflect, in the Debtors' view, the highest or otherwise best bid;
  • To remain eligible, in each round of bidding, each Qualified Bidder must submit an Overbid; failure to do so will result in disqualification;
  • The Auction(s) will be transcribed; and
  • Each Qualified Bidder will be required to confirm on the record that it has not engaged, and will not engage, in any collusion.
• The Auction(s) shall continue until the Debtors determine, in their reasonable business judgment and in consultation with the Consultation Parties, that there is a Successful Bid (or combination thereof) and that further bidding is unlikely to result in a different Successful Bid acceptable to the Debtors.
• The Debtors will file notice of the Successful Bid and Successful Bidder with the Court within two (2) days after conclusion of the Auction(s). If the Debtors determine not to conduct the Auction(s), they shall file notice of such determination within one (1) business day.
• Pursuant to Local Rule 6004-2: each bidder will be required to confirm it has not engaged in bad faith or collusion; the Auction(s) shall be conducted openly and all parties in interest will be permitted to attend; and the bidding will be documented, recorded, or videotaped.

Assumption and Assignment

• Any Sale Transaction will contemplate the assumption and assignment of Executory Contracts and Unexpired Leases (the "Assumed Contracts") to the Successful Bidder.
• As soon as reasonably practicable upon entry of the Order, the Debtors shall file and serve via first-class mail an Assumption Notice on the Contract or Lease Counterparties, identifying, to the extent applicable, (i) the title of the Executory Contract or Unexpired Lease, (ii) the name of the Contract or Lease Counterparty, (iii) the Debtors' good faith estimates of the Cure Payments, if any, and (iv) the Sale Objection Deadline.
• Payment of the applicable Cure Payments by the Debtors and/or the Successful Bidder, together with the assumption and assignment of the Executory Contract or Unexpired Lease, shall (i) effect a cure of all defaults thereunder, (ii) compensate for any actual pecuniary loss resulting from such default, and (iii) constitute adequate assurance of future performance.
• The Debtors may file Supplemental Assumption Notices to (i) identify additional Executory Contracts or Unexpired Leases that may be assumed by and assigned to the Successful Bidder, (ii) remove any from the list, and/or (iii) modify previously stated Cure Payments. Except as otherwise provided in any purchase agreement, the Debtors (in consultation with the Successful Bidder) may designate additional Executory Contracts and Unexpired Leases to be assumed and assigned, or remove items from the list, up to two (2) business days prior to Closing.
• Objections to the proposed assumption and assignment or related Cure Payments must be in writing, comply with the Bankruptcy Rules and Local Rules, state with specificity the nature of the objection (and, if applicable, the alleged correct Cure Payment with supporting documentation), and be filed and served so as to be actually received no later than 4:00 p.m. (prevailing Eastern Time) on the date that is ten (10) calendar days after service of the Assumption Notice or the deadline set forth in a Supplemental Assumption Notice, as applicable.
• If the Debtors and a Contract or Lease Counterparty cannot resolve a Cure Payment objection, the Executory Contract or Unexpired Lease may be assumed by the Debtors and assigned to the Successful Bidder, provided the Debtors segregate the asserted Cure Payment pending resolution.
• Any party failing to timely object will be deemed to consent to (a) the proposed Cure Payment, (b) the assumption and assignment, (c) the related relief in the Motion, and (d) the applicable Sale Transaction.

Sale Free and Clear & Successor Liability

• The Debtors seek authority to convey the Assets to the Successful Bidder free and clear of all Encumbrances pursuant to section 363(f) of the Bankruptcy Code, with any such Encumbrances to attach to the proceeds of the applicable Sale Transaction (other than with respect to any interests that may be assumed liabilities under the applicable purchase agreement).
• The Debtors submit that any interest in the Assets that is not an assumed liability satisfies or will satisfy at least one of the five conditions of section 363(f), and any such interest will be adequately protected by either being paid in full at Closing or by attaching to the net proceeds of the Sale Transaction(s), subject to any claims and defenses the Debtors may possess.
• Any party failing to timely file an objection by the Sale Objection Deadline shall be barred from asserting any objection to the Sale Transaction(s), including the transfer of the applicable Sale Package free and clear of all liens, claims, interests, and encumbrances, and shall be deemed to "consent" for purposes of section 363(f).

Consultation Parties

• The Debtors shall not amend the Bidding Procedures or the bidding process to modify their obligations to consult with the DIP Lenders as Consultation Parties without the consent of such parties or further order of the Court.
• Any extension of the deadlines set forth in the Bidding Procedures that breaches a Milestone set forth in the Interim DIP Order shall require the consent of the DIP Lenders.
• Without the consent of the DIP Lenders or further order of the Court, the Debtors shall not adopt new rules, procedures, or deadlines, or otherwise modify the Bidding Procedures Order or the Bidding Procedures in a manner that alters, limits, or imposes additional burdens on the rights of the DIP Lenders.

Post-Closing Arrangements

• To maximize the value received for the Sale Package, the Debtors seek to close any Sale Transaction as soon as possible and request that any Sale Order be effective immediately upon its entry by waiving the fourteen-day stay periods under Bankruptcy Rules 6004(h) and 6006(d).

Key Dates

• Petition Date: April 27, 2026
• Stalking Horse Bidder / Stalking Horse Agreement Deadline: May 29, 2026, at 4:00 p.m. (prevailing Eastern Time) (deadline to file and serve the Stalking Horse Notice in the event the Debtors enter into a Stalking Horse Agreement)
• Bid Deadline: June 10, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Auction(s) (if needed): June 15, 2026, at 10:00 a.m. (prevailing Eastern Time), at Cole Schotz P.C., Court Plaza North, 25 Main Street, Hackensack, NJ 07601
• Sale Objection Deadline: June 16, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Objection Reply Deadline: June 17, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Hearing: June 18, 2026, at 10:00 a.m. (prevailing Eastern Time)
• Notice(s) of Successful Bidder: Within two (2) days of the conclusion of the Auction(s)

Sale Order and Membership Interest Purchase Agreement (MIPA) Summary

Parties Involved

• Seller: FreshRealm, Inc., a Delaware corporation and one of the Debtors, whose principal place of business is located at 901 W. Linden Ave., Linden, NJ 07036.
• Buyer: Zuffa, LLC, a Nevada limited liability company (d/b/a UFC).
• The Debtors in these jointly administered chapter 11 cases are FreshRealm, Inc.; FreshRealm Holdings, Inc.; IHEC, LLC; FreshRealm HR, LLC; and FreshRealm Texas, L.L.C.
• The UFC is not an "insider" or "affiliate" of the Debtors, as those terms are defined in the Bankruptcy Code, and no common identity of incorporators, directors, or controlling stockholders existed between the UFC and the Debtors.

Assets Being Sold

• The Seller owns 500,000 Class A Common Units (the "Membership Interests") of FreshRealm Ignite, LLC, a Delaware limited liability company (the "Company"), representing 50% of the outstanding membership interests of the Company.
• The Seller wishes to sell, and the Buyer wishes to purchase, all of the Seller's right, title, and interest in and to the Membership Interests (the "Transaction"), including all of the Seller's rights as a member of the Company to its share of profits and losses, cash flow, proceeds from sale or liquidation and winding up, distributions, capital gains and losses, and capital.
  • Upon consummation, the Buyer will own and hold one hundred percent (100%) of the membership interests of the Company free and clear of any Encumbrance.
• Immediately following the sale, the Seller shall withdraw as a member of the Company and cease to have or exercise any right or power as a member, and the Buyer shall be the sole member of the Company.
• The Agreement and the sale thereunder are to be effected pursuant to sections 105, 363, and 365 of the Bankruptcy Code, subject to approval by the Bankruptcy Court.

Purchase Price

• The aggregate purchase price for the Membership Interests is $1,500,000, payable by the Buyer to the Seller at Closing in cash, by wire transfer of immediately available funds in accordance with the Seller's wire transfer instructions.

Sale Free and Clear

• Pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code and Bankruptcy Rule 9019, the Debtors are authorized to consummate the Transaction free and clear of any and all liens, security interests, pledges, charges, defects, or similar encumbrances (the "Encumbrances"), with any such liens, claims, interests, and Encumbrances to attach to the proceeds of the sale in the order of their priority, with the same force, effect, and validity that they had immediately prior to entry of the Order, subject to any rights, claims, or defenses the Debtors may have with respect thereto.
• The Seller is the sole legal, beneficial, record, and equitable owner of the Membership Interests, free and clear of all Encumbrances other than the LLC Agreement, except for the Encumbrances arising under the final DIP financing and cash collateral order entered in the Bankruptcy Case, which shall be released upon closing of the Transaction.
• All persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with the Debtors' ability to transfer the Membership Interests to the UFC, and all creditors holding claims relating to the Membership Interests are forever barred, estopped, and permanently enjoined from asserting such claims against the UFC and its property.
• The provisions authorizing the sale free and clear are self-executing, and neither the Debtors nor the UFC is required to execute or file releases, termination statements, assignments, consents, or other instruments to effectuate the Order.
  • On and after the Closing Date, the Debtors' applicable creditors are authorized and directed to execute such documents and take all actions reasonably necessary to release their liens, if any, in the Membership Interests.
  • If a lienholder fails to deliver termination statements, releases, or instruments of satisfaction before closing, the Debtors and the UFC are authorized to execute and file such instruments on the party's behalf, and a certified copy of the Order, once recorded, shall constitute conclusive evidence of the release of all liens against the Membership Interests.

Successor Liability

• The UFC shall not be deemed a legal successor to the Debtors (other than with respect to the Membership Interests), and there is no continuity, no common identity, and no continuity of enterprise between the UFC and any of its affiliates and the Debtors.
• The Transaction does not amount to a consolidation, merger, or de facto merger of the UFC and any of its affiliates or any or all of the Debtors.
• The UFC will not assume or in any way be responsible for any obligation or liability of the Debtors.

Good Faith Purchaser

• The UFC is deemed to be a good faith purchaser and assignee of the Membership Interests. The MIPA was negotiated, proposed, and entered into by the Debtors and the UFC in good faith, from arm's-length bargaining positions.
• Pursuant to section 363(m) of the Bankruptcy Code, any reversal or modification of the Order on appeal shall not affect the validity of the sale of the Membership Interests.
• Neither the Debtors nor the UFC has engaged in any action or inaction that would cause or permit the Proposed Sale to be avoided, or costs or damages to be imposed, under section 363(n) of the Bankruptcy Code. The consideration provided by the UFC is fair and reasonable.

Mutual Releases

• The releases set forth in Article V of the MIPA are expressly approved and incorporated into the Order by reference.
• Release by Seller: Effective as of the Closing, the Seller (on behalf of itself, its debtor and non-debtor subsidiaries and affiliates, and other Seller Releasing Parties) irrevocably and unconditionally releases the Buyer, the Company, and their respective related parties (the "Buyer Released Parties") from any and all Claims arising out of or related to the JV Agreements, the LLC Agreement, the Membership Interests, or the formation, organization, capitalization, management, or operation of the Company prior to the Closing Date.
• Release by Buyer: Effective as of the Closing, the Buyer (on behalf of itself and the Company) irrevocably and unconditionally releases the Debtors, their non-debtor subsidiaries and affiliates, and their respective related parties (the "Seller Released Parties") from any and all Claims arising out of or related to the JV Agreements, the LLC Agreement, the Membership Interests, or the formation, organization, capitalization, management, or operation of the Company prior to the Closing Date.
  • Neither release applies to Claims arising out of or related to the rights or obligations of any party under the Agreement or any agreement entered into in connection therewith, including the Bill of Sale between the Seller and the Buyer dated as of June 26, 2026.
• Covenant Not to Sue: Each Releasing Party irrevocably agrees to refrain from asserting, commencing, or instituting any action, suit, or proceeding against any Released Party based upon any released Claim.

Rejection of Executory Contracts

• The JV Contracts (other than the JV LLCA) are deemed rejected and terminated effective as of the Rejection Date (June 26, 2026).
• The JV LLCA is deemed rejected, but not terminated, effective as of the Closing, and shall otherwise remain in full force and effect in accordance with its terms; provided that the Debtors and their estates shall have no rights or obligations under the JV LLCA following the Closing.
  • Effective as of the Closing, the UFC, as sole member of FreshRealm Ignite, shall have the right to amend, restate, or replace the JV LLCA in its entirety without the consent, approval, or participation of the Debtors, any FreshRealm Manager, or any other person formerly designated by or on behalf of the Debtors, and any provisions of the JV LLCA requiring the approval, consent, or participation of a FreshRealm Manager for board action, quorum, or amendment shall not restrict or impair the UFC's exercise of such right.
• The Debtors shall not be liable for any administrative expenses arising after the Rejection Date with respect to the JV Contracts, and neither the Debtors, the UFC, FreshRealm Ignite, nor any of their affiliates shall have any liability or obligation under any JV Contract after the Rejection Date (other than the UFC or FreshRealm Ignite as to the JV LLCA, to the extent it remains in effect).
• Nothing in the Order prejudices the Debtors' rights to argue that any rejection damages claim is limited to the remedies available under any applicable termination provision, or that any such claim is the obligation of a third party rather than the Debtors or their estates.
• Claims arising out of the rejection of the JV Contracts must be filed on or before the later of (i) the applicable proof of claim bar date in these cases, if any, and (ii) thirty days after the date of entry of the Order. If no proof of claim is timely filed, the UFC shall be forever barred from asserting a rejection damages claim.

Insurance

• From and after the Closing Date, to the extent any of the Seller's or its affiliates' insurance policies benefiting the Company (the "Insurance Policies") remain in effect, the Company shall continue to have the benefit of any (i) "occurrence basis" policy covering claims for acts, omissions, and events occurring prior to the Closing and (ii) "claims made basis" policy for claims noticed to the insurers prior to the Closing.
• The Company shall be permitted to submit, access, retain, seek coverage for, manage, negotiate, and settle any such claims in its sole discretion, without any consent or other action on the part of the Seller or its affiliates.
• The Seller represents and warrants that, as of the date of the Agreement, all premiums under the Insurance Policies have been fully paid.

Representations and Warranties

• The Seller represents and warrants that its statements are true and correct as of the date of the Agreement and as of the Closing, including that it is a corporation duly organized, validly existing, and in good standing under Delaware law.
  • Except for the Bankruptcy Case, there is no Action pending or, to the Seller's knowledge, threatened relating to the Membership Interests or the Company, or that challenges or seeks to delay the Transaction (subject to a material adverse effect qualifier).
  • Other than the Company's organizational documents, there are no voting trusts, proxies, or other agreements in effect with respect to the voting or transfer of the Membership Interests.
  • No broker, finder, or investment banker is entitled to any fee or commission based upon arrangements made by or on behalf of the Seller.
• The Buyer represents and warrants that its statements are true and correct as of the date of the Agreement, including that it is a limited liability company duly organized, validly existing, and in good standing under Nevada law.
  • There is no Action pending or, to the Buyer's knowledge, threatened that challenges or seeks to delay the Transaction (subject to a material adverse effect qualifier).
  • No broker, finder, or investment banker is entitled to any fee or commission based upon arrangements made by or on behalf of the Buyer.

Closing Deliveries

• At the Closing, the Seller shall deliver to the Buyer:
  • Copies of the resignation(s) of the Seller's representatives, if any, serving on the Company's Board of Managers or as an officer of the Company;
  • The Sale Order, which shall, among other things, (i) approve the Agreement and authorize and direct the Seller to consummate the sale free and clear of all Encumbrances pursuant to sections 105, 363, and 365 of the Bankruptcy Code, (ii) contain a finding that the Buyer is a "good faith" purchaser under section 363(m), (iii) not have been reversed, stayed, modified, or amended in any material respect, and (iv) be in full force and effect as of the Closing Date; and
  • An IRS Form W-9 of the Seller.
• At the Closing, the Buyer shall deliver the Purchase Price to the Seller.

Tax Matters

• The Transaction will result in the Buyer owning one hundred percent (100%) of the outstanding equity interests of the Company and will be treated for U.S. federal income tax purposes (i) with respect to the Buyer, as if the Company made a liquidating distribution of its assets to the Buyer and the Seller followed by the Buyer's acquisition of the assets deemed distributed to the Seller, and (ii) with respect to the Seller, as the sale of a partnership interest described in Section 741 of the Code, in each case in accordance with Revenue Ruling 99-6, Situation 1.
• The Seller will be responsible for any tax consequences associated with its ownership of the Membership Interests through the Closing Date.
• The Buyer shall be entitled to control the preparation and filing of any tax returns of the Company arising after the Closing (including for any pre-Closing tax period), and amounts treated as consideration for the Membership Interests shall be allocated among the Company's assets as determined by the Buyer, acting reasonably and in good faith.

Name Change

• The Seller consents to the Buyer's right to change the legal name of the Company from "FreshRealm Ignite, LLC" to "UFC Ignite, LLC" (or such other name as the Buyer may determine in its sole discretion) at any time on or after the Closing Date.
• The Seller shall cooperate and take all actions reasonably necessary to effectuate the name change, with all associated costs and expenses—including filing fees and legal fees—borne solely by the Buyer.

Bankruptcy Court Approval

• On or before June 26, 2026, the Seller was to file a motion with the Bankruptcy Court seeking entry of an Order (the "Sale Order") approving the Agreement and the consummation of the sale.
• The Seller and the Buyer shall use their respective commercially reasonable efforts to obtain entry of the Sale Order and consummate the Transaction as promptly as practicable.
• The Buyer shall promptly take all actions reasonably requested by the Seller to assist in obtaining the Sale Order, including furnishing affidavits, financial information, and other documents and making its employees and advisors available to testify, among other things, to demonstrate that the Buyer is a "good faith" purchaser under section 363(m) of the Bankruptcy Code.

Transition and Miscellaneous

• Each party shall bear its own costs and expenses incurred in connection with the Agreement and the Transaction; the Seller will be solely responsible for all fees and expenses incurred by the Seller and its affiliates in connection with the Transaction and the Bankruptcy Case.
• Promptly following the Closing, and in any event within five business days thereafter, the Seller shall cooperate with the Buyer and take all actions reasonably necessary to transition control of the Company's operating, bank, and financial accounts (the "Company Accounts") to the Buyer or its designees.
• The Agreement is governed by the internal laws of the State of Delaware. Each party irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court and, to the extent the Bankruptcy Court lacks or declines jurisdiction, the U.S. District Court for the District of Delaware. The parties waive any right to a jury trial and agree that the parties shall be entitled to specific performance.
• To the extent of any conflict between the terms of the Order and the MIPA, the terms of the Order shall control. The Order is a final and appealable order, is immediately enforceable and effective upon entry, and provides cause to lift the stay under Bankruptcy Rule 6004(h). The Court retains jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the Order.

Key Dates

• Petition Date: April 27, 2026
• MIPA Execution Date / Rejection Date of JV Contracts: June 26, 2026
• Sale Order Entered: July 17, 2026
• Closing Date: Within five (5) days of entry of the Sale Order
• Rejection Damages Claim Deadline: The later of (i) the applicable proof of claim bar date in these cases, if any, and (ii) thirty (30) days after the date of entry of the Order