FreshRealm - Chapter 11 Plan Terms

Plan Terms

Overview

• FreshRealm, Inc. and its debtor affiliates — FreshRealm Holdings, Inc. (“Parent”), FreshRealm HR, LLC, FreshRealm Texas, LLC, and IHEC, LLC (collectively, the “Debtors”) — filed a Joint Chapter 11 Plan on July 27, 2026, proposing a liquidating structure to resolve outstanding claims against, and equity interests in, the Debtors.
  • FreshRealm Holdings, Inc. and certain of its subsidiaries commenced the Chapter 11 Cases on April 27, 2026 (the “Petition Date”) in the U.S. Bankruptcy Court for the District of New Jersey, where the cases are consolidated for procedural purposes only and jointly administered.
  • The U.S. Trustee appointed the statutory committee of unsecured creditors (the “Committee”) on May 14, 2026 [Docket No. 118].
  • Kroll Restructuring Administration LLC serves as claims and noticing agent.
• The Plan constitutes a separate chapter 11 plan for each Debtor, and each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code.
  • The Plan does not provide for substantive consolidation of the Debtors except for limited purposes; entry of the Confirmation Order will approve, pursuant to section 105(a) and effective as of the Effective Date, the limited consolidation of the Debtors and their estates solely for voting, confirmation, and distribution purposes.
    • Other than for purposes related to funding distributions, the limited consolidation does not affect (a) the legal and organizational structure of the Debtors, (b) defenses to any Causes of Action or any third party's requirement to establish mutuality to assert a right of setoff, or (c) distributions out of any insurance policies or the proceeds of such policies.
  • Section 1129(a)(10) will be satisfied by acceptance of the Plan by one or more of the Classes entitled to vote.
  • The Confirmation Order and the Plan Supplement must be acceptable to the Required DIP Lenders. The Plan Supplement is to be filed no later than seven days prior to the confirmation objection deadline (or such later date as the Bankruptcy Court may approve) and may be further amended thereafter; it will include, to the extent applicable and known, the Schedule of Assumed Executory Contracts and Unexpired Leases, the Schedule of Retained Causes of Action, the Plan Administrator Agreement, the Liquidating Trust Agreement, the Wind-Down Budget, and any other necessary documentation.

Prepetition Capital Structure

• First Lien Term Loans issued under a March 11, 2025 Financing Agreement among the DIP Borrower, Parent, certain subsidiary guarantors, the First Lien Lenders, and BGC Lender Rep LLC, as administrative and collateral agent.
  • Aggregate principal amount outstanding of not less than $51,327,785.56 as of the Petition Date, plus accrued and unpaid interest, fees, costs, premiums, expenses, and reimbursement, indemnification, guarantee, and other contingent obligations owing under the First Lien Documents.
• Second Lien Term Loans issued under an October 16, 2025 Financing Agreement among the DIP Borrower, Parent, certain subsidiary guarantors, the Second Lien Lenders, and Faranord (US) III Pte Ltd, as administrative and collateral agent.
  • Aggregate principal amount outstanding of not less than $117,400,000 as of the Petition Date, plus accrued and unpaid interest, fees, and all other amounts due and owing under the Second Lien Credit Agreement and Second Lien Documents.
• The relationship between the facilities is governed by an Amended and Restated Intercreditor Agreement dated as of December 4, 2025.
• Each facility is secured under a Pledge and Security Agreement — dated March 11, 2025 (first lien) and October 16, 2025 (second lien) — made by Parent, the DIP Borrower, and the other grantors party thereto in favor of the applicable Agent.
• Prepetition, the First Lien Agent advanced a $1,800,000 protective advance to the DIP Borrower on April 14, 2026, and the Second Lien Agent advanced a $1,200,000 protective advance on April 15, 2026, each as a “Collateral Agent Advance” under the applicable credit agreement and, by its express terms, constituting “Obligations” under the First Lien Documents and Second Lien Documents, respectively. The Protective Advances are included within the DIP Claims.

DIP Financing

• The Debtors obtained a superpriority senior secured debtor-in-possession credit facility, with BGC Lender Rep LLC as DIP Agent and FreshRealm, Inc. as DIP Borrower.
  • The Bankruptcy Court entered the Interim DIP Order on April 29, 2026 and the Final DIP Order on June 2, 2026.
  • DIP New Money Loans in a currently outstanding principal amount of $18 million.
  • DIP Roll-Up Loans in a currently outstanding principal amount of $38 million, consisting of $22,800,000 of First Lien Term Loans and $15,200,000 of Second Lien Term Loans rolled up pursuant to the Final DIP Order.
• On the Effective Date, except to the extent a Holder agrees to less favorable or alternative treatment, in full and final satisfaction of all Allowed DIP Claims — which include interest, fees, and all other amounts due and owing under the DIP Facility — each Holder has consented to receive and shall receive:
  • Cash in an amount necessary to pay the reasonable and documented fees, expenses, and disbursements of the Lender Professionals to the extent outstanding, paid directly to the applicable Lender Professional rather than to the Holder.
  • Cash proceeds of the Sale Transactions.
  • The Deemed DIP Paydown Amount — an amount to be specified, representing the Blue Apron Deferred Payment discounted at a rate also to be specified — which is deemed remitted to the DIP Agent as a paydown of the DIP Loans as of the Effective Date.
  • Distributable Value under the Distributable Waterfall, until the Allowed DIP Claim is indefeasibly paid in full, at all times subject to the Distributable Waterfall.
• The DIP Liens shall remain in place until the Allowed DIP Claims are indefeasibly paid in full.
• Administrative Claims, Professional Fee Claims, DIP Claims, and Priority Tax Claims are unclassified and excluded from the Classes set forth in Article III.

Sale Transactions

• The Plan is premised on the consummation of one or more sales of all, substantially all, or a portion of the Debtors' assets under section 363 of the Bankruptcy Code, to Misfits Market, Inc. or any other purchaser, pursuant to the applicable Asset Purchase Agreements and Sale Orders.
  • The Bankruptcy Court entered the Bidding Procedures Order, which also approved stalking horse bid protections, on May 21, 2026.
  • The Sale and Settlement Order was entered on June 2, 2026.
• The DIP Borrower, Misfits Market, and — solely for purposes of Sections 2.4, 3.2(e) and 3.6 — Blue Apron, LLC entered into a Transition Services Agreement dated April 27, 2026, approved by the Sale and Settlement Order.
• Causes of Action transferred to purchasers pursuant to any Sale Transactions are excluded from the estates' retained claims, and no Interest transferred to a Purchaser in connection with the Sale Transactions shall constitute an Intercompany Interest.
• Non-Consummation of the Plan shall not require or result in the voiding, rescission, reversal, or unwinding of (a) the DIP Orders, including any releases provided therein, or (b) the Sale Transactions under the Asset Purchase Agreements or the revocation of the Debtors' authority under the Sale Orders to consummate such Sale Transactions.

Blue Apron Settlement

• The Debtors and Blue Apron entered into a settlement agreement, as amended, approved by the Bankruptcy Court pursuant to the Sale and Settlement Order under Bankruptcy Rule 9019. The settlement provides for:
  • Blue Apron Deferred Payments of $32,000,000 in Cash, to be paid or caused to be paid to the DIP Agent for the benefit of the DIP Lenders beginning on the first business day of the first month following the Service Transfer Date (as defined in the TSA), by wire transfer to an account designated by the DIP Agent, and guaranteed by Wonder Group, Inc., as guarantor.
  • A Liquidating Trust Contribution of $500,000, which has been paid and is currently held by the Debtors in a segregated account.
• To the extent DIP Claims, First Lien Claims, or Second Lien Claims are satisfied in whole or in part from the Blue Apron Deferred Payments, such Claims shall be funded by Blue Apron, Wonder Group, Inc., or an affiliate thereof.

Distributable Waterfall

• Proceeds of Collateral (subject to the Carve Out, except that proceeds of the Blue Apron Deferred Payment are not subject to the Carve Out) shall be applied in the following order of priority:
  • First, the DIP New Money Loans shall be repaid pro rata from all Excess Cash and all proceeds from the sale of Collateral, including proceeds of the Blue Apron Deferred Payment. Proceeds of the Blue Apron Deferred Payment shall be applied to repay the DIP New Money Loans only in an amount equal to the Deemed DIP Paydown Amount.
  • Following repayment in full of the DIP New Money Loans:
    • Proceeds of all Collateral other than Directed 1L Priority Collateral and 2L Priority Collateral, including Excess Cash, shall be applied in an allocation to be agreed between the 1L and 2L Roll-Up DIP Loans until $7,000,000 in aggregate principal amount of the 2L Roll-Up DIP Loans is repaid (the “Initial 2L Roll-Up DIP Repayment”), after which such proceeds shall be applied solely to the 1L Roll-Up DIP Loans and, once those are paid in full, to any outstanding First Lien Obligations until discharge thereof. Proceeds of the Blue Apron Deferred Payment shall be applied to repay the 1L and 2L Roll-Up DIP Loans only in an amount equal to the Deemed DIP Paydown Amount.
    • Proceeds of the 2L Priority Collateral shall be applied to the 2L Roll-Up DIP Loans and, to the extent paid in full, to any outstanding prepetition Second Lien Obligations.
    • Proceeds of the Directed 1L Priority Collateral — consisting of the Debtors' rights under all Business Interruption Insurance Policies and Business Interruption Insurance Claims and the products and proceeds thereof — shall be applied to repay any remaining 1L Roll-Up DIP Loans or as otherwise agreed and, to the extent those are paid in full, to any outstanding prepetition First Lien Obligations in accordance with the Prepetition Intercreditor Agreement or as otherwise agreed.
  • Any proceeds of Collateral remaining after discharge of the First Lien Obligations shall be applied consistent with the Prepetition Intercreditor Agreement.
• Distributable Value means, in accordance with the Sale Orders, the Sale and Settlement Order, and the DIP Orders, the proceeds available to be distributed to the DIP Secured Parties on account of the DIP Obligations, the First Lien Secured Parties on account of the First Lien Obligations, and the Second Lien Secured Parties on account of the Second Lien Obligations, after giving effect to the treatment and satisfaction of the DIP Obligations under the Plan (including the DIP Paydown) and all in accordance with the Distributable Waterfall, minus the sum of: (i) the amount necessary to fund the Wind-Down Debtor Account with the Wind-Down Debtor Account Amount; (ii) amounts necessary to pay in full all Claims required to be satisfied under section 1129 to confirm the Plan, including Administrative Claims, Priority Tax Claims, and Other Priority Claims, in each case solely to the extent Allowed; (iii) subject to the reasonable consent of the Required DIP Lenders, amounts necessary to make any other payments required to implement the Plan; and (iv) subject to the consent of the Required DIP Lenders, any other fees, costs, or expenses in excess of the Wind-Down Budget reasonably necessary to liquidate, monetize, or collect the Wind-Down Debtor Assets.
• Excess Cash means all Cash on hand on the Effective Date in excess of the Wind-Down Debtor Account Amount and the Professional Fee Escrow Amount.

Classification and Treatment of Claims and Interests

• Class 1 (Secured Tax Claims) — Unimpaired; presumed to accept. Each Holder shall receive, at the option of the Plan Administrator, payment in full in Cash or equal semi-annual Cash payments commencing on the Effective Date or as soon as reasonably practicable thereafter and continuing for five years in an aggregate amount equal to the Allowed Claim, together with interest at the applicable non-default rate under non-bankruptcy law, subject to the Plan Administrator's option to prepay.
• Class 2 (Other Secured Claims) — Unimpaired; presumed to accept. Each Holder shall receive, at the option of the applicable Debtors or Wind-Down Debtors, payment in full in Cash, the collateral securing such Claim, Reinstatement under section 1124, or such other treatment rendering the Claim Unimpaired.
• Class 3 (Other Priority Claims) — Unimpaired; presumed to accept. Holders will either be satisfied in full in Cash or otherwise receive treatment consistent with section 1129(a)(9).
• Class 4 (First Lien Claims) — Impaired; entitled to vote. Each Holder shall receive its pro rata share of Distributable Value pursuant to the Distributable Waterfall, if any, provided that in no event shall any Holder recover more than 100% of the Allowed amount of its Claim. The Allowed amount remains to be specified.
• Class 5 (Second Lien Claims) — Impaired; entitled to vote. Each Holder shall receive its pro rata share of Distributable Value pursuant to the Distributable Waterfall, if any, subject to the same 100% recovery cap. The Allowed amount remains to be specified.
• Class 6 (General Unsecured Claims) — Impaired; entitled to vote. Each Holder will receive its pro rata share of the Liquidating Trust Interests.
  • The First Lien Deficiency Claim and the Second Lien Deficiency Claim are each Allowed as General Unsecured Claims; all other General Unsecured Claims will be Allowed pursuant to the procedures set forth in the Plan.
  • Solely for voting purposes, the First Lien Lenders and Second Lien Lenders shall hold Allowed General Unsecured Claims equal to the First Lien Deficiency Claim Amount and the Second Lien Deficiency Claim Amount, respectively, each of which remains to be specified.
  • Allowed Claims arising from the rejection of Executory Contracts or Unexpired Leases are classified as General Unsecured Claims.
• Class 7 (Intercompany Claims) — Either Unimpaired (conclusively presumed to accept) or Impaired (deemed to reject); in either case not entitled to vote. Each Allowed Intercompany Claim shall, at the election of the Debtors or Wind-Down Debtors, be Reinstated, converted to equity, set off, settled, distributed, contributed, cancelled, or released, or otherwise addressed without any distribution.
• Class 8 (Intercompany Interests) — Either Unimpaired (conclusively presumed to accept) or Impaired (deemed to reject); in either case not entitled to vote. Allowed Intercompany Interests shall, at the election of the Debtors or Wind-Down Debtors, be Reinstated, set off, settled, addressed, distributed, contributed, merged, cancelled, or released, or otherwise addressed without any distribution.
• Class 9 (Existing Equity Interests) — Impaired; deemed to reject. All Interests in FreshRealm Holdings, Inc. outstanding immediately prior to the Effective Date shall be cancelled, released, and extinguished, with no recovery or distribution to Holders.
• Class 10 (Section 510(b) Claims) — Impaired; deemed to reject. All Section 510(b) Claims shall be cancelled, released, and extinguished, with no recovery or distribution to Holders.
• Where a Claim is subject to coverage under an Insurance Policy, payments on account of that Claim are made first from policy proceeds in accordance with the policy's terms, with any balance treated under the provisions governing the applicable Class.
  • If the policy carries a self-insured retention or deductible, the Allowed amount of the Claim within the SIR or deductible constitutes an Allowed General Unsecured Claim against the applicable Debtor's Estate, and the SIR or deductible is considered satisfied solely through that allowance. Neither the Debtors nor the Liquidating Trust is required to pay any amount within an SIR or deductible, including defense costs, other than through that General Unsecured Claim. Recoveries above the SIR or deductible are payable under the terms of the applicable policy.
  • Nothing in the Plan limits, extinguishes, or diminishes available insurance coverage, alters any policy's terms, or determines whether any Insurance Policy is an Executory Contract capable of assumption or rejection.
• Unless otherwise Allowed, Unimpaired Claims remain Disputed Claims under the Plan, and the Debtors, Wind-Down Debtors, Plan Administrator, and Liquidating Trustee retain all rights in respect of them, including legal and equitable defenses, setoffs, and recoupments. Each of them also reserves the right under section 510 to reclassify any Allowed Claim or Interest on contractual, legal, or equitable subordination grounds.
• Any Class holding no Allowed or temporarily Allowed Claim or Interest greater than zero as of the Confirmation Hearing — or in which no eligible Holder votes — is deemed vacant and eliminated from the Plan for purposes of voting and of determining acceptance under section 1129(a)(8).

Sources of Plan Distributions

• Distributions on account of DIP Claims, First Lien Claims, and Second Lien Claims shall be funded by the Debtors and the Wind-Down Debtors, as applicable, except to the extent satisfied from the Blue Apron Deferred Payments.
• The applicable Purchaser is responsible for payment of all Allowed Claims constituting Assumed Liabilities under its Asset Purchase Agreement. Administrative Claims, Priority Tax Claims, Secured Tax Claims, Other Secured Claims, and Other Priority Claims not assumed by any Purchaser shall be funded by the Debtors with Cash on hand or through the Administrative Claims Reserve Amount under the Wind-Down Budget, on or shortly after the Effective Date.
• The Liquidating Trustee shall fund distributions to all other Holders of Allowed General Unsecured Claims with the Liquidating Trust Assets.
• On the Effective Date, the Liquidating Trust Assets shall vest in the Liquidating Trust free and clear of all Claims, Liens, encumbrances, charges, and other interests, and the Plan Administration Assets shall vest in the Wind-Down Debtors free and clear of the same, other than those concerning the DIP Claims, First Lien Claims, and Second Lien Claims.

Administrative and Professional Fee Claims

• The Administrative Claims Reserve Amount, to be dedicated to payment of Allowed Administrative Claims, will be funded solely out of the funds available under the Wind-Down Budget in an amount not less than an amount to be specified.
• The Administrative Claims Bar Date is 30 days after the Effective Date; the Administrative Claims Objection Bar Date is the later of 60 days after the Effective Date and 60 days after the filing of the applicable request for payment.
  • Holders required to file and serve a request for payment who fail to do so by the Administrative Claims Bar Date are forever barred, estopped, and enjoined from asserting those Claims against the Debtors, the Wind-Down Debtors, or their property, and such Claims are deemed discharged as of the Effective Date without any objection or further Bankruptcy Court action. The burden of proof for allowance remains on the Holder.
  • The Wind-Down Debtors or the Plan Administrator may settle Administrative Claims in the ordinary course without further Bankruptcy Court approval.
• Final requests for payment of Professional Fee Claims for services rendered prior to the Confirmation Date must be filed no later than 60 days after the Effective Date.
  • Professionals must deliver a reasonable, good-faith estimate of unpaid fees and expenses projected to be outstanding as of the Effective Date no later than five days before the anticipated Effective Date, without prejudice to the amounts ultimately Allowed.
  • As soon as reasonably practicable after the Confirmation Date and no later than the Effective Date, and in consultation with the DIP Lenders, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Amount.
  • The Professional Fee Escrow Account is maintained in trust solely for the Professionals, is not encumbered by any Liens, Claims, or Interests, and is not property of the Estates; the Debtors' and Wind-Down Debtors' obligation to pay Allowed Professional Fee Claims is not limited to the escrowed funds. If a Professional does not provide an estimate, the Debtors or Wind-Down Debtors may estimate its unpaid and unbilled fees and expenses.
  • Once all Allowed Professional Fee Claims have been irrevocably paid in full, any remaining Cash in the Professional Fee Escrow Account shall be paid to the Wind-Down Debtors and constitute part of the Wind-Down Debtor Assets.
  • Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 or with the Interim Compensation Order in seeking retention or compensation for post-Effective Date services terminates, and the Wind-Down Debtors or Plan Administrator may employ and pay professionals in the ordinary course without further Bankruptcy Court approval.
  • Nothing in the Plan alters the terms of the A&M Order or the requirement to seek approval of the Completion Fee thereunder.
• Holders of Allowed Priority Tax Claims shall be treated in accordance with section 1129(a)(9)(C).
• All Quarterly Fees due and payable prior to the Effective Date shall be paid by the Debtors on the Effective Date. Thereafter, each Wind-Down Debtor and the Liquidating Trust is severally — but not jointly and severally — liable for Quarterly Fees on its own disbursements until its case is closed, dismissed, or converted, and each must file separate UST Form 11-PCR reports when due.
  • The Liquidating Trust Contribution disbursed to the Liquidating Trust on the Effective Date is included in the calculation of Quarterly Fees payable to the U.S. Trustee for the quarter in which the Effective Date occurs; none of the Debtors, the Wind-Down Debtors, or the Liquidating Trust is responsible for fees based on the Trust's subsequent distribution of that Cash. Any Quarterly Fee assessed on account of Liquidating Trust Assets is payable by the Liquidating Trust, whose rights to contest the assessment or amount are reserved.
  • The U.S. Trustee need not file a proof of claim or other request for payment of Quarterly Fees and is not treated as providing any release under the Plan; these provisions control over any contrary Plan provision.

Wind Down

• The Debtors shall continue in existence after the Effective Date as the Wind-Down Debtors, solely for the purposes of:
  • Winding down the Debtors' businesses and affairs as expeditiously as reasonably possible and liquidating all Wind-Down Debtor Assets.
  • Performing any remaining obligations under the TSA.
  • Enforcing and prosecuting the Wind-Down Debtor Retained Causes of Action, only to the extent the benefits of such enforcement are reasonably believed by the First Lien Lenders and Second Lien Lenders to outweigh the associated costs.
  • Resolving Disputed non-General Unsecured Claims and paying or otherwise satisfying Allowed non-General Unsecured Claims.
  • Filing appropriate tax returns and pursuing any refunds, credits, or other tax benefits.
  • Complying with continuing obligations under the Asset Purchase Agreements, otherwise administering the Plan, and undertaking any necessary restructuring transactions.
• The Wind-Down Budget, capped at an amount to be specified, must be acceptable to the Debtors and the Required DIP Lenders and may be amended by the Debtors, the Wind-Down Debtors, or the Plan Administrator only with the consent of the Required DIP Lenders. The Wind-Down Debtor Account will be funded on the Effective Date with Available Cash in the amount of the Wind-Down Debtor Account Amount — reserved by the Plan Administrator in an amount acceptable to the Required DIP Lenders and likewise capped at an amount to be specified — and that account and its proceeds become property of the Wind-Down Debtors on the Effective Date.
• The Wind-Down Debtors are deemed substituted as the party in lieu of the Debtors in all matters, including motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and all matters pending in any other court, tribunal, forum, or administrative proceeding, without any need to file motions or substitutions of parties or counsel.
• On the Effective Date, the Committee and any other statutory committee dissolves and its members are released and discharged from all rights and duties, except in connection with applications for compensation for services rendered before the Effective Date and responses to objections thereto; the Wind-Down Debtors are not responsible for committee fees or expenses incurred after the Effective Date.
• The Wind-Down Debtors continue under their existing organizational documents, as amended by the Plan, solely to liquidate the Estates' assets and make distributions. Their charters are amended to prohibit issuance of non-voting equity securities under section 1123(a)(6) and to limit their activities to those authorized under the Plan. After performing its duties, the Plan Administrator is authorized and directed to wind down, dissolve, or liquidate the Wind-Down Debtors, with no further action or payment required other than filing a certificate of dissolution under Section 303 of the Delaware General Corporation Law or other applicable state law.
• On the Effective Date, the Liquidating Trust and the Plan Administrator take possession of the Debtors' and Estates' books, records, and files that were not sold under an Asset Purchase Agreement and relate to their respective operations, and provide for their retention and storage until retention is no longer necessary or beneficial under the Liquidating Trust Agreement and Plan Administrator Agreement.
• In consultation with the DIP Agent, the First Lien Agent, and the Second Lien Agent, the Wind-Down Debtors will liquidate and convert the Wind-Down Debtor Assets to Cash in an expeditious but orderly manner and make timely distributions without unduly prolonging their duration.
  • The DIP Agent and First Lien Agent shall have sole discretion over the pursuit, settlement, or compromise of the Directed 1L Priority Collateral; only after the First Lien Obligations are paid in full will the Second Lien Agent have sole discretion over any residual Directed 1L Priority Collateral.
• Following the Wind Down, any remaining amounts in the Wind-Down Debtor Account shall be distributed in accordance with Article III of the Plan.

Plan Administrator

• On the Effective Date, the authority of the persons acting as directors and officers of each Debtor shall be deemed terminated and such persons deemed to have resigned, and the Plan Administrator shall be appointed by each Debtor — subject to the consent of the DIP Agent, First Lien Agent, and Second Lien Agent — as sole director and sole officer of each Wind-Down Debtor, succeeding to the powers of such Debtor's directors and officers.
  • The identity of the Plan Administrator, together with the information required by sections 1129(a)(4) and (5), will be disclosed in the Plan Supplement, and the appointment will be approved in the Confirmation Order effective as of the Effective Date.
  • The Plan Administrator Agreement, subject to the consent of the DIP Agent, First Lien Agent, and Second Lien Agent, will be included in the Plan Supplement and executed prior to or on the Effective Date; nonmaterial modifications made by the Debtors prior to the Effective Date are ratified.
• The Plan Administrator shall administer the Wind-Down Debtors and the Plan in accordance with the Wind-Down Budget and use commercially reasonable efforts to adhere to or outperform it.
  • The Plan Administrator holds the rights and powers of a debtor in possession under section 1107, is a “representative of the estate” under section 1123(b)(3), is vested with the rights, powers, and benefits afforded a “trustee” under sections 704 and 1106, and succeeds as sole Holder of Interests in each Wind-Down Debtor. In pursuing Wind-Down Debtor Retained Causes of Action it is deemed a trustee for all purposes under section 108, is entitled to that section's tolling provisions, and succeeds to the Debtors' rights as to the periods under section 546.
  • Its enumerated duties include making distributions to Holders of Allowed Claims and Interests other than Allowed General Unsecured Claims; administering, reconciling, and resolving Administrative Claims, Secured Claims, and Priority Tax Claims, and — on one business day's notice to the Liquidating Trustee — DIP Claims, First Lien Claims, Second Lien Claims, and Other Priority Claims; filing tax returns and paying taxes; pursuing Wind-Down Debtor Retained Causes of Action constituting Plan Administration Assets; paying certain Quarterly Fees; defending the Debtors in pending or future litigation; selling, abandoning, or otherwise administering the Estates; closing the Chapter 11 Cases in consultation with the Liquidating Trustee; and dissolving the Wind-Down Debtors.
  • Funding may be reallocated between line items without further order of the Court, in all cases in consultation with the DIP Agent, First Lien Agent, and Second Lien Agent; if the Directed 1L Priority Collateral is a Wind-Down Debtor Asset, the consent of the DIP Agent and First Lien Agent is required prior to reallocating any funding relating to its recovery.
  • The Plan Administrator may retain attorneys, accountants, and other professionals, in consultation with the First Lien Agent and Second Lien Agent, whose reasonable fees and expenses shall be paid by the Wind-Down Debtors upon monthly submission of statements and in accordance with the Wind-Down Budget.
  • The Plan Administrator is compensated pursuant to the Plan Administrator Agreement and may use the Wind-Down Amount, as allocated under the Approved Budget, to pay such fees and expenses, and to obtain reasonably necessary insurance coverage.
  • The Plan Administrator and its retained professionals shall be exculpated and indemnified by each Wind-Down Debtor, except for fraud, willful misconduct, or gross negligence.
  • On the Effective Date, the Plan Administrator shall serve as appointed agent of the designated operator, or as operator of the Debtors, for purposes of fulfilling obligations under the TSA.
• Upon conclusion of its obligations under the post-Effective Date Wind Down, the Plan Administrator shall remit any remaining balance of the Wind-Down Account Amount to the DIP Lenders or Prepetition Secured Parties, as applicable, for distribution under the Plan.

Liquidating Trust

• On the Effective Date, the Liquidating Trust will be established pursuant to the Liquidating Trust Agreement, to be filed with the Plan Supplement, and title to the Liquidating Trust Assets shall be deemed transferred to the trust free and clear of all Claims, Liens, encumbrances, charges, and other interests, without further action by the Debtors.
  • Upon completion of the transfer, the Debtors will have no further interest in the Liquidating Trust Assets or the Liquidating Trust.
  • Nonmaterial modifications to the Liquidating Trust Agreement made by the Debtors, subject to the reasonable consent of the First Lien Agent and Second Lien Agent, will be ratified.
• The Liquidating Trust is established to, among other purposes, receive and hold the Liquidating Trust Assets; administer, dispute, object to, compromise, or otherwise resolve all Claims and Interests other than DIP Claims, First Lien Claims, Second Lien Claims, Administrative Claims, Secured Claims, Priority Tax Claims, and Prepetition Deficiency Claims; make distributions to the Liquidating Trust Beneficiaries; maximize recoveries for their benefit; and commence and pursue the Liquidating Trust Retained Causes of Action, with no objective to continue or engage in the conduct of a trade or business.
• The Liquidating Trustee — designated by the Debtors and the Committee, subject to the consent of the Prepetition Secured Parties — shall be deemed appointed as trustee and administrator on the Effective Date, shall owe fiduciary duties solely to the Liquidating Trust Beneficiaries, and shall be compensated as set forth in the Liquidating Trust Agreement.
  • The Liquidating Trustee is authorized to obtain and pay for, out of the Liquidating Trust Assets, all reasonably necessary insurance coverage for itself and its agents, representatives, employees, or independent contractors.
  • Neither the Liquidating Trustee nor any professional it retains is required to file a fee application. Subject to any consent or consultation rights in the Liquidating Trust Agreement, the Liquidating Trustee may retain and compensate attorneys, accountants, other professionals, and agents without Bankruptcy Court approval.
  • In pursuing Liquidating Trust Retained Causes of Action, the Liquidating Trustee is deemed a trustee for all purposes under section 108, is entitled to that section's tolling provisions, and succeeds to the Debtors' rights as to the periods under section 546.
• Liquidating Trust Interests represent only the right to receive distributions from the trust; they shall not be deemed “securities” or “equity interests” in any Debtor or successor entity, shall not grant any ownership, control, or governance rights in the Liquidating Trust or in any entity whose assets are held by the Liquidating Trust, and shall be non-transferable except as required by law or as provided in the Liquidating Trust Agreement.
• The Liquidating Trust is intended to qualify as a “liquidating trust” under Treasury Regulation § 301.7701-4(d) and a “grantor trust” under section 671 of the Tax Code for U.S. federal income tax purposes, and, to the extent permitted by applicable law, for state and local income tax purposes, with the Liquidating Trust Beneficiaries treated as grantors and owners and all parties required to report consistently.
  • The transfer of assets is treated as a first-step transfer to the Holders of applicable Claims followed by a second-step transfer by those Holders to the Trust.
  • No IRS ruling on the Trust's classification will be sought, and there is no assurance the IRS would not take a contrary position — for example, characterizing it as a “complex trust” subject to entity-level tax on undistributed earnings. The trustee will make a good-faith valuation of the Liquidating Trust Assets that all parties must use consistently for tax purposes, and the Trust will file annual grantor-trust information returns under Treasury Regulation § 1.671-4(a), copies of which go to each beneficiary for reporting its share.
  • Assets subject to disputed ownership claims or uncertain distributions — or for which liquidating trust treatment is unavailable or not elected — are intended to receive disputed ownership fund treatment under Treasury Regulation § 1.468B-9, with a separate federal income tax return filed for the account and any resulting taxes paid out of that account.
• The Liquidating Trust shall in no event be dissolved later than five years from its creation, unless the Bankruptcy Court, upon motion filed within the six-month period prior to the fifth anniversary (or prior to the end of an extension period), determines that a fixed-period extension is necessary to facilitate or complete the recovery and liquidation of the Liquidating Trust Assets. Any such extension may not exceed five years, together with any prior extensions, absent a favorable IRS private letter ruling or a satisfactory opinion of counsel that further extension would not adversely affect the trust's status.
• After the Effective Date, the Liquidating Trustee may file, withdraw, or litigate to judgment objections to filed General Unsecured Claims that are not Allowed, while the Plan Administrator holds that authority as to Administrative Claims, First Lien Claims, Second Lien Claims, Priority Tax Claims, Other Priority Claims, and Secured Claims. Each may settle or compromise its respective Disputed Claims, and adjust the Claims Register accordingly, without further Bankruptcy Court approval.

Causes of Action and Insurance

• All Liquidating Trust Retained Causes of Action constituting Liquidating Trust Assets are preserved and transferred to the Liquidating Trust on the Effective Date; all Wind-Down Debtor Retained Causes of Action constituting Plan Administration Assets are preserved and transferred to the Wind-Down Debtors; and all Causes of Action constituting Acquired Assets are preserved and transferred to the applicable purchaser. The Schedule of Retained Causes of Action will be filed as an exhibit to the Plan Supplement.
• Nothing in the Plan or Confirmation Order shall affect, impair, or diminish the Business Interruption Insurance Claims or any rights thereunder, or any rights and Claims under the applicable Business Interruption Insurance Policies.
• To the extent D&O Claims are designated as Liquidating Trust Retained Causes of Action or Wind-Down Debtor Retained Causes of Action, nothing in the Plan — including the Article VIII releases — prohibits the Plan Administrator or Liquidating Trustee from initiating or continuing an action up to and through entry of a judgment or settlement against any D&O Party.
  • No D&O Party shall be released or absolved from the legal obligation to pay on account of D&O Claims for which it is responsible for an insurable loss under the D&O Liability Insurance Policies, provided that no D&O Party shall be liable for D&O Claims to the extent such Claims exceed the amounts paid by the Insurer under the applicable policies.
  • “D&O Party” means all current and former directors, officers, or managers of the Debtors in their respective capacities as such that are not Released Parties.
  • Nothing in the Plan constitutes a discharge of any D&O Party for purposes of the D&O Liability Insurance Policies, is deemed to trigger any policy exclusion (including exclusions for amounts an insured is “absolved from payment”), or impairs an Insurer's obligation to pay any covered “Loss” on behalf of any “Insured.” Available coverage under the Debtors' Insurance Policies — including defense costs, professional fees, indemnification, and other insurance-funded disbursements — is not limited by these provisions.
• The Wind-Down Debtors, the Plan Administrator, and the Liquidating Trust shall use commercially reasonable efforts to cooperate with the DIP Agent and the First Lien Agent in providing information and documents and in pursuing proceeds under the Insurance Collateral, with the specifics governed by the Liquidating Trust Agreement and Plan Administrator Agreement to be included in the Plan Supplement.

Executory Contracts and Unexpired Leases

• On the Effective Date, each Executory Contract or Unexpired Lease not previously assumed, assumed and assigned, or rejected shall be deemed automatically rejected, unless it is: the TSA; the subject of a pending assumption motion on the Confirmation Date; a document entered into in connection with the Plan; an Insurance Policy; an Asset Purchase Agreement; or to be assumed and assigned to a Purchaser in connection with any Sale Transactions.
  • Entry of the Confirmation Order constitutes a Final Order approving such assumptions, assumptions and assignments, or rejections, without limiting the Debtors' authority under the Sale Orders to assume and assign contracts and leases to Purchasers.
• Proofs of Claim arising from rejection must be filed within 30 days after the latest of entry of the order approving rejection (including the Confirmation Order), the effective date of such rejection, or the Effective Date (the “Rejection Damages Claims Bar Date”). Claims not timely filed are automatically disallowed, forever barred from assertion, unenforceable against the Debtors, the Wind-Down Debtors, the Estates, the Liquidating Trust, the Purchasers, or their property, and deemed fully satisfied and released, without any objection or further Bankruptcy Court action.
• Neither inclusion nor exclusion of a contract or lease on any schedule is an admission that it is executory or unexpired or that the Wind-Down Debtors have liability under it; if executoriness is disputed, the Debtors or Wind-Down Debtors have 30 days after a Final Order resolving the dispute to alter its treatment. Rejection does not terminate a counterparty's preexisting obligations to the Debtors, including warranties and continued maintenance obligations on previously purchased goods.
• Upon the Effective Date, each of the Insurance Policies shall be assumed by the Debtors and assigned to the Wind-Down Debtors pursuant to sections 105, 365, and 1123, and coverage for defense and indemnity under any D&O Liability Insurance Policies shall remain available to all individuals within the definition of “Insured” in such policies, subject to their terms and conditions.
  • Nothing in the Plan, the Confirmation Order, the Plan Administrator Agreement, or the Liquidating Trust Agreement alters the rights and obligations of the Debtors and their insurers and third-party claims administrators under the Insurance Policies, or modifies the coverage, benefits, terms, conditions, or enforceability thereof.
  • All officers, directors, agents, and employees who served in such capacity at any time before the Effective Date are entitled to the full benefits of the D&O Liability Insurance Policies for the full policy term, regardless of whether they remain in position; the Debtors or Wind-Down Debtors retain the ability to supplement those policies, including by purchasing tail coverage.
  • The automatic stay under section 362(a) and the Plan's injunction are deemed lifted, without further Bankruptcy Court order, solely to permit claimants with valid direct-action claims against an Insurer under non-bankruptcy law to proceed; Insurers to administer, handle, defend, settle, or pay direct-action claims, stay-relief claims, and related costs in the ordinary course; and Insurers to cancel Insurance Policies and take related actions, including effectuating setoff, in accordance with the policies and applicable non-bankruptcy law.

Cancellation of Securities and Agreements

• On the Effective Date, the Debtors' obligations under the Prepetition Loan Documents and any other instrument evidencing indebtedness or ownership interest in the Debtors shall be cancelled solely as to the Debtors and their Affiliates, and the related agreements and organizational documents shall be released and discharged, other than instruments Reinstated pursuant to the Plan and certain indemnification obligations.
  • Notwithstanding the foregoing, the liens supporting the First Lien Obligations and the Second Lien Obligations shall remain in place until such Obligations are either paid in full or, to the extent there is no further collateral to support them, satisfied in accordance with the Plan.
  • No executory contract or unexpired lease assumed under section 365 shall be terminated or cancelled on the Effective Date, and no Prepetition Loan Document shall be cancelled to the extent it evidences indebtedness or grants a Prepetition Secured Party a security interest in the Debtors' or Wind-Down Debtors' property.

Distributions and Claims Administration

• The Disbursing Agent — the Debtors prior to the Effective Date, and the Liquidating Trustee, Plan Administrator, or an entity selected by either (which may include the Claims and Noticing Agent) thereafter — shall make all distributions on the Effective Date or as otherwise provided in the Plan.
  • The Distribution Record Date is the Effective Date, or such other date determined by the Debtors or designated in a Final Order. As of the close of business on that date, the Claims Register closes, and the Disbursing Agent is entitled to recognize only those Holders listed on the Claims Register as of that time; transfers of Claims or Interests received by the Claims and Noticing Agent 20 days or fewer before the Distribution Record Date need not be recognized for distribution purposes.
  • Distributions to Holders of DIP Claims, Allowed First Lien Claims, and Allowed Second Lien Claims shall be consistent with the DIP Order and the Prepetition Loan Documents.
  • The Disbursing Agent will not be required to make Cash distributions of less than $250 in value, and each Claim subject to this limitation shall be forever barred from assertion against the Debtors or their property.
• Unless otherwise provided in the Plan, the Confirmation Order, or the DIP Orders, or required by applicable law, postpetition and default interest shall not accrue or be paid on any Claims.
• Objections to Claims must be filed by the later of 180 days after the Effective Date and such other period fixed by Final Order of the Bankruptcy Court (the “Claims Objection Deadline”); this period does not apply to Administrative Claims.
• The Bar Date Order was entered on June 18, 2026; the Governmental Bar Date is October 26, 2026, at 5:00 p.m. (prevailing Eastern Time).
• The Debtors and Wind-Down Debtors will not undertake any claims resolution process or related action with respect to Claims classified in a Class for which there will be no distribution.
• A Claim is reduced in full and disallowed — without an objection or Bankruptcy Court order, but on notice to the Holder — to the extent its Holder receives payment in full from a party that is not a Debtor, Wind-Down Debtor, or the Liquidating Trust. A Holder that receives both a Plan distribution and a third-party payment must repay or return the excess within 14 days to the extent its total recovery exceeds the Claim, failing which it owes annualized interest at the Federal Judgment Rate for each Business Day after the grace period until repaid.
  • These provisions do not apply to payments received by Holders of Allowed DIP Claims, First Lien Claims, or Second Lien Claims, which are subject to the Prepetition Intercreditor Agreement; claims paid by third parties from any Collateral in satisfaction or partial satisfaction of such Claims shall reduce them by the amount of such payments or the Deemed DIP Paydown Amount.
  • No distribution is made on an Allowed Claim payable under an Insurance Policy until the Holder has exhausted all remedies with respect to that policy. If an Insurer agrees to pay a Claim in whole or in part, the applicable portion may be expunged without an objection or further Court action, on notice to the Holder.
• Undeliverable distributions are held until the Disbursing Agent determines the Holder's then-current address, and are deemed unclaimed property under section 347(b) one year after the Effective Date, at which point they revert automatically to the Wind-Down Debtors — notwithstanding any escheat, abandoned, or unclaimed property law — and the related Claim or Interest is discharged and forever barred. The Wind-Down Debtors, Disbursing Agent, and Plan Administrator have no obligation to locate a Holder beyond reviewing the Debtors' books and records and the case docket.
• Claims held by Entities from which property is recoverable under sections 542, 543, 550, or 553, or that are transferees of avoidable transfers, are deemed disallowed under section 502(d) until the related Causes of Action are resolved and all sums due are turned over. Proofs of Claim filed after the Claims Bar Date are deemed disallowed and expunged as of the Effective Date absent a Final Order deeming them timely, and no Proof of Claim may be filed or amended after the applicable bar date without authorization from the Bankruptcy Court or the applicable Debtor, Wind-Down Debtor, or Liquidating Trustee.
• Any party with objection authority may seek estimation of a Claim under section 502(c); an estimated amount constitutes a maximum limitation on that Claim for all Plan purposes, and a Disputed Claim expunged from the Claims Register that is on appeal or not yet subject to a Final Order is deemed estimated at zero.
• A Holder may assert an Allowed Claim against each obligated Debtor and recover from co-obligor Estates until paid in full, but in no case may the aggregate value received under the Plan exceed 100% of the Allowed Claim plus applicable interest. Distributions are allocated first to principal (as determined for federal income tax purposes) and then to the remainder, including accrued but unpaid interest. Claims asserted in non-U.S. currency are converted at The Wall Street Journal (National Edition) rate as of 5:00 p.m. prevailing Eastern Time on the Petition Date. The Plan Administrator or Liquidating Trustee may set off or recoup against distributions — other than as to DIP, First Lien, Second Lien, and Prepetition Deficiency Claims — where the amount is agreed or judicially adjudicated.

Settlement, Releases, Exculpation, and Injunction

• Upon the Effective Date, the provisions of the Plan shall constitute a good faith release, compromise, and settlement of all Claims, Interests, and controversies resolved pursuant to the Plan, and all distributions made to Holders of Allowed Claims and Allowed Interests in any Class are intended to be and shall be final.
• Released Parties include the Debtors; the Committee and its members; the DIP Secured Parties; the First Lien Secured Parties; the Second Lien Secured Parties; each Releasing Party; each current and former Affiliate and Related Party of the foregoing; the current members of the Debtors' Board or Boards, Jill Frizzley and Charlie Piper; and the Released Officers.
  • An Entity will not be a Released Party if it opts out of the Third-Party Release or timely objects to it and the objection is not withdrawn or resolved before entry of the Confirmation Order. No non-Releasing Party shall be a Released Party.
  • “Released Officers” are current and former officers of the Debtors who served in such capacity on or after October 16, 2025, other than Mr. Carlos Iniguez and Ms. Snow Le, who are expressly excluded.
• Releasing Parties include the Debtors; the Committee and its members; the DIP Secured Parties; the First Lien Secured Parties; the Second Lien Secured Parties; all Holders of Claims; all Holders of Interests; each current and former Affiliate of the foregoing; and each Related Party of the foregoing that such Entity is legally entitled to bind to the Plan's releases under applicable law.
  • Holders of Claims and Interests that opt out of the Third-Party Release, or timely object without withdrawal or resolution before entry of the Confirmation Order, shall not be Releasing Parties.
• The Debtor Release runs from the Debtors and their Estates, the Wind-Down Debtors and their Estates, and the Liquidating Trustee, and covers Claims and Causes of Action relating to, among other things, the Debtors' capital structure and operations, the First Lien Credit Agreement, the Second Lien Credit Agreement, the DIP Facility and DIP Facility Documents, the Sale Orders, the Sale Transactions, the TSA, the Sale and Settlement Order, the Chapter 11 Cases, and the formulation and implementation of the Plan.
• Neither the Debtor Release nor the third-party release extends to: (i) post-Effective Date obligations under the Plan and the documents implementing it (and, in the case of the Debtor Release, the Confirmation Order); (ii) Causes of Action specifically retained pursuant to the Schedule of Retained Causes of Action; or (iii) Claims or Causes of Action arising out of any act or omission of a Released Party determined by Final Order to have constituted actual fraud, gross negligence, or willful misconduct.
• Entry of the Confirmation Order constitutes Bankruptcy Court approval of the releases under Bankruptcy Rule 9019 and a finding that the third-party releases are, among other things, consensual, essential to Confirmation, given for good and valuable consideration, and fair, equitable, and reasonable.
• Exculpated Parties comprise the Debtors; the Independent Directors, Jill Frizzley and Charlie Piper; the Committee and its members; and, with respect to the Debtors and the Committee, their respective current and former directors, managers, officers, attorneys, financial advisors, consultants, and other professionals or advisors that served in such capacity between the Petition Date and the Effective Date.
  • Exculpation is limited to acts or omissions occurring between the Petition Date and the Effective Date, and excludes any act or omission determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence. Exculpated Parties are entitled to reasonably rely on the advice of counsel as to their Plan duties and, upon Consummation, are deemed to have participated in good faith and in compliance with applicable law in the solicitation of votes and distribution of consideration, and therefore have no liability for violation of any law governing solicitation or those distributions.
• In accordance with section 1141(d)(3), the Plan does not discharge the Debtors; section 1141(c) nevertheless provides that property dealt with by the Plan is free and clear of all Claims and Interests against the Debtors.
  • Holders of released or exculpated Claims, Interests, and Causes of Action are permanently enjoined from commencing or continuing any action, enforcing any judgment, creating or enforcing any encumbrance, or asserting any right of setoff or subrogation against the Exculpated Parties or Released Parties.
  • No Person or Entity may commence or pursue a Claim or Cause of Action relating to matters subject to the release, exculpation, or injunction provisions without the Bankruptcy Court first determining, after notice and a hearing, that the Claim is colorable and specifically authorizing it to be brought.
  • Upon entry of the Confirmation Order, all Holders of Claims and Interests and their respective current and former employees, agents, officers, directors, managers, principals, and direct and indirect Affiliates, in their capacities as such, are enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each Holder of an Allowed Claim or Allowed Interest that accepts, or is eligible to accept, a distribution or Reinstatement under the Plan is deemed to have consented to these injunction provisions.
• Following all distributions to an applicable Holder, and, in the case of a Secured Claim, satisfaction in full of the Allowed portion thereof, all mortgages, deeds of trust, Liens, pledges, and other security interests against property of the Estates shall be fully released, settled, and compromised, with all right, title, and interest reverting automatically to the applicable Debtor and its successors and assigns.
• To the maximum extent provided by section 525 and the Supremacy Clause, no Entity, including any Governmental Unit, may discriminate against the Debtors or deny, revoke, suspend, refuse to renew, or condition a license, permit, charter, franchise, or similar grant solely because the Debtors were chapter 11 debtors, may have been insolvent, or have not paid a dischargeable debt.
• A Claim for reimbursement or contribution disallowed under section 502(e)(1)(B) that is contingent at the time of disallowance is forever disallowed and expunged notwithstanding section 502(j), unless before the Confirmation Date it was adjudicated non-contingent or the Holder filed a non-contingent Proof of Claim and a Final Order so determining was entered.

Conditions Precedent to the Effective Date

• Conditions to the Effective Date include:
  • The Sale Transactions shall have been implemented and/or consummated, as applicable, in all material respects.
  • The Bankruptcy Court shall have entered an order approving the Disclosure Statement.
  • The Bankruptcy Court shall have entered the Confirmation Order in a form and manner acceptable to the Required DIP Lenders, and it shall have become a Final Order.
  • The DIP Facility shall be in full force and effect, with no defaults under the DIP Documents.
  • The Plan Supplement and all related schedules, documents, and supplements shall have been Filed.
  • The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan.
  • The Debtors shall have established the Administrative Claims Reserve and funded the Wind-Down Debtor Account Amount in Cash.
  • All professional fees and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been satisfied as provided in the Plan.
  • The Liquidating Trust shall have been established and funded with the Liquidating Trust Assets.
  • No court or competent governmental or regulatory authority shall have issued a final, non-appealable order making illegal or otherwise restricting, preventing, or prohibiting consummation of the Plan.
  • The Sale Orders, such other motions, orders, agreements, and documentation necessary or desirable to consummate the transactions contemplated by the Plan, and all other material customary documents shall be in full force and effect and not terminated prior to the Effective Date.
• The Effective Date is the first Business Day after the Confirmation Date on which no stay of the Confirmation Order is in effect and all conditions precedent have been satisfied or waived. Consummation means the occurrence of the Effective Date, and Substantial Consummation under section 1101(2) shall be deemed to occur on the Effective Date.
• The conditions to Consummation may be waived by the Debtors, subject to the consent of the Required DIP Lenders, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceeding to confirm or consummate the Plan.
• If Consummation does not occur, the Plan shall be null and void in all respects, and nothing in the Plan or Disclosure Statement shall constitute a waiver or release of Claims, prejudice any party's rights, or constitute an admission or undertaking by any party.
• Upon the Effective Date, by virtue of the Confirmation Order, all actions contemplated by the Plan — including any action to be undertaken by the Plan Administrator or the Liquidating Trustee — shall be deemed authorized, approved, and, to the extent taken prior to the Effective Date, ratified, without further action by any party.

Modification, Revocation, or Withdrawal

• Subject to section 1127, the Debtors reserve the right, with the consent of the Required DIP Lenders, to modify the Plan whether such modification is material or immaterial and to seek Confirmation consistent with the Bankruptcy Code without resoliciting votes, as appropriate — provided that neither the Debtors nor the Wind-Down Debtors may amend or modify the Plan in a manner that adversely affects the treatment of any Class of Claims or Interests without resoliciting that Class.
  • Subject to section 1127, Bankruptcy Rule 3019, and the Plan's own restrictions, they further reserve the right to revoke, withdraw, alter, amend, or materially modify the Plan one or more times after Confirmation, and to initiate proceedings to remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement, or the Confirmation Order.
  • Entry of the Confirmation Order means all modifications and amendments made since solicitation but before entry are approved under section 1127(a) and require no additional disclosure or resolicitation under Bankruptcy Rule 3019.
• The Debtors also reserve the right to modify the Plan to the extent Confirmation under section 1129(b) requires modification, including by modifying the treatment of a Class to render it Unimpaired to the extent permitted by the Bankruptcy Code and Bankruptcy Rules.
• The Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date and to file subsequent chapter 11 plans. If they do so, or if Confirmation and Consummation do not occur, the Plan is null and void in all respects; any settlement or compromise embodied in it, and any assumption or rejection of Executory Contracts or Unexpired Leases effected by it (other than assumptions made in connection with an Asset Purchase Agreement and the applicable Sale Order), are deemed null and void; and nothing in the Plan waives or releases any Claims or Interests, prejudices any party's rights, or constitutes an admission, acknowledgement, offer, or undertaking.

Securities Law and Tax Exemptions

• Pursuant to section 1145 of the Bankruptcy Code and, to the extent section 1145 is inapplicable, section 4(a)(2) of the Securities Act, the issuance of any Interests under the Plan is exempt from the registration requirements of section 5 of the Securities Act and comparable federal, state, or local law.
  • So long as the section 1145 exemption applies, such Interests are not “restricted securities” and are freely tradable and transferable by any initial recipient that is not, and has not within 90 days of transfer been, an “affiliate” of the Wind-Down Debtors, and that is not an “underwriter” as defined in section 1145(b).
• To the fullest extent permitted by section 1146(a), transfers of property under the Plan — including transfers from a Debtor to the Wind-Down Debtors or from the Wind-Down Debtors to the Liquidating Trust, issuances or exchanges of debt or equity, any Sale Transactions, the creation or recording of security interests, and the making or recording of any lease, deed, or other instrument of transfer — shall not be subject to any document recording tax, stamp tax, conveyance fee, transfer tax, filing or recording fee, or similar governmental assessment, and filing and recording officers must accept such instruments without collecting any such tax or fee. No provision of the Plan or the Confirmation Order may be construed to broaden the section 1146(a) exemption beyond what the statute allows.

Retention of Jurisdiction

• Notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court retains jurisdiction over all matters arising out of or related to the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142, including jurisdiction to:
  • Allow, disallow, determine, liquidate, classify, estimate, or fix the priority, secured or unsecured status, or amount of any Claim or Interest, including requests for payment of Administrative Claims and all objections thereto.
  • Rule on applications for allowance of compensation or reimbursement of expenses of Professionals.
  • Resolve matters relating to the assumption, assumption and assignment, or rejection of Executory Contracts and Unexpired Leases — whether such treatment arises under the Plan or a Sale Order — including rejection damages Claims, Cure Claims, post-assumption contractual obligations, post-Effective Date amendments to the Schedule of Assumed Executory Contracts and Unexpired Leases, and disputes over whether a contract or lease was executory or unexpired.
  • Ensure distributions are made in accordance with the Plan, adjudicate disputes arising from distributions, and resolve disputes over repayment or return of distributions and recovery of amounts not timely repaid.
  • Adjudicate any and all matters relating to Causes of Action and to sections 1141, 1145, and 1146.
  • Resolve disputes arising in connection with the interpretation of any Sale Order, and all disputes related to the Sale and Settlement Order or the TSA.
  • Resolve all disputes with respect to the Liquidating Trust or the Liquidating Trust Assets, and consider requests to extend the term of the Liquidating Trust or the Wind-Down Debtors.
  • Hear and determine all disputes involving the existence, nature, scope, and enforcement of the exculpations, injunctions, and releases granted under the Plan, including under Article VIII, and enter orders implementing or enforcing them.
  • Issue injunctions or take other action to restrain interference with Consummation or enforcement of the Plan; enter orders if the Confirmation Order is modified, stayed, reversed, revoked, or vacated; enforce prior orders; and enter a final decree closing the Chapter 11 Cases.
  • Enter and enforce orders for the sale of property under sections 363, 1123, or 1146(a); hear matters concerning state, local, and federal taxes under sections 346, 505, and 1146; and hear any other matter within the Court's jurisdiction under the Bankruptcy Code.

Governing Law and Miscellaneous

• Unless a rule of law or procedure is supplied by federal law or otherwise specifically stated, Delaware law governs the rights, obligations, construction, and implementation of the Plan and related documents; corporate governance matters for Debtors or Wind-Down Debtors not incorporated in Delaware are governed by their respective jurisdictions of incorporation or formation.
• In the event of inconsistency, the Plan controls over the Disclosure Statement; a Plan Supplement document controls over the Plan (unless stated otherwise in that document or in the Confirmation Order); and the Confirmation Order controls over the Plan.
• If any Plan term is held invalid, void, or unenforceable before Confirmation, the Bankruptcy Court may alter or interpret it to make it enforceable to the maximum extent practicable consistent with its original purpose, and the remainder of the Plan remains in full force and effect. The Confirmation Order will constitute a judicial determination that each Plan term, as it may have been altered or interpreted, is valid and enforceable, integral to the Plan and not deletable or modifiable without the consent of the Debtors, Wind-Down Debtors, Liquidating Trustee, or Plan Administrator, as applicable, and nonseverable and mutually dependent.
• Upon the Effective Date, the terms of the Plan and Plan Supplement are immediately effective, enforceable, and binding on the Debtors, the Wind-Down Debtors, the Plan Administrator, the Liquidating Trustee, all Holders of Claims and Interests (regardless of whether deemed to have accepted or rejected the Plan), all parties subject to the Plan's settlements, compromises, releases, discharges, and injunctions, each Entity acquiring property under the Plan, and all non-Debtor counterparties to Executory Contracts and Unexpired Leases.
• Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code, and, pursuant to section 1125(e), the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, managers, employees, advisors, and attorneys — as well as the Wind-Down Debtors, Plan Administrator, and Liquidating Trustee — will have no liability for violation of any law, rule, or regulation governing the solicitation of votes on the Plan or any previous plan.
• All exhibits and documents included in the Plan Supplement are incorporated into and form part of the Plan and, once filed, will be available upon written request to the Debtors' counsel or by download from the Debtors' restructuring website at https://restructuring.ra.kroll.com/FreshRealm.
• The Plan Administrator or Liquidating Trustee shall, promptly after full administration of the Chapter 11 Cases, file all documents required by Bankruptcy Rule 3022 or Local Rule 3002-1 — including the motion required by Local Rule 3002-1 — and any applicable order necessary to close the Chapter 11 Cases. The Claims and Noticing Agent is authorized to destroy all paper and hardcopy records relating to the Chapter 11 Cases two years after the Effective Date.
• On and after the Effective Date, the Debtors, the Wind-Down Debtors, the Liquidating Trustee, and the Plan Administrator shall be entitled to enforce the terms of the Confirmation Order and the Plan, including the Plan Supplement.
• All Holders of Claims entitled to vote are encouraged to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject the Plan.