FreshRealm - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The court confirmed FreshRealm's amended joint Chapter 11 plan of liquidation on Sept. 28, 2026; the confirmation order takes effect Sept. 30, 2026, and the court declared it a final order, with the appeal period running from its entry.
• The debtors, FreshRealm, Inc., FreshRealm Holdings, Inc., FreshRealm HR, LLC, FreshRealm Texas, LLC and IHEC, LLC, filed on April 27, 2026 in the District of New Jersey, sold assets under section 363 during the case, and will wind down through two post-effective-date vehicles: wind-down debtors administered by a plan administrator, and a liquidating trust for unsecured creditors holding the assets to which the first lien secured parties acknowledged their liens did not attach or were not properly perfected, together with a Blue Apron cash contribution and the second lien settlement payment.
• The plan is the product of negotiations among the debtors, their directors (including independent directors Jill Frizzley and Charlie Piper), officers and managers, the creditors' committee appointed May 14, 2026, the DIP secured parties, and the first and second lien secured parties. It is the only plan filed in the cases.
• The plan, as amended on Sept. 23, 2026, and the first amended plan supplement filed the same day are incorporated into and approved by the confirmation order; where the plan and the confirmation order conflict, the confirmation order governs, and the confirmation order supersedes any inconsistent prior order.
• The effective date is the first business day after confirmation on which no stay of the confirmation order is in effect and all Article IX conditions have been satisfied or waived.
• The estates are consolidated solely for voting, confirmation and distribution purposes, without substantive consolidation; this does not affect the debtors' legal structure, setoff mutuality or distributions from insurance policies.

Sale Transactions and the Blue Apron Settlement

• Value delivered: $32 million in cash deferred payments from Blue Apron, LLC, guaranteed by Wonder Group, Inc., payable to the DIP agent for the benefit of the DIP lenders beginning the first business day of the first month following the service transfer date under the transition services agreement. Blue Apron and Wonder Group are authorized and directed to pay these amounts directly to the DIP agent.
  • For plan purposes the deferred payments are credited as a deemed DIP paydown of $27.2 million, the $32 million discounted at 15%, which is deemed remitted to the DIP agent as a paydown of the DIP loans as of the effective date.
  • Proceeds of the deferred payments are not subject to the Carve Out and are applied to repay the DIP new money loans and roll-up DIP loans under the distributable waterfall, subject in all respects to the two committee settlements.
• The court approved the Blue Apron settlement together with the asset sale, an asset purchase agreement, the transition services agreement, contract assumption and assignment procedures, and certain rejections on June 2, 2026 (the sale and settlement order, Docket No. 209); the settlement agreement, asset purchase agreement and transition services agreement are all dated April 27, 2026. The plan defines the purchaser as Misfits Market, Inc. or any other purchaser under an applicable asset purchase agreement, and the transition services agreement runs between FreshRealm, Inc. and Misfits Market, with Blue Apron a party solely for purposes of sections 2.4, 3.2(e) and 3.6.
• Nothing in the confirmation order, plan or plan supplement impairs the sale and settlement order, which remains in full force and effect and governs over any inconsistency with the plan or plan supplement.
• Notwithstanding Blue Apron's vote in favor of the plan, neither the plan nor the confirmation order alters any party's obligations under the April 27, 2026 settlement agreement and mutual release (including its paragraph 8) or the corresponding transition services and asset purchase agreements, or limits any claims, rights, defenses or remedies of the debtors, Blue Apron or Wonder Group under those agreements.
• Executory contracts and leases already assumed, assumed and assigned, or rejected under a sale order remain governed by that sale order, not by the plan's Article V machinery or the confirmation order's cure provisions.

DIP Facility and Treatment of DIP Claims

• Size: $18 million of new money term loans outstanding, plus $38 million of roll-up loans, under the superpriority senior secured DIP financing agreement dated June 1, 2026 among FreshRealm, Inc. as borrower, the DIP guarantors, the DIP lenders and BGC Lender Rep LLC as administrative and collateral agent.
  • The roll-ups consist of $22.8 million of first lien term loans and $15.2 million of second lien term loans rolled up under the final DIP order entered June 2, 2026 (Docket No. 210); the interim DIP order was entered April 29, 2026 (Docket No. 51).
  • The DIP claims also sweep in two prepetition protective advances to the borrower: $1.8 million from the first lien agent on April 14, 2026 and $1.2 million from the second lien agent on April 15, 2026, each made as a collateral agent advance constituting obligations under the respective prepetition documents.
• Treatment: each holder of an allowed DIP claim — inclusive of interest, fees and all other amounts owing under the facility — has consented to receive cash sufficient to pay any outstanding reasonable and documented fees, expenses and disbursements of the lender professionals (paid directly to the professional rather than to the DIP claim holder), cash proceeds of the sale transactions, the deemed DIP paydown amount, and distributable value under the distributable waterfall until the claim is indefeasibly paid in full, at all times subject to the waterfall.
• Subject to the committee settlement with the second lien secured parties and the final DIP order, the DIP liens remain in place until allowed DIP claims — including amounts to be satisfied from the Blue Apron deferred payments — are indefeasibly paid in full. The DIP new money loans and 1L roll-up DIP loans retain their liens on the unencumbered assets transferred to the liquidating trust, with the distribution procedure for those assets set out in the liquidating trust agreement.
• The DIP is provided by the prepetition lenders: BGC Lender Rep LLC is both DIP agent and first lien agent, and notices to the required DIP lenders go to counsel to BGC and to counsel to FaraNord (US) III Pte Ltd, the second lien agent.

Distributable Waterfall

• Collateral proceeds are applied subject to the Carve Out, except that Blue Apron deferred payment proceeds are not, and in all cases subject to the committee settlements with the first and second lien secured parties, including the unsecured priority threshold, the 2L settlement payment and the waiver of liens on unencumbered assets. The order is:
  • First, the DIP new money loans are repaid pro rata from all excess cash and all collateral sale proceeds, including the Blue Apron deferred payment proceeds, which are applied only up to the deemed DIP paydown amount.
  • After the new money loans are repaid in full, proceeds of all collateral other than the directed 1L priority collateral and the 2L priority collateral, including excess cash, go first to the 2L roll-up DIP loans until $7 million of their principal is repaid, then solely to the 1L roll-up DIP loans and, once those are paid in full, to any outstanding first lien obligations until discharge. Blue Apron deferred payment proceeds are applied to the 1L and 2L roll-up loans only up to the deemed DIP paydown amount.
  • Proceeds of the 2L priority collateral, as defined in the Dec. 4, 2025 amended and restated prepetition intercreditor agreement, go to the 2L roll-up DIP loans and then, once those are paid in full, to outstanding prepetition second lien obligations.
  • Proceeds of the directed 1L priority collateral — the debtors' rights in all business interruption insurance policies and claims, including all products and proceeds — go to any remaining 1L roll-up DIP loans, or as otherwise agreed, and then to outstanding prepetition first lien obligations in accordance with the prepetition intercreditor agreement or as otherwise agreed.
  • Any collateral proceeds remaining after discharge of the first lien obligations are applied consistent with the prepetition intercreditor agreement.
• Excess cash is all cash on hand on the effective date above the wind-down debtor account amount and the professional fee escrow amount. The disbursing agent makes all distributions in accordance with the waterfall except as the plan or confirmation order otherwise provides.
• Distributable value, which the DIP, first lien and second lien holders share under the waterfall and whose calculation is in all respects subject to the two committee settlements, is the proceeds available to them after giving effect to the DIP paydown, less the sum of:
  • the amount needed to fund the wind-down debtor account amount;
  • the amount needed to pay in full the claims that must be satisfied for confirmation, including allowed administrative, priority tax and other priority claims;
  • other payments required to implement the plan, subject to the reasonable consent of the required DIP lenders;
  • fees, costs and expenses beyond the wind-down budget reasonably needed to liquidate the wind-down debtor assets, subject to required DIP lender consent.

Committee Settlement with the First Lien Secured Parties

• The committee investigated the validity, extent, perfection and priority of the first lien secured parties' liens, the circumstances of the first lien documents, and all challenges that might be asserted, and resolved and released all such claims and potential challenges against the first lien secured parties and their related parties on these terms:
  • The first lien secured parties acknowledge their liens did not attach to, or were not properly perfected as to, the unencumbered assets.
  • The unencumbered assets are free and clear of first lien liens and claims — whether held by the agent or the lenders — and, subject to the retained rights of the holders of the DIP new money loans and 1L roll-up DIP loans, are available for distribution to holders of general unsecured claims.
  • Any distribution on a first lien deficiency claim is subject to the unsecured priority threshold.
• Unsecured priority threshold: where a first lien deficiency claim is triggered because holders of first lien claims do not recover their full allowed claim from first lien collateral after exhaustion of that collateral under the final DIP order, holders of allowed general unsecured claims other than the deficiency claim receive distributions from any source available to general unsecured creditors until they have recovered, in the aggregate, 4% of the total allowed amount of such claims. Only after the threshold is fully satisfied may a first lien deficiency claim holder receive any distribution, after which the deficiency claim shares pro rata with all other allowed general unsecured claims. The subordination reaches every source available to general unsecured creditors, including proceeds of the unencumbered assets (subject to repayment of any remaining DIP liens on those assets) and any other recovery inuring to unsecured creditors under any confirmed plan.
• No provision of the plan, plan supplement or schedule of retained causes of action limits or diminishes the release of the first lien secured parties and their related parties; Article IV.F governs in the event of conflict.

Committee Settlement with the Second Lien Secured Parties

• Following a parallel investigation of the second lien liens, documents and potential challenges, the committee and the second lien secured parties resolved and released all such claims against the second lien secured parties and their related parties on these terms:
  • A $1.25 million settlement payment goes to the liquidating trust, paid promptly upon disbursement from whatever source out of the first proceeds allocated to the 2L roll-up DIP loans under the waterfall.
  • On the effective date, the second lien secured parties fully waive and release the second lien deficiency claim, which is thereafter neither allowed nor entitled to any distribution.
  • On the effective date, they fully waive and release all prepetition liens, adequate protection superpriority claims and liens, and DIP superpriority claims and DIP liens as to the unencumbered assets, and take the steps needed to effectuate those releases under Article VIII.B.
  • The liquidating trustee will refrain from publicly naming the second lien secured parties and their related parties in pleadings or proceedings relating to the unencumbered assets that the committee or trust may pursue, except where identification is required by applicable law, rule or regulation or by court order.
• No provision of the plan, plan supplement or schedule of retained causes of action limits or diminishes the release of the second lien secured parties and their related parties; Article IV.G governs in the event of conflict.
• All avoidance actions against the first lien secured parties, the second lien secured parties and their respective related parties are released and waived under these settlements. The liquidating trustee has standing after the effective date to enforce Articles IV.F and IV.G.
• The court found both settlements fair, equitable and reasonable and approved them as in the best interests of the debtors, their estates and holders of claims and interests.
• The liens supporting the first and second lien obligations remain in place until those obligations are paid in full or, where no further collateral remains to support them, satisfied under the plan, in each case subject to the two committee settlements.

Treatment of Claims and Interests

• Ten classes; administrative claims, DIP claims, priority tax claims and professional fee claims are unclassified and handled under Article II.
  • Class 1, secured tax claims (unimpaired, presumed to accept): at the plan administrator's option, payment in full in cash, or equal semi-annual cash payments for five years aggregating the allowed amount with interest at the applicable non-default non-bankruptcy rate, subject to the administrator's right to prepay.
  • Class 2, other secured claims (unimpaired, presumed to accept): at the debtors' or wind-down debtors' option, payment in full in cash, delivery of the collateral, reinstatement, or other treatment rendering the claim unimpaired.
  • Class 3, other priority claims (unimpaired, presumed to accept): satisfaction in full in cash or other treatment consistent with section 1129(a)(9).
  • Class 4, first lien claims (impaired, entitled to vote; voted to accept): allowed at $34,955,008.32, an amount that excludes the 1L roll-up DIP loans, and each holder receives its pro rata share of distributable value under the waterfall, capped at 100% of its allowed claim and subject in all respects to the first lien committee settlement, including the unsecured priority threshold and the acknowledgment that the unencumbered assets are free and clear of first lien liens.
  • Class 5, second lien claims (impaired, entitled to vote; voted to accept): allowed at $116.8 million, with each holder receiving its pro rata share of distributable value under the waterfall, capped at 100% of its allowed claim and subject to the second lien committee settlement, including the 2L settlement payment and the effective-date waivers of the deficiency claim and of prepetition liens, adequate protection superpriority claims and liens, and DIP superpriority claims and liens as to the unencumbered assets.
  • Class 6, general unsecured claims (impaired, entitled to vote; voted to accept): each holder receives its pro rata share of the liquidating trust interests. The first lien deficiency claim is allowed as a general unsecured claim subject to the unsecured priority threshold; the second lien deficiency claim is allowed as a general unsecured claim only until the effective date and is thereafter waived and released, with no distribution on its account. Solely for voting, the first lien lenders hold an allowed general unsecured claim of $19,009,660.85 and the second lien lenders one of $116.8 million.
  • Class 7, intercompany claims (unimpaired or impaired, not entitled to vote): at the debtors' or wind-down debtors' election, reinstated, converted to equity, set off, settled, distributed, contributed, cancelled, released, or otherwise addressed without distribution.
  • Class 8, intercompany interests (unimpaired or impaired, not entitled to vote): at the debtors' or wind-down debtors' election, reinstated or set off, settled, distributed, contributed, merged, cancelled, released, or otherwise addressed without distribution.
  • Class 9, existing equity interests in FreshRealm Holdings (impaired, deemed to reject): cancelled, released and extinguished on the effective date, with no recovery.
  • Class 10, section 510(b) claims (impaired, deemed to reject): cancelled, released and extinguished on the effective date, with no recovery.
• Prepetition capital structure underpinning Classes 4 and 5: first lien term loans of $51.3 million in aggregate principal outstanding as of the petition date under the March 11, 2025 financing agreement, with BGC Lender Rep LLC as agent; second lien term loans of not less than $117.4 million as of the petition date under the Oct. 16, 2025 financing agreement, with FaraNord (US) III Pte Ltd as agent; the two tranches are governed by an amended and restated intercreditor agreement dated Dec. 4, 2025. Each figure carries accrued and unpaid interest plus fees, costs, premiums, expenses, reimbursement, indemnification, guarantee and other obligations under the respective documents. The plan states that the Class 4 allowed amount excludes the 1L roll-up DIP loans, and it sets the second lien deficiency claim for voting at the full $116.8 million Class 5 allowed amount.
• Bar dates: requests for payment of administrative claims must be filed and served on the wind-down debtors by the administrative claims bar date, 30 days after the effective date; requests for payment of professional fee claims for services rendered and expenses incurred before the confirmation date must be filed no later than 60 days after the effective date. Rejection damages claims must be filed within 30 days after the latest of entry of the order approving the rejection, the effective date of the rejection, or the effective date.
• The general bar date passed on July 27, 2026; governmental units must file proofs of claim by Oct. 26, 2026, at 5:00 p.m. (prevailing Eastern Time). Objections to administrative claims are due by the later of 60 days after the effective date or 60 days after the request is filed, and objections to other claims within 180 days after the effective date unless extended by final order.
• As soon as reasonably practicable after confirmation and no later than the effective date, in consultation with the DIP lenders, the debtors will establish and fund the professional fee escrow account with cash equal to the professional fee amount.

Plan Support

• Classes 4, 5 and 6 each voted to accept the plan, including the debtor release, in sufficient number and amount and without regard to the votes of any insiders. Classes 1, 2 and 3 are unimpaired and presumed to accept; Classes 9 and 10 receive no recovery and are deemed to reject; Classes 7 and 8 are not entitled to vote.
• Holders who voted to accept or are presumed to have accepted are deemed to accept the plan as modified, and no accepting holder may change its vote as a consequence of the plan or plan supplement modifications.
• Because Classes 9 and 10 are deemed to reject, the court confirmed the plan under section 1129(b), finding it fair and equitable and not unfairly discriminatory as to those classes.
• Blue Apron, LLC voted in favor of the plan, subject to the preservation of its settlement rights described above.

Wind-Down Debtors and Plan Administrator

• Alexandre Zyngier serves as plan administrator and, on the effective date, becomes the sole director or manager and sole officer of each wind-down debtor, succeeding to the powers of the prior directors and officers. The boards of the debtors dissolve immediately following the effective date and remaining officers, directors, managers and members are deemed to have resigned.
• The debtors continue in existence as wind-down debtors solely to wind down the businesses and liquidate the wind-down debtor assets as expeditiously as reasonably possible; perform remaining obligations under the transition services agreement; prosecute wind-down debtor retained causes of action, but only where the first and second lien lenders reasonably believe the benefits outweigh the costs; resolve disputed non-general unsecured claims and pay allowed non-general unsecured claims; file tax returns and pursue refunds, credits and other tax benefits; comply with continuing obligations under the asset purchase agreements; administer the plan; and undertake any necessary restructuring transactions.
• Wind-down debtor assets are all remaining estate assets following consummation of the sale transactions, including the wind-down debtor account amount but excluding the DIP paydown amount and the liquidating trust assets. They vest in the wind-down debtors on the effective date free and clear except for interests concerning the DIP claims, first lien claims and second lien claims, with no objective to continue a trade or business other than performance under the transition services agreement.
• The wind-down debtors liquidate assets in consultation with the DIP agent, first lien agent and second lien agent, but the DIP agent and first lien agent have sole discretion over pursuit, settlement or compromise of the directed 1L priority collateral, the debtors' rights under their business-interruption insurance policies and claims, and only after the first lien obligations are paid in full does the second lien agent take that discretion over any residual. Under the confirmation order the plan administrator, not the liquidating trust, holds the exclusive right to pursue, collect and distribute those insurance proceeds, with overlap matters governed by the plan administrator and liquidating trust agreements.
• The plan administrator agreement is subject to the consent of the DIP agent, first lien agent and second lien agent and is included in the plan supplement. Plan administration assets comprise the wind-down debtor assets, the administrative claims reserve amount, and any wind-down debtor retained causes of action so designated in the plan supplement.
• The plan administrator succeeds as sole holder of interests in each wind-down debtor, with a debtor in possession's rights under section 1107, estate-representative status under section 1123(b)(3) and a trustee's powers under sections 704 and 1106, and retains professionals in consultation with the first lien agent and second lien agent without court approval.

Wind-Down Budget

• Size: no more than $5.69 million, the cap on both the wind-down budget and the wind-down debtor account amount reserved by the plan administrator to fund it. Funding that account amount in cash is a condition to the effective date; the account becomes property of the wind-down debtors on the effective date, and any remaining balance after the wind down is distributed under Article III.
• Administrative claims reserve: not less than $4.635 million of the funds available solely under the wind-down budget, dedicated to payment of allowed administrative claims. Establishment of the reserve is itself an effective-date condition.
• The budget must be acceptable to the debtors and the required DIP lenders and may be amended only with required DIP lender consent. The plan administrator must use commercially reasonable efforts to adhere to or outperform it, and may reallocate funding between line items without further court order but in consultation with the DIP agent, first lien agent and second lien agent — and, where the directed 1L priority collateral is a wind-down debtor asset, only with the consent of the DIP agent and first lien agent as to funding relating to recovery of that collateral.
• The plan administrator is compensated under the plan administrator agreement and may use the wind-down amount allocated and approved under the approved budget to pay those fees and expenses. Upon conclusion of the post-effective-date wind down, the administrator remits 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

• Steven Napolitano serves as liquidating trustee. The trust is established on the effective date under the liquidating trust agreement, which is filed with the plan supplement and subject to the reasonable consent of the first lien agent; title to the trust assets is deemed transferred without further action by the debtors or their representatives, free and clear except as the plan expressly provides.
• Trust assets: the $500,000 liquidating trust contribution from Blue Apron under the sale and settlement order and settlement agreement, already paid and held by the debtors in a segregated account; the $1.25 million second lien settlement payment; the unencumbered assets, on which the DIP new money loans and 1L roll-up DIP loans retain their liens, with the trust agreement setting the procedure for distributing proceeds to those lenders if necessary; and the liquidating trust retained causes of action.
• Unencumbered assets comprise commercial tort claims, including breach of fiduciary duty claims and claims against current and former officers, directors, members and managers of the debtors other than released parties (D&O claims); avoidance actions; certificated goods, including motor vehicles and other titled goods; and the patent identified on the debtors' schedules.
• Liquidating trust interests are allocable to applicable holders of allowed claims, excluding allowed secured claims and interests, but including the first lien deficiency claims subject to the unsecured priority threshold and the second lien deficiency claims until the effective date.
• Retained causes of action are preserved and split on the effective date: liquidating trust retained causes of action transfer to the trust, wind-down debtor retained causes of action to the wind-down debtors, and causes of action constituting acquired assets to the applicable purchaser to the extent not previously transferred.
• All rights with respect to a challenge, as defined in the final DIP order, are forever waived, released and terminated upon the earlier of expiration of the challenge period or the effective date. The committee and any other statutory committee dissolve on the effective date, with members released and discharged from all rights and duties relating to the cases.
• D&O claims designated as retained causes of action may be pursued by the plan administrator or liquidating trustee through judgment or settlement notwithstanding the plan releases; a D&O party is not released from liability for insurable loss under the D&O policies but is not liable beyond the amounts the insurer pays. While D&O claims are pending, the D&O parties must report to the liquidating trustee within 30 days after each quarter end the defense costs incurred and the remaining D&O policy limits, and all insurance policies are assumed and assigned to the wind-down debtors or the liquidating trust on the effective date.
• The trust must dissolve within five years of creation unless the court approves a fixed extension on a motion filed within the six months before the fifth anniversary; the liquidating trustee serves without bond and owes fiduciary duties solely to the trust beneficiaries.

Releases

• Released parties: the debtors; the committee and its members; the DIP secured parties; the first lien secured parties; the second lien secured parties; each releasing party, except as to any retained causes of action; each current and former affiliate and each related party of the foregoing; the independent directors, Frizzley and Piper; and the released officers. An entity is excluded 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.
• Released officers are current and former officers who served on or after Oct. 16, 2025, expressly excluding Mr. Carlos Iniguez and Ms. Snow Le. Released officers are not released from acts, omissions or related conduct that arose or relate to matters occurring before Oct. 16, 2025, or that continue on or after that date from pre-Oct. 16, 2025 events.
• Current and former directors, officers, members and managers of the debtors other than the independent directors and released officers are neither related parties of the debtors nor released parties, and a non-releasing party is not a released party.
• Releasing parties: the debtors; the committee and its members; the DIP secured parties; the first and 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 the entity is legally entitled to bind. Holders of claims or interests that opt out, or that timely object to the third-party release without withdrawal or resolution before entry of the confirmation order, are not releasing parties.
• Any party that timely elected to opt out through a ballot or opt-out form is neither a released party nor a releasing party.
• The court approved the debtor release, finding that the released parties made significant concessions and contributions by negotiating in good faith and actively supporting the plan and the cases, providing necessary liquidity during the cases, and settling and compromising substantial rights and claims, and that the release bars the debtors, wind-down debtors, liquidating trustee and the estates from asserting any released claim.
• The court approved the third-party release as consensual, resting on adequate notice, ballot and notice-of-non-voting-status opt-out mechanics, and conspicuous boldface disclosure in the plan, disclosure statement, ballots and opt-out forms, and found an identity of interests between the debtors and the benefiting entities.
• Both the debtor release and the third-party release exclude post-effective-date obligations under the plan and its implementing documents; causes of action on the schedule of retained causes of action, with all avoidance actions not expressly released preserved as liquidating trust retained causes of action; and claims arising from a released party's actual fraud, gross negligence or willful misconduct as determined by final order. No cause of action, including any avoidance action, is retained against the first or second lien secured parties or their related parties, and the fraud, gross negligence and willful misconduct carve-out does not apply to them.
• Lien releases: except as otherwise provided in the plan, plan supplement, confirmation order, final DIP order or any document created under the plan, immediately following all distributions to an applicable holder — and, for a secured claim, satisfaction in full of the allowed portion as of the effective date — all mortgages, deeds of trust, liens, pledges and other security interests against estate property are fully released and all right, title and interest of the holder reverts automatically to the applicable debtor.
• Carve-outs from the release scope: the plan does not release or discharge any entity other than the debtors from liability owed to the Texas Comptroller of Public Accounts for a tax debt, including interest and penalties, nor limit the Comptroller's setoff rights under section 553 — in each case without any party admitting such liability or rights exist. The U.S. Trustee need not file any proof of claim or request for payment of quarterly fees and is not treated as providing any release.

Exculpation, Injunction and Gatekeeper

• Exculpated parties: each of the debtors; the independent directors; the committee and its members; and, as to the debtors and the committee, their respective current and former directors, managers, members, officers, attorneys, financial advisors, consultants and other professionals or advisors who served in that capacity between the petition date and the effective date.
• The exculpation reaches only acts or omissions between the petition date and the effective date, carves out actual fraud, willful misconduct and gross negligence as determined by final order, and lets exculpated parties rely on the advice of counsel; the court found it appropriately tailored to the circumstances of the cases and supported by the record.
• Gatekeeper provision: no person or entity may commence or pursue a claim or cause of action of any kind against the debtors, wind-down debtors, exculpated parties or released parties that relates to or is reasonably likely to relate to any act or omission connected with a claim or cause of action subject to the plan's release or exculpation articles without the court first determining, after notice and a hearing, that the claim is colorable and specifically authorizing the party to bring it. The court has sole and exclusive jurisdiction to determine whether a claim is direct or derivative and whether it is colorable, and found the provision a material and necessary plan term.
• All injunctions and stays in effect under sections 105 or 362 or any court order and extant on the confirmation date remain in force until the effective date; those contained in the plan or confirmation order remain in force in accordance with their terms.
• Under section 1141(d)(3) the plan does not discharge the debtors; instead, holders of released or exculpated claims and causes of action are permanently enjoined from pursuing, enforcing, attaching, perfecting liens on, or setting off on account of them against the exculpated and released parties, and all holders are enjoined from interfering with consummation.
• The plan administrator and its retained professionals are exculpated and indemnified by each wind-down debtor except for fraud, willful misconduct or gross negligence.

Conditions Precedent to the Effective Date

• The sale transactions have been implemented or consummated in all material respects.
• The court has entered an order approving the disclosure statement in form and substance acceptable to the required DIP lenders.
• The court has entered the confirmation order, consistent in all material respects with the plan and acceptable to the required DIP lenders, and it has become a final order.
• The DIP facility is in full force and effect with no continuing defaults under the DIP facility documents unless waived by the required DIP lenders in accordance with the DIP documents.
• The plan, plan supplement and all related schedules, documents, supplements and exhibits are acceptable to the required DIP lenders and have been filed.
• The debtors have obtained all authorizations, consents, regulatory approvals, rulings and documents necessary to implement the plan.
• The debtors have established the administrative claims reserve and funded the wind-down debtor account amount in cash.
• All professional fees and expenses requiring court approval have been paid in full, or sufficient amounts have been placed into the professional fee escrow account pending approval.
• The liquidating trust has been established and funded with the liquidating trust assets.
• No court or governmental or regulatory authority has issued a final, non-appealable order making the plan's consummation illegal or otherwise restricting, preventing or prohibiting it.
• Any sale orders, such other orders, agreements and documentation necessary or desirable to consummate and document the plan's transactions, and all other material customary documents delivered in transactions of this type are in full force and effect and have not been terminated before the effective date.
• The debtors may waive these conditions with the consent of the required DIP lenders, without notice, leave or court order or any formal action other than proceeding to confirm or consummate the plan. The debtors are authorized to consummate the plan at any time after entry of the confirmation order, subject to satisfaction or waiver of the Article IX conditions; substantial consummation is deemed to occur on the effective date.
• If consummation does not occur the plan is null and void in all respects, without waiver, release, prejudice or admission — but non-consummation does not void, rescind, reverse or unwind the DIP orders, including any releases provided therein, or the sale transactions under the asset purchase agreements, and does not revoke the debtors' authority under the sale orders to consummate those transactions.

Consent and Amendment Thresholds

• Post-confirmation amendment or modification of the plan requires the consent of the required DIP lenders and no further court order, subject to sections 1122, 1123, 1125 and 1127 and Rule 3019 — but any amendment altering or modifying the committee settlement with the first lien secured parties requires the written consent of the committee and the first lien agent, and any amendment touching the committee settlement with the second lien secured parties requires the written consent of the committee and the second lien agent.
• The debtors reserve the right, with required DIP lender consent, to modify the plan whether materially or immaterially and, as appropriate, to seek confirmation without resoliciting votes, but may not amend the plan in a way that adversely affects any class's treatment without resoliciting that class. All modifications made after the voting deadline are approved; the confirmation order itself contains modifications made to address objections and informal comments from parties in interest, and the plan as modified is the plan submitted for confirmation.
• The confirmation order must be in form and substance acceptable to the required DIP lenders. The debtors reserve the right to alter, amend, update or modify the plan supplement, provided no such change is inconsistent with the confirmation order or the plan.
• Execution and delivery of the plan administrator agreement and liquidating trust agreement, including any nonmaterial pre-effective-date modifications, requires the consent of the DIP agent, first lien agent and second lien agent for the plan administrator agreement, and the reasonable consent of the first lien agent for the liquidating trust agreement.
• On and after the effective date the plan administrator and the agents may execute and record documents and take actions to implement the plan without further approvals, except those expressly required under the plan or confirmation order, including the consent and consultation rights of the DIP agent, first lien agent and second lien agent.
• Each term of the plan is valid and enforceable, integral to the plan and not subject to deletion or modification without the consent of the debtors, wind-down debtors, liquidating trustee or plan administrator, and nonseverable and mutually dependent.

Other Negotiated Provisions

• Cigna: the administrative services only agreement and stop loss policy with Cigna Health and Life Insurance Company, under which Cigna administers the debtors' self-insured employee healthcare benefits plan, is assumed as of the effective date; in lieu of any cure, all obligations due and unpaid pass through to the wind-down debtors and survive assumption and assignment.
  • Benefits plan coverage terminated as of 12:01 a.m. on Sept. 1, 2026, and the debtors elected to have run-out claims, meaning benefits claims incurred but not submitted, processed and paid before that date, processed by Cigna and funded for the 10-month run-out period following termination.
  • On the effective date the wind-down debtors must bring the benefits plan bank account balance up to $368,000 and maintain that balance throughout the run-out period unless the plan administrator and Cigna agree otherwise in writing; Cigna may not raise the minimum balance requirement above $368,000 during the run-out period absent that written agreement.
  • The agreement terminates automatically at the end of the run-out period without further notice, and no amounts are due to Cigna as a result of that termination.
  • By the effective date the plan administrator must give Cigna a contact for run-out claim issues, and within 30 days after the run-out period ends it must request transfer of any remaining benefits plan account balance, less outstanding check liability, to an account it designates; that balance is property of the wind-down debtors.
• Landlords: nothing in the plan or confirmation order modifies the rights, if any, of Calle Avanzado LPIV 7 LLC and 2900 N MacArthur Dr, LLC to assert setoff or recoupment — including as to security deposits under their leases, in connection with claims reconciliation, or as a defense to any claim or action by the debtors, wind-down debtors or their successors — with the debtors' rights and defenses to dispute any such setoff or recoupment fully preserved.
• More broadly, no landlord creditor's rights under a nonresidential real property lease to assert a claim against the debtors' available insurance coverage for third-party claims arising from the debtors' use and occupancy of leased premises, or otherwise relating to the lease, or against any insurer for that coverage, are released, discharged, impaired, limited or modified, whether asserted before or after the effective date; recovery against the debtors on such claims is limited to applicable insurance proceeds, excluding any self-insured retention, and/or an administrative claim for an alleged postpetition tort.
• Reporting obligations under the first and second day orders, including the DIP orders, cease after the confirmation date.
• Nothing in the plan or confirmation order alters the order retaining Alvarez & Marsal North America, LLC to provide the debtors' executive officers and additional personnel, or the requirement under that order to seek approval of A&M's completion fee.