Freshrealm Inc - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• FreshRealm, Inc., as DIP Borrower
• FreshRealm Holdings, Inc. (the "Parent") and each subsidiary of the Parent that is a Debtor (other than the DIP Borrower and FreshRealm Texas, LLC), as DIP Guarantors
  • The DIP Guarantors are authorized and directed to jointly, severally, and unconditionally guarantee, in full, all of the DIP Obligations of the DIP Borrower
• The Debtors in these chapter 11 cases are FreshRealm, Inc.; FreshRealm Holdings, Inc.; IHEC, LLC; FreshRealm HR LLC; and FreshRealm Texas, LLC

Agent / Lender(s)

• BGC Lender Rep LLC, as administrative agent and collateral agent for the DIP Lenders (the "DIP Agent"), under a Super-Priority Senior Secured Debtor-In-Possession Credit and Guaranty Agreement dated as of June 1, 2026
• The various lenders party thereto, as DIP Lenders
• Prepetition agents:
  • BGC Lender Rep LLC, FSB, as administrative agent and collateral agent under the First Lien Credit Agreement (the "First Lien Agent")
  • Faranord (US) III Pte Ltd, as administrative agent and collateral agent under the Second Lien Credit Agreement (the "Second Lien Agent")

DIP Commitments

• Superpriority senior secured multiple draw term loan credit facility (the "DIP Facility") in the maximum aggregate principal amount of $63,000,000, comprised of:
  • New Money DIP Loans, consisting of:
    • $15,000,000 in Post-Petition New Money DIP Commitments
      • $10,000,000 made available to the DIP Borrower on the date of the interim order
      • $5,000,000 made available upon entry of the final order
    • $3,000,000 in prepetition protective advances rolled up into the DIP Facility and deemed converted into New Money DIP Loans upon entry of the interim order, consisting of:
      • $1,800,000 BGC Protective Advance, provided to FreshRealm, Inc. on April 14, 2026
      • $1,200,000 FaraNord Protective Advance, provided to FreshRealm, Inc. on April 15, 2026
  • $38,000,000 roll-up of prepetition term loan obligations on a dollar-for-dollar basis, consisting of:
    • $22,800,000 of term loans outstanding under the First Lien Credit Agreement (the "BGC Roll-Up DIP Loans")
    • $15,200,000 of term loans outstanding under the Second Lien Credit Agreement (the "FaraNord Roll-Up DIP Loans")
    • Effected in two tranches:
      • Interim Roll-Up: up to $30,000,000 ($18,000,000 of First Lien Loan Obligations and $12,000,000 of Second Lien Loan Obligations), effective upon funding of the DIP Lenders' respective portions of the first $10,000,000 of New Money DIP Loans
      • Final Roll-Up: up to $8,000,000 ($4,800,000 of First Lien Loan Obligations and $3,200,000 of Second Lien Loan Obligations), effective upon entry of the final order and funding of the DIP Lenders' respective portions of the second $5,000,000 of New Money DIP Loans
• On a final basis, the Debtors are authorized to borrow up to an aggregate principal amount of $43,000,000 in DIP Loans, inclusive of the Roll-Up DIP Loans
• The amount of the Roll-Up Obligations shall occur in equal amounts based upon the amount drawn on the New Money DIP Loans
• All New Money DIP Loans shall be pari passu in right of payment and security; the Roll-Up DIP Loans shall be subordinated in right of payment and security to the New Money DIP Loans
• The Prepetition Secured Parties would not otherwise consent to the use of their Cash Collateral, and the DIP Agent and DIP Lenders would not provide the DIP Facility, without approval of the Roll-Up; the Roll-Up Obligations are deemed consideration solely on account of the agreement of the Prepetition Secured Parties to fund amounts under the DIP Facility and not as adequate protection
• No DIP Lender shall have any obligation to make any DIP Loan unless all conditions precedent under the applicable DIP Documents have been satisfied in full or waived

Cash Collateral

• All of the Debtors' cash, including any amounts on deposit or maintained in any banking, checking, or other deposit accounts, any amounts generated by the collection of accounts receivable or other disposition of the Prepetition Collateral existing as of the Petition Date or deposited after the Petition Date, and the proceeds of any of the foregoing, constituting the Prepetition Secured Parties' cash collateral within the meaning of section 363(a) of the Bankruptcy Code
• Holders constituting Required Lenders have consented, or are deemed to consent, to the continued use of Cash Collateral on the terms set forth in the DIP Orders
• The Debtors are authorized to use Cash Collateral solely for the purposes set forth in the DIP Orders and solely in accordance with the Approved DIP Budget (subject to Permitted Budget Variances), from the date of the interim order through the date of termination of the DIP Credit Agreement

Fees

• The DIP Borrower is authorized to pay the Agent Fees (as defined in the DIP Credit Agreement) upon entry of the final order
• Non-refundable payment of the fees referred to in the DIP Documents, including all fees and other amounts owed to the DIP Agent and the DIP Lenders, together with all reasonable and documented costs and expenses, including the reasonable and documented fees and expenses of the Lender Professionals' legal counsel (Herbert Smith Freehills Kramer (US) LLP, Sills Cummis & Gross P.C., and Kirkland & Ellis LLP) and financial advisors, paid on a monthly basis and not subject to Court approval
• The Debtors are also authorized to pay other amounts described in the DIP Documents, including backstop, fronting, closing, arrangement, or commitment payments, administrative agent's fees, collateral agent's fees, escrow agent's fees, and field examination and appraisal fees

Maturity / Termination

• Following the Termination Date and the expiration of the Remedies Notice Period:
  • All DIP Obligations shall be immediately due and payable, all Post-Petition New Money Commitments will terminate, and the Carve Out Reserves shall be funded
  • All authority to use Cash Collateral shall cease; provided that, during the Remedies Notice Period, the Debtors may use Cash Collateral solely to pay payroll and other expenses critical to the administration of the estates in accordance with the Approved DIP Budget
  • The DIP Secured Parties shall otherwise be entitled to exercise their rights and remedies under the DIP Documents
• The Termination Date is the date on which a Termination Declaration is delivered; the Remedies Notice Period is the five business days following delivery of a Termination Declaration

Events of Default

• The occurrence of any of the following, unless waived by the applicable Required DIP Lenders:
  • The failure of the Debtors to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligations under the DIP Orders, not cured (to the extent capable of cure) within three calendar days of written notice by the DIP Agent
  • The failure of the Debtors to comply with any of the Required Milestones, unless waived or extended by the applicable Required DIP Lenders
  • The occurrence of an "Event of Default" under the DIP Credit Agreement
• The applicable Required DIP Lenders shall provide written notice of any Event of Default to the Debtors, the Committee, the non-notifying DIP Agent, and the U.S. Trustee, for informational purposes only and not as a prerequisite to the occurrence of an Event of Default

Milestones

• The Petition Date was April 27, 2026. The Required Milestones include:
  • No later than the Petition Date: file and serve the Settlement Motion (pursuant to Bankruptcy Rule 9019) to compromise and settle certain claims by and between the Borrower and Blue Apron
  • No later than two business days after the Petition Date: entry of the Interim DIP Order
  • No later than 10 days after the Petition Date: file the Sale Motion to sell all of the Debtors' assets not subject to the 9019 settlement pursuant to section 363
  • No later than 31 days after the Petition Date: entry of the Bidding Procedures Order
  • No later than 36 days after the Petition Date: entry of the Final DIP Order
  • No later than 36 days after the Petition Date: entry of the Settlement Order
  • No later than 60 days after entry of the Interim DIP Order: expiration of the period to challenge the DIP Lenders' prepetition liens or claims
  • No later than 75 days after the Petition Date: entry of an order approving the Sale
  • No later than 90 days after the Petition Date: consummation of the Sale
  • No later than the later of 30 days after consummation of the Sale or completion of the transition services under the Settlement Order: consummation of a liquidating chapter 11 plan that is an Acceptable Plan
• The extension of any Required Milestone is subject to the consent of the DIP Lenders in their sole and absolute discretion

Carve Out

• The Carve Out means the sum of:
  • All fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. § 1930(a), plus interest at the statutory rate
  • Up to $50,000 in fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code
  • Allowed Professional Fees of the Estate Professionals (Debtor Professionals and Committee Professionals) incurred through delivery of a Carve Out Trigger Notice, up to the amounts included in the Approved Budget
  • Post-Carve Out Trigger Notice Cap: up to $375,000 of Allowed Professional Fees of Estate Professionals incurred after the first business day following delivery of the Carve Out Trigger Notice
  • Contingent Amount Cap: an amount not to exceed $3,000,000 to satisfy the Debtors' statutory employee severance obligations under New Jersey law
• None of the DIP Agent, the DIP Lenders, or the Prepetition Secured Parties shall be responsible for the payment or reimbursement of any professional fees or expenses, or any fees of the U.S. Trustee or Clerk of the Court

Use of Proceeds

• Proceeds of the DIP Loans and the Prepetition Collateral (including Cash Collateral) are to be used solely in accordance with the Approved DIP Budget (subject to Permitted Budget Variances) to:
  • Effectuate the roll-up of the Roll-Up DIP Loans
  • Provide working capital for, and other general corporate purposes of, the Debtors and certain of the Debtors' subsidiaries
  • Fund the Carve Out
  • Pay any Adequate Protection Payments
• None of the DIP Facility, the DIP Collateral, the Prepetition Collateral (including Cash Collateral), or the Carve Out may be used to investigate, challenge, or pursue claims against the DIP Secured Parties or the Prepetition Secured Parties, except that up to $100,000 in the aggregate may be used by the Committee solely to investigate (and not to prosecute or seek standing to prosecute) potential challenges within the Challenge Period

Credit Bid

• The DIP Agent and the DIP Lenders, and (subject to the rights of parties in interest set forth in paragraph 12) the Prepetition Secured Parties, shall have the right to credit bid, pursuant to section 363(k) of the Bankruptcy Code, the DIP Loans and the Prepetition Loans, in whole or in part, in connection with any sale or disposition of the Debtors' assets
• No Roll-Up DIP Loans may be credit bid unless the proposed transaction indefeasibly repays the New Money DIP Loans or the DIP Lenders holding a majority of the then-outstanding New Money DIP Loans otherwise consent

Avoidance Actions

• The DIP Liens attach to all proceeds and property recovered in respect of Avoidance Actions as part of the Previously Unencumbered Property
• An individual DIP Lender shall not receive a lien on any proceeds or property recovered in respect of an Avoidance Action against itself
• Solely as to the DIP Obligations, the DIP Secured Parties shall use good faith commercially reasonable efforts to first seek recovery from DIP Collateral other than the Residual Collateral (the proceeds of avoidance actions, commercial tort claims, and actions against directors and officers)

Challenge Period and Budget

• The deadline to bring a Challenge is the earlier of:
  • For all parties other than the Committee: (i) the date of confirmation of the Debtors' chapter 11 plan of reorganization, or (ii) 60 calendar days after entry of the Interim Order
  • For the Committee: (i) the date of confirmation of the Debtors' chapter 11 plan of reorganization, or (ii) July 13, 2026
• No more than $100,000 of the proceeds of the DIP Facility, the DIP Collateral, or the Prepetition Collateral (including Cash Collateral), in the aggregate, may be used by the Committee solely to investigate, and not to prosecute or seek standing to prosecute, claims against the Prepetition Secured Parties within the Challenge Period

Securities and Priorities

• All DIP Obligations constitute allowed superpriority administrative expense claims against each of the Debtors' estates (the "DIP Superpriority Claims") pursuant to section 364(c)(1), with priority over any and all administrative expenses, adequate protection claims, diminution claims, and all other claims, subject and subordinate only to the Carve Out
• As security for the DIP Obligations, the DIP Agent (for the benefit of the DIP Secured Parties) is granted automatically perfected DIP Liens on all DIP Collateral, subject only to the Prior Senior Liens and the Carve Out, with the following priorities:
  • First priority senior security interest in and lien upon all unencumbered property of the Debtors (the "Previously Unencumbered Property"), including all proceeds and property recovered in respect of Avoidance Actions, pursuant to section 364(c)(2)
  • First priority senior priming security interest in and lien upon all property of the Debtors that was subject to the Prepetition Liens, including the Prepetition Collateral and Cash Collateral, pursuant to section 364(d)(1)
  • Security interest in and lien upon all prepetition and post-petition property of the Debtors immediately junior only to the Prior Senior Liens, pursuant to section 364(c)(3)
• Solely as to the DIP Obligations, the DIP Secured Parties shall use good faith commercially reasonable efforts to first seek recovery from DIP Collateral other than the Residual Collateral
• The DIP Obligations shall be repaid from proceeds of Collateral in accordance with the priorities set forth in the DIP Term Sheet and the DIP Credit Agreement
• Excluded from the DIP Collateral:
  • The Operating Account and Backstop Account (as defined in the Transition Services Agreement dated April 27, 2026 between Misfits Market, Inc. and FreshRealm, LLC), and any cash deposited or held therein, subject to entry of the Settlement Order
  • The CSC Equipment owned by CSC Leasing Co. and leased to FreshRealm, Inc. under the CSC Lease Documents, and proceeds therefrom (including related casualty insurance proceeds)

Adequate Protection

Prepetition Secured Parties

• Adequate Protection Liens: additional and replacement, automatically perfected postpetition liens on all DIP Collateral and all proceeds or property recovered from Avoidance Actions, as security for any Diminution in Value, subordinate only to the Carve Out, the DIP Liens, and the Prior Senior Liens, and otherwise senior to all other security interests in the DIP Collateral
  • An individual Prepetition Secured Party shall not receive a lien on any proceeds or property recovered from an Avoidance Action against itself
• Adequate Protection Superpriority Claims: allowed administrative expense claims to the extent of any Diminution in Value, junior to the Carve Out and the DIP Superpriority Claims
• Adequate Protection Payments:
  • Adequate Protection PIK Interest: interest accruing under the Prepetition Loan Documents at the respective applicable rates, paid in kind by capitalizing it and adding it to the balance of the Prepetition Loans, with the Prepetition Lenders reserving their rights to assert default interest in connection with confirmation of a plan
  • Adequate Protection Fees: reasonable and documented fees and expenses of the Prepetition Secured Parties incurred after the Petition Date
• Other covenants: the Debtors shall maintain their cash management arrangements consistent with the Cash Management Order, and shall comply with all reporting requirements set forth in the DIP Documents, the DIP Term Sheet, and the DIP Credit Agreement
• The order is without prejudice to the Prepetition Secured Parties' right to seek further or alternative forms of adequate protection

Waivers

• Subject to entry of the final order, and in light of the Prepetition Secured Parties' agreement to subordinate their liens and superpriority claims to the DIP Obligations and the Carve Out:
  • Section 506(c): waiver of the Debtors' and the estates' right to surcharge against the Prepetition Collateral or the DIP Collateral
  • Section 552(b): the "equities of the case" exception shall not apply with respect to the proceeds, products, offspring, or profits of any Prepetition Collateral or DIP Collateral
  • The equitable doctrine of marshalling shall not apply to the DIP Secured Parties, the First Lien Secured Parties, or the Second Lien Secured Parties with respect to any of the DIP Collateral or the Prepetition Collateral
• No expenses of administration of these Cases shall be charged against or recovered from the DIP Collateral or the Prepetition Collateral (except to the extent of the Carve Out), or the DIP Secured Parties or the Prepetition Secured Parties, without their prior written consent

Permitted Variance

• During each Budget Period, Permitted Budget Variances are tested on a cumulative/aggregate basis over the following Testing Periods:
  • Actual Disbursements, measured over a two-week period, shall not be more than 115% of the projected disbursements set forth in the Approved DIP Budget
  • Actual Receipts, measured over a four-week period, shall not be less than 85% of the projected receipts set forth in the Approved DIP Budget
• For purposes of Permitted Budget Variances testing, amounts listed for "Professional Fees" and "Asset Sale Proceeds" are excluded
• A "Budget Period" means each four-week period set forth in the Approved DIP Budget, with the first Budget Period being the four-week period ending May 22, 2026