Glenwood Caverns Holdings - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Debtor / Seller: Glenwood Caverns Holdings, LLC, a Delaware limited liability company, the Debtor and debtor in possession, headquartered at 51000 Two Rivers Plaza Road, Glenwood Springs, CO 81601.
• Investment Banker: Hilco Corporate Finance, LLC (Attn: Teri Stratton, Sanjay Marken, and Jean-Paul Chiappini), through which all substantive direct communications and diligence requests with Potential Bidders and Qualified Bidders shall be conducted; Hilco also administers the "Project Bronco" dataroom.
• Prepetition Secured Lender: Community Banks of Colorado, a division of NBH Bank.
• Stalking Horse Bidder: To be designated by the Debtor, if at all, on or prior to June 8, 2026.

Assets Being Sold

• The Bid Procedures govern the solicitation of bids and conduct of an auction for either:
  • All or substantially all of the Debtor's assets (or any portion thereof) through a Sale Transaction; or
  • 100% of the equity interests in the reorganized Debtor through a stock purchase transaction (an Equity Transaction).
• Any Transaction will be implemented through a chapter 11 plan of reorganization pursuant to Bankruptcy Code section 1123.
• The Debtor may consider bids from multiple bidders (including multiple bids submitted by the same bidder) in any combination for the Debtor's Equity or all or substantially all of the Debtor's Assets.
• The Debtor's Plan will provide an opportunity for interested parties to acquire the Debtor's assets free and clear of liens, or to acquire the equity of the Reorganized Debtor, subject to the competitive process set forth in the Bidding Procedures Order.

Stalking Horse Bid

• The Debtor is authorized, but not required, to enter into a Stalking Horse Agreement and to provide Bid Protections, subject to notice and entry of an order approving the selection of the Stalking Horse Bidder.
• If the Debtor designates a Stalking Horse Bidder on or before June 8, 2026 (the Stalking Horse Supplement Deadline), the Debtor shall file a Stalking Horse Supplement seeking approval and serve it on the U.S. Trustee and parties who have requested notice pursuant to Bankruptcy Rule 2002, with no less than three business days' notice of the Stalking Horse Objection Deadline.
• Absent timely objection, the Debtor may submit an order under certification of counsel approving the selection of the Stalking Horse Bidder and the Bid Protections. The Debtor may set an expedited hearing on any objection to the designation, subject to Court availability.
• For the avoidance of doubt, the Stalking Horse Bidder has fulfilled the Preliminary Bid Documents to the satisfaction of the Debtor.

Bid Protections

• If the Stalking Horse Bidder is not an insider, the Debtor may offer a break-up fee and expense reimbursement in an aggregate amount not to exceed 3% of the purchase price under the Stalking Horse Agreement, payable if the Debtor selects another bidder.
• If the Stalking Horse Bidder is an insider, the Stalking Horse Bidder shall not be entitled to a break-up fee and shall only be entitled to expense reimbursement on account of actual, reasonable, and documented out-of-pocket expenses incurred in connection with the Stalking Horse Agreement, in an aggregate amount not to exceed $250,000.
• Other than any Bid Protections approved for the Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, break-up fees, "topping," termination, or other similar fee or payment, and by submitting a bid, such party is deemed to have waived any such right, including under Bankruptcy Code section 503(b).

Overbid

• Any Bid submitted on or before the Bid Deadline by a party other than the Stalking Horse Bidder must be in an amount sufficient to pay the Bid Protection and result in additional consideration to the Debtor's estate of at least $100,000 (as compared to the Stalking Horse Bidder's Purchase Price), after payment of the Bid Protection.
• If applicable, the Starting Bid shall include, at a minimum, the amount provided for in the Stalking Horse Agreement, plus the amount of the Bid Protection, plus $100,000.
• Bids at the Auction, including any Bids by the Stalking Horse Bidder, must be made in minimum increments of $100,000 (or such other amount as the Debtor determines and announces at or prior to the Auction).

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to 10% of the Purchase Price (the Good Faith Deposit), to be held in a segregated account identified by the Debtor.
• Each Good Faith Deposit shall be held in interest-free escrow and shall not be deemed property of the Debtor's estate absent further order of the Court.
• The Good Faith Deposit of a Successful Bidder shall, upon consummation, be credited to the purchase price. If a Successful Bidder fails to consummate the Transaction, the deposit shall be forfeited to and retained irrevocably by the Debtor, who reserves the right to seek all available damages.
• Deposits will be refunded as follows:
  • Bids not deemed Qualified Bids: within five business days after the Bid Deadline.
  • Qualified Bidders that are not Successful or Backup Bidders: within five business days after the Auction or upon permanent withdrawal of the proposed Transaction.
  • Backup Bidders: within five business days after consummation of the applicable Transaction or upon permanent withdrawal.

Potential Bidder Requirements

• To participate in the bidding process, a Potential Bidder must deliver the following Preliminary Bid Documents to the Debtor:
  • An executed NDA in form and substance acceptable to the Debtor;
  • A non-binding written indication of interest specifying the type of proposed Transaction, the Assets to be acquired (if a Sale Transaction), the consideration offered, and other material terms;
  • Preliminary proof of financial wherewithal to close (which may include audited or verified financial statements or verified financial commitments, and an overview of recent transactions);
  • The identity of the Potential Bidder, including legal name, jurisdiction and form of organization, ownership and capital structure, controlling persons, significant equity or debt investors, guarantors, and any known connections to the Debtor, its advisors, any statutory committee, or any creditor or equity holder; and
  • A list of financial, legal, and other advisors engaged in connection with the proposed Transaction.
• The Debtor may, in its sole discretion, waive some or all of the Potential Bidder requirements, and reserves the right to work with any Potential Bidder to cure deficiencies in the Preliminary Bid Documents.
• Only Potential Bidders that have submitted acceptable Preliminary Bid Documents may submit a Bid.

Bid Requirements

• To be deemed a Qualified Bid, a Binding Bid must, among other requirements:
  • Purpose: State that the Bid is to acquire the Debtor's Equity or all or substantially all of the Assets, identifying the Assets with reasonable specificity.
  • Transaction Structure and Purchase Price: Clearly set forth the Purchase Price, indicate the source of consideration (including funding commitments), confirm that consideration is not subject to contingencies, include a detailed sources and uses schedule, and provide appropriate treatment for the claims of the Debtor's customers. The price must, at a minimum, provide for payment of all priority and administrative expense claims, and for payment or assumption of the secured claim of the Prepetition Secured Lender. The Debtor will consider, among other factors, the value provided over and above the secured claim of the Prepetition Secured Lender.
  • Committed Financing: Specify whether the Bid proposes to restructure the Prepetition Secured Lender's secured claim. If so, provide information sufficient for the Lender to evaluate the proposal, including associated equity commitments or credit support. If not, the Bid must be accompanied by evidence of financial wherewithal to consummate with cash on hand. Financing must be unconditional and not subject to internal approvals, syndication, or diligence.
  • Good Faith Offer: Constitute a good faith, bona fide offer.
  • Marked Plan or Draft Purchase Agreement: Be accompanied by clean and duly executed transaction documents, including, at a minimum, a markup of the as-filed chapter 11 plan or a draft asset purchase agreement (with exhibits, schedules, and related material documents).
  • No Contingencies: Not be conditioned on financing, shareholder/board/other approval, or due diligence.
  • Binding and Irrevocable: Be irrevocable unless the Debtor accepts a higher Bid and such Bidder is not selected as the Backup Bidder.
  • Adequate Assurance Information: Provide sufficient financial and other information to demonstrate financial ability to close and to provide adequate assurance of future performance.
  • Identity & Corporate Authority: Fully disclose all participating entities, the terms of their participation, and evidence of legal authority to complete the Transaction; disclose any connections or agreements with the Debtor, other bidders, or any officer, director, or equity holder.
  • Authorization: Contain evidence of board or comparable governing body authorization for the submission of the Bid and consummation.
  • No Fees: Each Potential Bidder bears its own costs and waives any request for reimbursement (subject to the Bid Protection for the Stalking Horse Bidder).
  • Adherence to Bid Procedures: Agree to abide by the Bid Procedures and not seek to reopen the Auction after its conclusion.
  • Regulatory Approvals: Set forth required regulatory and third-party approvals and the expected timing (with required actions if such approvals are expected to take more than 30 days).
  • As-Is, Where-Is: Include a written acknowledgement that the Bidder has had an opportunity to conduct due diligence and has relied solely on its own independent review.
  • Time Frame for Closing: Be reasonably likely to be consummated within a time frame acceptable to the Debtor.
  • Consent to Jurisdiction: Submit to the jurisdiction of the Bankruptcy Court and waive any right to a jury trial.
• Joint Bids may be approved by the Debtor in its discretion on a case-by-case basis.
• No later than two business days following the Bid Deadline, the Debtor shall determine which Potential Bidders are Qualified Bidders. The Debtor may provide a Potential Bidder with the opportunity to remedy any deficiencies prior to the Auction.
• The Debtor may accept a single Qualified Bid or multiple Bids for non-overlapping material portions of the Equity or Assets that, in the aggregate, meet the standards for a single Qualified Bid, and reserves the right to conduct more than one Transaction process or Auction with respect to non-overlapping material portions.

Due Diligence

• Only Potential Bidders that have submitted acceptable Preliminary Bid Documents are eligible to receive access to the Debtor's electronic data room and additional non-public, non-privileged information.
• The Debtor will provide reasonable due diligence information as requested in writing and will post substantially all written due diligence provided to the electronic data room.
• Potential Bidders may not, directly or indirectly, contact or engage in discussions with any customer, supplier, or contractual counterparty of the Debtor without prior written consent.
• The due diligence period ends on the Bid Deadline, provided that the Debtor may provide reasonable access to information reasonably requested by any Qualified Bidder after the Bid Deadline.
• For any Bidder who is a competitor or customer (or affiliated with one) of the Debtor, the Debtor reserves the right to withhold or modify any commercially sensitive diligence materials.
• Potential Bidders shall not communicate among themselves without the Debtor's prior written consent; any attempt at such communication must be immediately reported to the Debtor's counsel and investment banker, and may result in disqualification.

Evaluation of Bids

• Prior to the Auction, the Debtor and its advisors will evaluate Qualified Bids and identify the highest or otherwise best Bid (which may be the Stalking Horse Bid) as the Starting Bid. The Debtor may select more than one Qualified Bid to collectively serve as the Starting Bid if each contemplates the purchase of different Assets and/or the Equity.
• The Debtor may engage in negotiations with bidders prior to selection of the Successful Bidder.
• Evaluation factors include, among others: the amount of the Purchase Price; the chapter 11 plan markup or draft purchase agreement and the comparative favorability of its terms; the assets and liabilities excluded and any executory contracts, leases, or other liabilities proposed to be assumed; any benefit to the estate from assumption or waiver of liabilities; the certainty of a Qualified Bid leading to a confirmed Plan; the Transaction structure and execution risk (including conditions to, timing of, and certainty of closing, termination provisions, financing availability, and required regulatory approvals); and any other factors the Debtor reasonably deems relevant in the exercise of its fiduciary duties.
• Promptly after determination of the Starting Bid, the Debtor will distribute a copy to each Qualified Bidder who has submitted a Qualified Bid with respect to the Equity and/or Assets.

Auction Details

• If no Qualified Bids other than the Stalking Horse Bid are received by the Bid Deadline, the Debtor may cancel the Auction and, in its business judgment, designate the Stalking Horse Bid as the Successful Bid, with notice filed within two business days.
• If one or more Qualified Bids are received, the Auction will be held on July 24, 2026, at the office of Brownstein Hyatt Farber Schreck, LLP, 675 15th Street, Suite 2900, Denver, CO 80202, or at such later time or other place as the Debtor determines.
• Auction Procedures include:
  • The Auction will be conducted openly.
  • Only Qualified Bidders, including the Stalking Horse Bidder, may bid, and must appear through duly authorized representatives.
  • Attendance is limited to authorized representatives of Qualified Bidders (including the Stalking Horse Bidder), the Debtor, and creditors with their respective advisors; creditors must notify counsel for the Debtor at least five business days prior to the Auction.
  • Bidding begins at the applicable Starting Bid.
  • Each Qualified Bidder will be permitted a reasonable time to respond to previous Bids.
  • The bidding will be transcribed or recorded.
  • No collusion or coordination among Qualified Bidders is permitted, and each Qualified Bidder must confirm on the record that it has not engaged in collusion and that its Bid is irrevocable, binding, good faith, and bona fide; provided that two or more Qualified Bidders may submit a combined Bid with the Debtor's approval.
  • The Auction will not close until all Qualified Bidders have had a reasonable opportunity to submit an overbid, subject to the Debtor's right to require last and final bids on a "blind" basis.
  • The Debtor may adjourn the Auction one or more times to facilitate discussions, allow consideration, or obtain additional evidence of funding sufficiency.
  • The Debtor may announce other Auction Procedures on the record, provided they are consistent with the Bid Procedures Order, the Bankruptcy Code, and other Court orders.
• Nothing in the Auction Procedures will prevent the Debtor from exercising its fiduciary duties.

Acceptance of the Successful Bid

• The Auction continues until only one Qualified Bid remains the highest or otherwise best Bid (the Successful Bid), and further bidding is unlikely to produce a different acceptable result.
• In determining the highest or otherwise best Qualified Bid, the Debtor may consider: (a) the amount and nature of total consideration; (b) the likelihood and timing of closing; (c) the net economic effect of any changes to estate value from the Transaction; (d) the tax consequences; and (e) the certainty of confirming a chapter 11 plan.
• The Debtor may select more than one Qualified Bid to collectively serve as a Successful Bid if each contemplates the purchase of different Equity or Assets.
• The Debtor shall promptly file notice of the Successful Bid(s) and Successful Bidder(s) with the Court.

Backup Bidder

• The Qualified Bidder(s) with the second highest or otherwise best Bid(s) will be designated the Backup Bidder at the conclusion of the Auction and announced to participating Qualified Bidders.
• Each Backup Bidder must keep its Qualified Bid open and irrevocable until the earlier of (i) closing of the Transaction with the Successful Bidder and (ii) confirmation of the Plan.
• If a Successful Bidder fails to consummate the Transaction, the Backup Bidder will automatically be deemed the Successful Bidder and required to consummate the Transaction as soon as commercially practicable, with notice filed by the Debtor.

Assumption and Assignment Procedures

• Cure Notice: By June 8, 2026, the Debtor will file the Assumption and Assignment Notice identifying potential Assumed Contracts (the Cure Schedule) and serve it on all counterparties, the U.S. Trustee, parties requesting Rule 2002 notice, the Objection Notice Parties, and any other party entitled to notice pursuant to the Court's Limited Notice List order (Docket No. 183). The Cure Schedule will identify each potential Assumed Contract and counterparty, list the proposed Cure Amounts, state that assumption and assignment is not required or guaranteed, and inform counterparties of the Cure/Assignment Objection Deadline. Service does not constitute an admission that any contract is executory or unexpired.
• Cure and Assignment Objections: Counterparties must file any Cure Objection and/or Assignment Objection by June 22, 2026 (the Cure/Assignment Objection Deadline).
• Adequate Assurance Objections: Objections to the Successful Bidder's proposed adequate assurance of future performance must be filed no later than July 20, 2026; provided that, per the Assumption and Assignment Notice (Exhibit 2), any objection to (i) the Stalking Horse Bidder's ability to provide adequate assurance, or (ii) the Cure Amounts to be cured by the Stalking Horse Bidder or any non–Stalking Horse Successful Bidder, must be filed by June 22, 2026.
• Effect of Filing: A properly filed Contract Objection reserves rights only with respect to the assumption and assignment of the contract at issue and/or accompanying Cure Amounts, and does not constitute an objection to the remaining relief in the Motion.
• Dispute Resolution: Any unresolved Contract Objection will be heard at a date agreed by the parties or fixed by the Court. Unresolved contracts may be conditionally assumed and assigned subject to the Successful Bidder's consent, pending resolution. If a Contract Objection is not satisfactorily resolved, the Successful Bidder may determine the contract should not be an Assumed Contract (in which case it bears no responsibility for the related Cure Amounts). Where an objection is solely a Cure Objection (a “Cure Dispute”), the contract may nonetheless be assumed and assigned to the Successful Bidder provided the cure amount the counterparty asserts under Bankruptcy Code section 365(b)(1)(A) and (B) (or such lower agreed amount) is deposited into a segregated account pending the Court's adjudication or the parties' consensual resolution of the Cure Dispute.
• Supplemental Cure Notice: The Debtor may supplement the Cure Notice (or modify previously stated Cure Amounts) at any time before closing (or as set forth in the Plan for an Equity Transaction), after consultation with the Successful Bidder. Counterparties may file a Supplemental Cure/Assignment Objection by the later of (x) seven days following service and (y) the Cure/Assignment Objection Deadline.
• No Obligation: Inclusion of a contract on a Cure Notice or Supplemental Cure Notice does not obligate the Debtor to assume, assume and assign, or transfer such contract, nor does it obligate the Stalking Horse Bidder or any other Successful Bidder to take assignment. Only contracts included on a schedule attached to the Successful Bidder's definitive agreement will be assumed and assigned.

Reservation of Rights and Fiduciary Out

• The Debtor reserves the right to modify the Bid Procedures in its business judgment and consistent with its fiduciary duties, including by: (a) extending deadlines; (b) adjourning the Auction; (c) modifying Auction Procedures; (d) canceling the Auction; (e) rejecting any or all Bids or Qualified Bids; and (f) adjusting the minimum overbid increment (including by requiring "blind" last or final bids).
• Nothing in the Order or Bid Procedures waives any rights, remedies, or defenses of any party under applicable law, including the Debtor's right to seek relief regarding the Auction, the Bid Procedures, or the Transaction (including extension of the Bid Deadline).
• Nothing requires the Debtor to take or refrain from any action inconsistent with its fiduciary obligations under applicable law.
• Through the date of the Auction, the Debtor and its advisors retain the right to consider, respond to, and facilitate Alternate Proposals; provide access to non-public information under confidentiality agreements; maintain discussions regarding Alternate Proposals; and engage with holders of claims, equity interests, or any other parties in interest (including the U.S. Trustee).

Confirmation Hearing

• The Confirmation Hearing to consider confirmation of the Plan will be held before the Honorable Kimberley H. Tyson, United States Bankruptcy Judge for the District of Colorado, at 721 19th Street, Denver, CO 80202.
• At the Confirmation Hearing, the Debtor will present the Plan (incorporating the terms of the Successful Bid(s)) for confirmation. The Debtor will seek findings that, among other things: (a) the Auction was conducted, and the Successful Bidder(s) were selected, in accordance with the Bid Procedures; (b) the Auction was fair in substance and procedure; (c) the Successful Bid(s) were Qualified Bids; and (d) consummation will provide the highest or otherwise best offer and is in the best interests of the Debtor and its estate.
• The Confirmation Hearing may be continued by the Debtor by sending notice prior to, or making an announcement at, the hearing, with no further notice required.

Asset Purchase Agreement Summary

Overview

• The Debtor, Glenwood Caverns Holdings, LLC, filed a Notice of Successful Bidder and Backup Bidder with respect to the sale of all or substantially all of its assets, pursuant to the Court's order establishing bidding procedures for the sale and procedures for the assumption and assignment of executory contracts and unexpired leases (Docket No. 225) (the "Bid Procedures Order").
• The Bid Deadline for potential bidders to submit Qualified Bids was July 17, 2026. The Debtor received one Qualified Bid in addition to the Qualified Bid submitted by the Stalking Horse Bidder, and accordingly held the Auction on July 24, 2026.
• The Auction proceeded through multiple rounds of bidding until the last qualified overbid was not countered.
• The sale is being effectuated through the Debtor's plan of reorganization pursuant to section 1141(c) of the Bankruptcy Code, subject to entry of the Confirmation Order.

Parties Involved

• Successful Bidder / Buyer: GVC Glenwood LLC, a Colorado limited liability company (subject to Court approval)
• Backup Bidder: Glenwood Mountain LLC, the Stalking Horse Bidder, which submitted the second-highest bid at the Auction
• Seller's Chief Restructuring Officer: Paul D. Maniscalco, who is also the sole individual named in the Agreement's "Knowledge of Seller" definition (together with any manager, director, or officer of Seller, after due inquiry)
• The Asset Purchase Agreement was executed on Buyer's behalf by Scott Nocas, Manager (Attn: Scott Nocas, snocas@gondolaventures.com) and GTC2026, LLC (Attn: Steve Beckley), together with counsel at Senn Fortis, Markus Williams, LLC, the Law Offices of Kevin S. Neiman P.C., Glade Voogt Lopez Smith PC, The Barsness Law Firm, P.C., and Orrick, Herrington & Sutcliffe LLP.
• The Confidentiality Agreements incorporated into the Agreement were entered into with Hilco by Gondola VC, LLC, a Washington limited liability company (Mar. 19, 2026), and Glenwood Tramway, LLC (Mar. 18, 2026).
• Brownstein Hyatt Farber Schreck, LLP serves as counsel to the Debtor and debtor in possession.
• Title Company: Commonwealth Title Company of Garfield County, Colorado.

Background

• The Seller commenced a voluntary chapter 11 case on Feb. 9, 2026 in the U.S. Bankruptcy Court for the District of Delaware, styled In re Glenwood Caverns Holdings, LLC, Case No. 26-10166-LSS.
• Venue was transferred to the U.S. Bankruptcy Court for the District of Colorado on May 4, 2026 pursuant to an Order Transferring Venue and assigned Case No. 26-13137-KHT.
• The Business consists of (a) owning and operating an above-ground and subterranean amusement and adventure park atop Iron Mountain in Glenwood Springs, Colorado, including guided cave tours, thrill rides, and other entertainment experiences; (b) owning and operating the Iron Mountain Tramway; (c) operating related food and beverage concessions and retail and gift shop operations; (d) hosting events; and (e) owning related real property.

Successful Bid

• The Debtor estimates the Successful Bidder's purchase price at $14,786,000, comprised of:
  • Assumption of the secured loan with the Secured Lender, estimated to have a remaining balance of approximately $12,086,000 at closing;
  • $2,700,000 in additional cash; and
  • Assumption of the Cure Amounts detailed in the Assumption and Assignment Notice.
• The Successful Bidder is purchasing all of the Debtor's assets other than the Excluded Assets identified in its Asset Purchase Agreement, and will assume contracts consistent with Section 1.1(b) of the Disclosure Schedule appended to the Asset Purchase Agreement.
• The Asset Purchase Agreement attached to the Notice is dated as of July 17, 2026 — before the Auction — and remains subject to finalization. It reflects the accepted terms other than the additional cash committed at the Auction; accordingly, the Cash Payment stated in the Agreement ($1,492,580) does not reflect the $2,700,000 in additional cash described above.

Backup Bid

• The Debtor estimates the Backup Bidder's purchase price at $14,686,000, comprised of:
  • Assumption of the secured loan with the Secured Lender, estimated to have a remaining balance of approximately $12,086,000 at closing;
  • $2,207,000 in additional cash; and
  • Assumption of the Cure Amounts detailed in the Assumption and Assignment Notice.
  As filed, these components do not reconcile to the stated total: the assumed loan balance and additional cash sum to $14,293,000, or $393,000 less than the $14,686,000 aggregate. The stated total is $100,000 below the Successful Bid, consistent with a bid increment.
• If the Backup Bidder becomes the Successful Bidder, it would purchase all of the Debtor's assets other than the Excluded Assets as defined in the Backup Asset Purchase Agreement, submitted as Exhibit B to the Notice of Filing of Plan Supplement in Connection with the Combined Disclosure Statement and Plan of Reorganization (Docket No. 286).
• The Backup Asset Purchase Agreement currently reflects the agreed-upon terms of the Backup Bidder in its capacity as Stalking Horse Bidder, consistent with the Backup Bid other than the additional cash bid at the Auction.

Purchase Price Under the Asset Purchase Agreement

• The aggregate consideration for the Purchased Assets consists of:
  • A Cash Payment equal to $1,492,580, less the Buyer Proration Amount, if any, plus the Seller Proration Credit, if any (this figure predates the Auction and does not include the $2,700,000 in additional cash committed by the Successful Bidder at the Auction);
  • Payment of Cure Costs up to the Cure Costs Cap; and
  • Assumption of the Assumed Liabilities.
• Buyer will determine the allocation of the Purchase Price among the Purchased Assets consistent with section 1060 of the Code within 90 days following the Closing Date, and the parties will file all Tax Returns consistent with such Allocation.
• Buyer and any other applicable withholding agent may deduct and withhold from the Purchase Price all Taxes required under applicable Tax Law, with withheld amounts treated as delivered to Seller.
• Buyer represents that it has, or will have at Closing, sufficient cash on hand or other immediately available funds to pay the Purchase Price and consummate the Transactions.
• There is no reduction in the Purchase Price if Buyer designates any Purchased Assets as Excluded Assets, nor any adjustment for the addition or removal of Assigned Contracts or Assigned Leases prior to Closing.

Deposit Under the Asset Purchase Agreement

• Provided the Agreement had not been earlier terminated, Buyer was required to make an earnest money deposit of $1,357,858 in cash into the Escrow Account no later than July 17, 2026, pursuant to the Escrow Agreement.
• The Deposit is held by Seller in a separate account, is not subject to any lien, attachment, trustee process, or other judicial process of any creditor of Seller, and is applied against the Purchase Price at Closing.
• Release of the Deposit, together with accrued investment income:
  • If Closing occurs, the Deposit is retained by Seller and applied against the Cash Payment;
  • If Seller terminates for Buyer breach under Section 7.1(d), the Deposit is retained by Seller within five business days of termination; and
  • If terminated for any other reason, the Deposit is returned to Buyer within five business days of termination.
• If Seller fails to return the Deposit where Buyer is entitled to it and Buyer obtains a judgment in a suit to recover it, Seller must also pay Buyer's costs and expenses, including attorneys' fees, incurred in connection with such suit.

Assets Being Sold

• At Closing, Seller will sell, assign, transfer, convey, and deliver to Buyer, free and clear of any Encumbrances and pursuant to section 1141(c) of the Bankruptcy Code, all of Seller's right, title, and interest in the Purchased Assets — defined as all assets, properties, rights, and interests of every kind and nature of Seller, whether real, personal or mixed, tangible or intangible (including goodwill), other than the Excluded Assets.
• The Purchased Assets include, without limitation:
  • The Assigned Contracts (including Intellectual Property Agreements) listed on Schedule 1.1(b) and the Assigned Leases listed on Schedule 1.1(d). Schedule 1.1(b) was filed with the Disclosure Schedule; no Schedule 1.1(d) was included in the filing, and the Agreement's closing provisions refer throughout to "each Assigned Lease, if any." Numerous real property and equipment leases appear instead on the Schedule 1.1(b) Assigned Contracts list;
  • The Acquired Real Property in Garfield County, Colorado and all improvements and fixtures thereon, comprising six parcels including Lot 1 and an undivided one-half interest in Lot 5 of the Replat of Two Rivers Plaza, acreage in Township 6 South, Range 89 West of the Sixth Principal Meridian, a tramway easement interest, and the CDOT Exchange Property;
  • Accounts Receivable; inventories and equipment; all Intellectual Property Assets; all vehicles owned by Seller; assignable Permits (including Environmental Permits) and Governmental Authorizations and pending applications therefor;
  • Security, maintenance and other deposits held by landlords, vendors, trade creditors, or other parties; proceeds of bonds, letters of credit, guarantees, and other security, and insurance, condemnation, and similar proceeds (subject to the exclusion of the Insurance Policies and all claims, recoveries and proceeds thereunder as Excluded Assets, and to Section 5.7, under which Seller retains all insurance rights and proceeds for occurrences on or prior to Closing); rights under warranties, indemnities, and similar rights against third parties;
  • All Customer Information;
  • Acquired Avoidance Actions — Avoidance Actions against any customer, supplier, manufacturer, distributor, or vendor of Seller, or any other Person with whom Seller has an ordinary course commercial relationship;
  • Prepaid Items; setoffs, rights of recoupment, equity rights, defenses, and rights to any refund, rebate, abatement, or other recovery; Tax refunds, Tax attributes, and Tax assets attributable to the activity of the Business after the Closing Date;
  • Books and Records; all goodwill and going concern value of the Business; and all estates, easements, licenses, rights of way, water rights, mineral rights, appurtenances, and privileges related to the Acquired Real Property.

Excluded Assets

• Excluded Assets include, among other items:
  • Excluded Contracts (including all vehicle leases, which the Agreement assigns to Schedule 1.2(a)) and Excluded Leases;
  • Vehicles set forth on Schedule 1.2(c). The only schedule filed under the Excluded Assets heading is captioned "(c) Excluded Vehicle Leases" and states "None"; no separate list of Excluded Vehicles was filed, and Section 3.16 of the Disclosure Schedule identifies no vehicle as excluded. In practice, therefore, no vehicles or vehicle leases appear to be excluded, and the Cornerstone bus lease under which Seller's two Ford F-550 buses are held is an Assigned Contract;
  • Corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account, and other records having to do with Seller's corporate organization;
  • All Avoidance Actions other than the Acquired Avoidance Actions;
  • All Benefit Plans and assets attributable thereto;
  • All Insurance Policies and other insurance policies, binders, or arrangements, including tail, runoff, occurrence-based, or claims-made liability policies, and all claims, recoveries, and proceeds thereunder (including insurance proceeds relating to any wrongful death claim, personal injury claim, or other Claim arising out of pre-Closing occurrences);
  • All collateral, letters of credit, cash, or other assets securing any Insurance Policies or workers' compensation insurance;
  • Tax refunds, Tax attributes, and Tax assets attributable to any Pre-Closing Tax Period; and
  • All cash and cash equivalents, including the Cash Payment.
• At any time at least one business day prior to Closing, Buyer may, in its sole discretion, designate additional Purchased Assets (other than executory Contracts or unexpired Leases subject to Section 1.8(b)) as Excluded Assets, with no reduction in the Purchase Price; Liabilities related to any such designated asset constitute Excluded Liabilities.
• Where Customer Information included in the Purchased Assets constitutes "sensitive data" under the Colorado Privacy Act, C.R.S. § 6-1-1301 et seq., or comparable law, Seller must — if requested by Buyer — use commercially reasonable efforts to obtain any required consents before transfer. Any such information for which consent is not obtained prior to Closing is treated as an Excluded Asset, with Seller to continue using commercially reasonable efforts post-Closing to obtain such consents and promptly transfer the information once obtained. Prior to Closing, Seller must purge all payment card data stored in plain text; no payment card data will be transferred, and such data constitutes an Excluded Asset.

Assumed Liabilities

• Buyer will assume only the following Liabilities:
  • All Liabilities in respect of the Assigned Contracts and Assigned Leases;
  • All Liabilities under the Third Amended and Restated Master Business Loan Agreement, dated March 23, 2022, between Seller as borrower and Community Banks of Colorado, a division of NBH Bank, as lender, and the related loan documents (the "Assumed Indebtedness"), as modified pursuant to the Plan, including the following promissory notes:
    • Term Note, dated March 7, 2014, original principal amount $8,250,000, as amended and restated;
    • RLOC Note, dated April 4, 2016, original principal amount $400,000, as amended, with a maximum principal amount of $700,000;
    • Gondola Note, dated March 23, 2018, original principal amount $7,215,000, as amended; and
    • CDOT Note, dated March 23, 2022, original principal amount $3,000,000;
  • All Liabilities to retail customers of Seller's facilities under season passes or similar programs; and
  • All Liabilities incurred in the Ordinary Course for goods or services actually received by Buyer on or after the Closing date, whether or not they appear as liabilities on Seller's Books and Records prior to Closing.

Excluded Liabilities

• Buyer will not assume any Liabilities of Seller or its Affiliates other than the Assumed Liabilities. Excluded Liabilities include, among others:
  • All Administrative Expense Claims; Liabilities incurred in connection with the negotiation and performance of the Agreement, the Ancillary Documents, the Plan, and the Transactions, including professional fees, retention bonuses, success fees, and change of control payments;
  • Liabilities related to professionals retained under sections 327 and 1103 of the Bankruptcy Code; administrative expenses and priority claims accrued through the Closing Date; and post-closing administrative wind-down expenses of the estate, all of which are payable by Seller;
  • All Taxes of Seller, Taxes relating to the Business, Purchased Assets, or Assumed Liabilities for any Pre-Closing Tax Period, and Taxes arising from the Transactions or that are Seller's responsibility under Section 5.14;
  • Liabilities relating to the Excluded Assets, Excluded Contracts, and Excluded Leases, including rejection damages under section 365 of the Bankruptcy Code;
  • All Indebtedness other than the Assumed Indebtedness, including obligations to merchant cash advance lenders, and all related guarantees and reimbursement obligations;
  • Claims arising out of the operation of the Business or the Purchased Assets on or prior to the Closing Date, and any Claims against Seller, including settlements and resolutions thereof;
  • Any Liability for injury to person or property or wrongful death claims — including the claim disclosed on Section 3.10(a) of the Disclosure Schedules and all related Claims — relating to any product, service, or any facility, ride, attraction, or premises owned, operated, or maintained by Seller, together with any attributable insurance proceeds; and any recall or design defect claims;
  • All Benefit Plan and employee-related Liabilities, including wages, bonuses, accrued vacation, workers' compensation, severance, retention, and termination payments, COBRA obligations for "M&A qualified beneficiaries," and WARN Act liabilities relating to terminations on or prior to Closing;
  • Environmental Claims and Liabilities under Environmental Laws arising out of facts, circumstances, or conditions existing on or prior to Closing or Seller's acts or omissions;
  • Liabilities from unfulfilled commitments, quotations, purchase orders, customer orders, or work orders; indemnification obligations to present or former officers, directors, employees, or agents; obligations to equity holders respecting dividends, distributions, redemptions, or option payments;
  • Liabilities under Contracts, Leases, or Permits not validly assigned, that do not conform to the representations and warranties, or arising from Seller's breach or noncompliance;
  • Liabilities relating to any business or property formerly owned or operated by Seller or its Affiliates or predecessors; non-compliance with bulk sales, bulk transfer, or similar Laws; outstanding drafts or checks as of Closing; "de facto merger," "successor-in-interest," or fraudulent transfer theories of Liability; and any failure by Seller or its Affiliates to comply with any Law or Order.

Assumption and Assignment of Contracts and Leases

• Seller will provide timely written notice of the motion seeking entry of the Confirmation Order to all counterparties to Assigned Contracts and Assigned Leases and take all actions reasonably necessary to cause such Contracts and Leases to be assumed and assigned to Buyer under section 365 of the Bankruptcy Code.
• The Confirmation Order will provide that, as of and conditioned on Closing, Seller will assume and assign the Assigned Contracts and Assigned Leases to Buyer, each identified by name or description and date, counterparty, and notice address, in a notice filed with the Bankruptcy Court setting forth Seller's good faith estimate of the amounts necessary to cure defaults.
• Seller will file such motions or pleadings as necessary to (i) assume and assign the Assigned Contracts and Assigned Leases, (ii) subject to Buyer's consent, determine the amount of Cure Costs, and (iii) reject all other executory Contracts and unexpired Leases.
• Up to three business days prior to the Closing Date, Buyer may notify Seller in writing of any Assigned Contract or Assigned Lease it does not wish to assume, or any Contract or Lease (other than the Excluded Vehicle Leases) it wishes to add, in each case without adjustment to the Purchase Price. Within the same period, Buyer may also designate any Contract or Lease for rejection effective on the Closing Date or as soon as practicable thereafter.
• Prior to or at Closing, Seller may not reject, terminate, amend, supplement, modify, waive rights under, or create any adverse interest with respect to any Contract or Lease without Buyer's prior written consent, except where Buyer has designated the Contract or Lease for rejection.
• A Contract or Lease that is terminated by Seller or the counterparty, or that expires by its terms prior to assumption, will not be an Assigned Contract or Assigned Lease. Similarly, a Purchased Asset requiring a Consent or Governmental Authorization that has not been obtained will not transfer to Buyer at Closing.
• Section 1.1(b) of the Disclosure Schedule lists 80 agreements, of which 65 carry a Cure Amount of $0.00. The largest cure items are an Equipment Lease with D.C.S. America LLC d/b/a Cornerstone Bus Leasing and Rentals ($21,016.72); a Master Agreement with accesso, LLC ($4,072.58); an Equipment Services Agreement with Colorado Energy Systems ($3,889.84); a Facility Service Agreement with Alsco ($1,097.48); a Tax Services Agreement with The Hartford Financial Services Group, Inc. ($930.74); an Independent Contractor Agreement with Karin Gamba ($516.67); an Exclusive Sponsorship Agreement with Swire Pacific Holdings Inc. d/b/a Swire Coca-Cola, USA ($351.75); and the Second Amended and Restated Shared Services Agreement with Iron Mountain Hot Springs LLC ($290.00). Other listed agreements carrying no cure include the Master Business Loan Agreement with Community Bank of Colorado, the Attraction Programming Agreements with SimEx-Iwerks Inc. and Iwerks Entertainment Inc., commercial and parking lot leases with Iron Mountain Hot Springs LLC, leases with the City of Glenwood Springs and Union Pacific Railroad Company, a Verizon Wireless lease, and a U.S. Government Lease for Real Property with the United States of America.
• Schedule 1.1(b) item 54 is described as "Seller's Collective Bargaining Agreement with respect to property insurance (Cure Amount: $0.00)," which sits in tension with Seller's representation in Section 3.13(c) that it is not and has never been party to any collective bargaining agreement or similar contract with any labor organization, union, or association.

Cure Costs

• Cure Costs Cap: $150,000. At Closing, Buyer will pay in full and in cash to the applicable counterparties all Cure Costs up to the Cure Costs Cap, which payment is a condition to Seller's Closing obligations.
• Seller is responsible for, and must pay or cause to be paid, all Excess Cure Costs — Cure Costs in excess of the Cure Costs Cap — at or prior to Closing.
• On the Agreement Date, Seller set forth on Section 1.1 of the Disclosure Schedules its good faith estimate of the Cure Costs for each executory Material Contract and unexpired Lease. The scheduled Cure Amounts aggregate approximately $32,975, well within the $150,000 Cure Costs Cap, so no Excess Cure Costs are currently anticipated.

Adequate Assurance

• Buyer will provide adequate assurance of future performance under each Assigned Contract and Assigned Lease as required under the Bankruptcy Code, and will promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding to that effect, including furnishing affidavits, non-confidential financial information, and other documentation, and making its Representatives available to testify.
• The parties agree, and Bankruptcy Court filings will reflect, that the provisions of the Agreement are reasonable, were a material inducement to Buyer, and are designed to achieve the highest and best price for the Purchased Assets.
• Nothing in the Agreement requires any director or officer of Seller to violate their fiduciary duties, though no such action or inaction will prevent Buyer from exercising its termination rights.

Sale Free and Clear & Successor Liability

• The Purchased Assets are to be transferred free and clear of all Encumbrances other than those related to Assumed Liabilities, with the Acquired Real Property conveyed by Special Warranty Deed free and clear of all liens, claims, and Encumbrances other than the liens securing the Assumed Indebtedness and the Permitted Title Exceptions.
• The parties waive compliance with bulk sales, bulk transfer, and similar Laws, and will take such steps as necessary to so provide in the Confirmation Order; any Liabilities arising from non-compliance are Excluded Liabilities.
• The Plan and Confirmation Order will provide that Buyer is not liable for and has no Liability related to Tax Claims — any Claims of the IRS, the Colorado Department of Revenue, or any other taxing authority related to or against Seller, its Representatives, equityholders or Affiliates, the Purchased Assets, or the Business — and that the Purchased Assets transfer free and clear of any Encumbrances related to such Tax Claims.
• To the fullest extent permitted by applicable Law, including section 1141 of the Bankruptcy Code, Buyer will not be deemed a successor to Seller, to have merged with or into Seller, to be a mere or substantial continuation of Seller, or to be liable for any acts or omissions of Seller other than as expressly set forth in the Agreement, and will have no successor or vicarious liability of any kind, known or unknown, fixed or contingent.
• The Confirmation Order will, among other things, find that Buyer is a "good faith" buyer within the meaning of section 363(m) of the Bankruptcy Code and grant Buyer the protections thereof, find that Buyer is not a successor to Seller, find that Buyer has provided adequate assurance of future performance under the Assigned Contracts, and find that Buyer has no Liability for any Excluded Liabilities.

Closing and Closing Deliverables

• Closing will occur remotely at 10 a.m. Mountain Time on the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at Closing), or at such other time as the parties agree in writing, and will be effective as of 12:01 a.m. Eastern Time on the Closing Date.
• Seller's deliverables include the Special Warranty Deed; the Bill of Sale and Assignment and Assumption Agreement; Intellectual Property Assignments; a Lease Assignment and Assumption Agreement for each Assigned Lease; officer's and secretary's certificates; a FIRPTA certificate under Treasury Regulations Section 1.1445-2(b); an IRS Form W-9; certificates from Delaware, Colorado, and each other qualifying jurisdiction, dated within three business days of Closing, certifying Seller's good standing and that all applicable Taxes and fees of Seller through the Closing Date have been paid; a closing statement reflecting all prorations, credits, and adjustments; a certified copy of the Confirmation Order; certificates of title (with lien releases where necessary) to the Owned Vehicles; and documents required by the lender under the Assumed Loan Documents to effectuate Buyer's assumption of the Assumed Indebtedness. Deliveries may be made to Buyer or to the Title Company, Commonwealth Title Company of Garfield County, Colorado.
• Buyer's deliverables include payment of the Cash Payment minus the Deposit by wire transfer to an account designated by Seller at least two business days prior to Closing; the Bill of Sale and Assignment and Assumption Agreement; the Intellectual Property Assignment; a Lease Assignment and Assumption Agreement for each Assigned Lease; an officer's certificate; and the Assumption Documents required by the lender under the Assumed Loan Documents.

Prorations

• Real estate, property, and personal taxes (other than Transfer Taxes) related to the Purchased Assets; vehicle license, title, registration, and Permit renewal fees; Permit renewal fees related to the Business; lease payments under Assigned Leases paid by Buyer after Closing; and all Prepaid Items will be prorated as of 11:59 p.m. local time on the day immediately preceding the Closing Date.
• Prorations will be calculated on an accrual basis in accordance with GAAP based on the actual number of days in each applicable period, with Seller responsible for amounts relating to the period prior to the Proration Time and Buyer responsible for the period from and after the Proration Time.
• Amounts prepaid by Seller for periods extending beyond the Proration Time will be reimbursed by Buyer at Closing as the Seller Proration Credit; amounts Buyer must pay post-Closing attributable to the pre-Proration Time period will be credited against the Purchase Price as the Buyer Proration Amount.
• Prorations are final and binding except for post-Closing adjustments for property and personal Taxes, and will be settled at Closing by adjustment to the Purchase Price or, if not then determinable, within 30 days following Closing by wire transfer.

Employee Matters

• Effective as of the Closing Date, Buyer will make offers of employment to certain employees of Seller who remain employed and actively working as of that date; such offers are contingent upon the Closing, and accepting employees ("Acquired Employees") will be retained on an at-will basis with pay rates, salary, benefits, and other terms determined by Buyer. Each Acquired Employee will automatically cease to be an employee of Seller as of the Closing.
• Seller remains solely responsible for all Employee Liabilities, including wages, overtime, commissions, bonuses, accrued vacation and paid time off, fringe, pension and profit sharing benefits, stipends and allowances, and severance for periods on or prior to the Closing Date, and must pay all such amounts to entitled persons on or prior to the Closing Date.
• Seller also remains solely responsible for all medical, dental, life insurance, health accident, and disability benefit claims, and for all workers' compensation claims, of current or former employees, officers, directors, independent contractors, or consultants of the Business (and their spouses, dependents, and beneficiaries) relating to events occurring on or prior to the Closing Date, and must pay such amounts as and when due.
• To the extent permitted by Buyer's benefit plans and applicable law, transferring employees will receive service credit for their period of service with Seller for eligibility purposes under the group health plan and for eligibility and vesting under the defined contribution retirement plan.

Selected Covenants

• From the date of the Agreement until Closing, Seller will afford Buyer and its Representatives full and free access to inspect the Real Property, properties, assets, premises, Books and Records, Contracts, and other data related to the Business, and will instruct its Representatives to cooperate with Buyer's investigation.
• Seller will maintain the Insurance Policies in full force and effect through the Closing Date and retains all rights, claims, and proceeds thereunder with respect to occurrences on or prior to the Closing Date. Buyer is entitled to insurance proceeds for any tangible Purchased Assets damaged after the Effective Date and not repaired by Closing, and is responsible for obtaining its own coverage effective as of the Closing Date.
• Prior to Closing, Seller will pay or satisfy all unpaid postpetition Liabilities incurred between the Petition Date and Closing, including payroll, employment benefits, and other Employee Liabilities, and vendor, supplier, and other Ordinary Course Liabilities.
• All transfer, documentary, sales, use, stamp, registration, value added and similar Taxes and fees incurred in connection with the Agreement will be borne and paid by Buyer when due, with Buyer filing the related Tax Returns at its own expense. The parties will cooperate in good faith to mitigate or eliminate such Taxes, including seeking any exemption available under section 1146(a) of the Bankruptcy Code and including conforming provisions in the Plan and Confirmation Order. Separately, Seller must timely file and pay all Taxes arising from its operations for the year ended Dec. 31, 2025 and for the portion of the taxable period including the Closing Date for which Buyer may be liable as transferee of the Business.
• Within 10 days following Closing, Seller must discontinue use of its current name and any trade or "d/b/a" names, may not adopt any name including the words "Glenwood," "Caverns," "Adventure," and/or "Park" without Buyer's prior written consent, and must cause the case caption to be changed to its new name.
• From and after Closing, each party must remit to the other within five business days any funds it or its Affiliates receive relating to the other's assets — Seller as to Accounts Receivable and other Purchased Assets, and Buyer as to Excluded Assets. More broadly, any misdirected right, property, or asset must be promptly transferred (and endorsed and delivered, if received as cash or checks) and is deemed held in trust for the entitled party until transferred; misallocated Liabilities must likewise be transferred to, and assumed by, the responsible party.
• For one year after Closing, Buyer must retain the Books and Records (including personnel files) relating to pre-Closing periods and afford Seller's Representatives reasonable access during normal business hours, at Seller's expense; Seller has a reciprocal one-year retention and access obligation as to its own pre-Closing books and records. Neither party need provide access where doing so would violate applicable Law.
• Following Closing, in any dispute with a third party other than Seller, Buyer may assert — or require Seller to assert — the attorney-client privilege over Seller's privileged materials, and Seller may not, absent Buyer's prior written consent or a legal requirement, disclose or transfer such materials in a manner that would reasonably be expected to waive that privilege.
• The Confidentiality Agreement remains in effect, but Buyer's obligations as to confidential information constituting a Purchased Asset or Assumed Liability terminate at Closing. From Closing, the confidential information and trade secrets in the Purchased Assets become Buyer's "Business Confidential Information"; Seller may not use it and must keep it confidential, except to the extent Buyer has made it public or Seller is required by Law (including in connection with the Bankruptcy Case) to disclose it, in which case Seller must give Buyer advance notice and cooperate to limit disclosure.
• Each party will make required filings and use reasonable best efforts to obtain all Governmental Authority consents, and Seller will seek all third-party consents described on Section 3.3 of the Disclosure Schedules. Nothing, however, requires Buyer or its Affiliates to divest or hold separate any assets, to accept conditions on the operation of any business that would reasonably be expected to result in a Material Adverse Effect or materially impair the economic benefits of the Transactions, or to modify or waive any term of the Agreement.
• Seller will reasonably cooperate, at its sole cost, with Buyer's efforts to obtain title insurance for the Acquired Real Property, and Buyer and the Buyer Parties may enter the Acquired Real Property prior to Closing to inspect and conduct tests, surveys, and investigations, subject to specified conditions.
• The parties will cooperate as to the timing and contents of public announcements related to the proposed transaction.

Bankruptcy Court Milestones

• No later than Aug. 31, 2026, Seller must obtain entry of the Confirmation Order, which must be in full force and effect and not reversed, modified, or stayed.
• Seller must seek, on an expedited basis if necessary, entry of the Confirmation Order and any other orders necessary to consummate the Closing on or before the Outside Date.
• Seller must provide Buyer with draft copies of all applications, pleadings, notices, and proposed orders relating to the proceedings at least two business days in advance of the proposed filing date, and all provisions impacting Buyer or relating to the Transactions must be in form and substance reasonably acceptable to Buyer. Seller must also give Buyer reasonable advance notice of any hearings on the motions required to obtain the Confirmation Order.
• Seller may not voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party pursuing, conversion of the Bankruptcy Case to chapter 7, appointment of a chapter 11 or chapter 7 trustee, appointment of an examiner with expanded powers, or dismissal of the Bankruptcy Case.

Conditions to Closing

• Mutual conditions: no Governmental Authority shall have entered any Order making the Transactions illegal or otherwise restraining, prohibiting, or rescinding them; and the Bankruptcy Court shall have entered the Confirmation Order.
• Conditions to Buyer's obligations include the accuracy of Seller's representations and warranties, disregarding materiality qualifiers and subject to a Material Adverse Effect standard, with the Fundamental Representations true and correct in all respects; Seller's performance in all material respects of its covenants; no Claim having been commenced against Seller that would prevent Closing; no Material Adverse Effect having occurred; delivery of all Seller closing items; and no portion of the Acquired Real Property, or access thereto, having been rendered completely untenantable, destroyed, or taken by eminent domain, and no such destruction or taking having resulted in a default under any Lease.
• The Fundamental Representations are those in Section 3.1 (Organization and Qualification of Seller), Section 3.2 (Authority of Seller), Section 3.3 (No Conflicts; Consents), Section 3.6 (Title to Purchased Assets), Section 3.15 (Brokers), and Taxes. The definition cites "Section 3.21 (Taxes)"; the Taxes representation is in fact Section 3.14, and the Agreement contains no Section 3.21.
• Conditions to Seller's obligations include the accuracy of Buyer's representations and warranties, Buyer's performance in all material respects of its covenants, and delivery of all Buyer closing items.

Termination

• The Agreement may be terminated prior to Closing:
  • By mutual written consent of Seller and Buyer;
  • By either party upon a Final Order restraining, enjoining, or prohibiting the Closing or declaring the Transactions unlawful, unless caused by the terminating party's failure to perform;
  • By either party if the Closing has not occurred on or before Sept. 18, 2026 (the "Outside Date");
  • By Seller upon a breach by Buyer such that the conditions in Section 6.3(a) or 6.3(b) would not be satisfied, subject to a cure period ending on the earlier of two business days prior to the Outside Date and 30 days after notice, and unavailable at any time Seller is itself in material breach of any covenant, representation, or warranty;
  • By Buyer upon a breach by Seller such that the conditions in Section 6.2 would not be satisfied, subject to a corresponding cure period and likewise unavailable at any time Buyer is itself in material breach;
  • By either party if Seller enters into one or more Alternative Transactions with a party other than Buyer or the Bankruptcy Court approves an Alternative Transaction other than with Buyer;
  • By either party if the Bankruptcy Case is dismissed or converted to chapter 7, or if a trustee or examiner with expanded powers is appointed;
  • By Buyer if Seller withdraws or seeks authority to withdraw the Plan; if the Confirmation Order is not entered at least two business days prior to the Outside Date; if the Confirmation Order is amended, modified, or supplemented in an adverse way without Buyer's consent, or is voided, reversed, vacated, or stayed; or if any of the Bankruptcy Court Milestones are not met.
• Upon termination, the Agreement becomes null and void and no party or its partners, officers, directors, managers, or equityholders will have Liability thereunder, except that Section 5.6 (Confidentiality), Section 7.2, and Article VIII survive, and no termination relieves a party of Liability for willful material breach prior to termination. Buyer's maximum Liability under the Agreement, including for willful material breach, is capped at the amount of the Deposit.

Remedies

• Buyer is entitled to specific performance against Seller, including to compel consummation of the Closing, in addition to any other remedy available to it, on the basis that the Purchased Assets are unique and Buyer would not have an adequate remedy at law.
• Seller's sole and exclusive remedy for any breach or failure to perform by Buyer, including willful material breach, is termination under Section 7.1(d) and retention of the Deposit as liquidated damages; Seller has no right to seek specific performance against Buyer.
• If Buyer brings an action for specific performance prior to the Outside Date, the Outside Date is automatically extended for the pendency of the action plus 10 business days, or such other period established by the court.
• Other than covenants to be performed following the Closing, no representations, warranties, or covenants survive the Closing, and no party has any liability for breach or inaccuracy of a representation or warranty whether discovered before, on, or after Closing — except that nothing limits any claim for "Fraud and Intentional Misconduct." That term is defined broadly to cover Colorado common law fraud in making the Agreement's express representations (committed with actual knowledge of falsity and intent to induce), intentional or willful misrepresentation or breach of any covenant or agreement in the Agreement or any Ancillary Document, and willful and wanton conduct as that term is used in C.R.S. § 13-21-102; it excludes constructive, equitable, promissory, and unfair-dealings fraud and negligence- or recklessness-based torts.
• Each party bears its own costs and expenses in connection with the Agreement and the Transactions, whether or not the Closing occurs.

Assignment and Designation Rights

• Seller may not assign its rights or obligations without Buyer's prior written consent. Buyer may, without Seller's consent, assign all or any portion of its rights, interests, or obligations to one or more Persons. No assignment relieves the assigning party of any of its obligations under the Agreement.
• Buyer may also, without Seller's consent and by written notice at any time prior to the Closing Date, designate one or more Persons to acquire all or any portion of the Purchased Assets, assume all or any portion of the Assumed Liabilities, or pay all or any portion of the Purchase Price.
• The Agreement confers no rights on third parties and may only be amended, modified, or supplemented by a writing signed by each Party.

Governing Law and Jurisdiction

• The Agreement is governed by the internal laws of the State of Colorado, except to the extent superseded by the Bankruptcy Code.
• Any Agreement Dispute must be brought exclusively in the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken, or, if the Bankruptcy Court is unwilling or unable to hear the Claim, in the state district court in the City and County of Denver, Colorado (or any other state or federal court sitting in Colorado if that court lacks jurisdiction).
• Each Party irrevocably waives any right to a trial by jury in any Agreement Dispute.

Selected Disclosures

• Seller expects that certain judgment creditors may oppose the Plan and the Transaction in connection with the Bankruptcy Case. Apart from that disclosure and orders of the Bankruptcy Court, Seller discloses no outstanding orders or unsatisfied judgments.
• Seller has not filed its 2025 Tax Return.
• Seller delivered Annual Financial Statements for the years ended Dec. 31, 2025, 2024, and 2023 and Interim Financial Statements for the six months ended June 30, 2026 (the Balance Sheet Date), represented to be based on the Books and Records and to fairly present the financial condition and results of the Business.
• Section 3.16 of the Disclosure Schedule lists 13 vehicles: 11 owned — including a Ford F350 plow truck, a GMC trash truck, a Dodge Durango, two Chevrolet Suburbans, a Ford 14-passenger van, a Blue Bird shuttle, a Ford F250 flatbed plow truck, a 20-foot trailer, and two Polaris Rangers — and two leased Ford F-550 34-capacity buses (one ADA, one non-ADA) held under the Cornerstone bus lease, which is an Assigned Contract.
• Seller has no Subsidiaries and has had none since inception, and does not lease any Real Property as lessee. Seller represents that it enjoys peaceful and undisturbed possession of the Acquired Real Property and has not subleased, assigned, or otherwise granted occupancy rights to any Person.
• Seller represents that it is in material compliance with applicable Laws and employment Laws, is not and has never been party to any collective bargaining agreement, has complied with the WARN Act with no plans to trigger it, and — to its Knowledge — is in material compliance with Environmental Laws, holds all necessary Environmental Permits, and has had no Release of Hazardous Materials in material violation of Environmental Law.
• The Purchased Assets are being sold AS IS, WHERE IS, WITH ALL FAULTS, with Buyer waiving all representations and warranties other than those expressly set forth in the Agreement.
• No broker, finder, or investment banker is entitled to any fee or commission based on arrangements made by or on behalf of either Seller or Buyer.

Key Dates

• Petition Date: Feb. 9, 2026 (Delaware)
• Venue Transfer to the District of Colorado: May 4, 2026
• Bid Procedures Motion Objection Deadline: At or prior to the Bid Procedures Hearing
• Bid Procedures Hearing: May 27, 2026 at 10:00 a.m. (prevailing Mountain Time)
• Deadline to File Assumption and Assignment Notice: June 8, 2026
• Deadline to Submit Stalking Horse Bid: June 8, 2026
• Deadline to Designate Stalking Horse Bidder (if selected by the Debtor): June 8, 2026
• Deadline for the Debtor to File a Combined Plan and Disclosure Statement: June 8, 2026
• Deadline to Object to Stalking Horse Bidder Designation: June 22, 2026
• Cure/Assignment Objection Deadline: June 22, 2026
• Balance Sheet Date (Interim Financial Statements): June 30, 2026
• Bid Deadline (Deadline to Submit Qualified Bids): July 17, 2026 at 5:00 p.m. (prevailing Mountain Time)
• Asset Purchase Agreement / Deposit Funding Deadline: July 17, 2026
• Adequate Assurance Objection Deadline: July 20, 2026
• Auction: July 24, 2026
• Deadline to File Notice of Successful Bidder and Backup Bidder(s): Promptly After Auction
• Notice of Successful Bidder and Backup Bidder Filed: July 27, 2026
• Deadline for the Debtor to File a Motion to Appoint a Consumer Privacy Ombudsman (if necessary): July 27, 2026
• Deadline to Object to Plan Confirmation: July 31, 2026
• Confirmation Hearing: August 14, 2026
• Confirmation Order Entry Milestone: Aug. 31, 2026
• Outside Date: Sept. 18, 2026