Goldenpeaks Poland Holding Limited - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: GoldenPeaks Poland Holding Limited, a company organized under the laws of the Republic of Malta ("GoldenPeaks"), and each of GoldenPeaks' Subsidiaries listed on the signature page to the Stalking Horse APA that are debtors in the Chapter 11 Cases (collectively, the "Debtors" or "Sellers").
• Purchaser: Bid Administrator LLC and certain funds and accounts managed by Brookfield Asset Management Ltd., a corporation organized under the laws of British Columbia, Canada, or affiliates or designees thereof (the "Stalking Horse Bidder," "Buyer," or "Brookfield").
• The Debtors have entered into an asset purchase agreement dated as of June 24, 2026 (the "Stalking Horse APA") with the Stalking Horse Bidder for the purchase of substantially all of the Assets (the "Stalking Horse Bid") pursuant to a credit bid.
• The location of Debtor GoldenPeaks Poland LLC's principal place of business and the Debtors' service address in these chapter 11 cases is 801 Louisiana Street, Suite 368, Houston, TX 77002.

Assets Being Sold

• The Debtors seek to consummate one or more transactions (each, a "Sale") for the sale of all, substantially all, and/or any portion of the Debtors' assets (the "Assets") under section 363 and, as applicable, section 365 of the Bankruptcy Code.
• Under the Stalking Horse APA, the "Acquired Assets" mean all properties, assets, and rights of every nature, tangible and intangible, of Sellers, real or personal, now existing or hereafter acquired, that are used or held for use in or relating to the Business (other than the Excluded Assets).
• The "Business" is the business of GoldenPeaks and the other Sellers and the Acquired Companies (excluding the entities listed on Schedule 2.2(d)), including the development, financing, construction, production, ownership, management, optimization, marketing, supplying, trading, operating, and disposition of solar and renewable energy generation assets, battery energy storage systems, and related infrastructure and all activities ancillary or related thereto.
• Sellers wish to sell, transfer, convey, assign, and deliver to Buyer, and Buyer wishes to purchase, acquire, and accept, the Acquired Assets together with the Assumed Liabilities, in a sale authorized pursuant to, inter alia, sections 105, 363, and 365 of the Bankruptcy Code and subject to the entry and terms of the Sale Order.
• Excluded Assets include, among others, the Excluded Cash (cash retained to fund accrued administrative obligations and the wind-down of Sellers' estates), all insurance policies and binders (including the D&O Policies), and all claims against Sellers' current or former affiliates (other than the Acquired Companies), specifically including GoldenPeaks Capital Holding Limited, GoldenPeaks Portfolio Holding Limited, Spectris Energy sp. z o.o., Spectris Energy Services sp. z o.o., and Spectris Energy Trading sp. z o.o.

Stalking Horse Bid

• The aggregate consideration for the Acquired Assets consists of:
  • A credit bid pursuant to section 363(k) of the Bankruptcy Code for all then-outstanding DIP Commitments and costs, fees, expenses, premiums, and other amounts under the DIP Facility as of the Closing Date (the "Purchase Price"); plus
  • The assumption of the Assumed Liabilities.
• The amount of the credit bid under the Stalking Horse APA is the amount of the then-outstanding DIP Obligations as of the commencement of the Auction (subject to any increases to the DIP Obligations during the pendency of the Auction), including any such amounts outstanding after July 3, 2026 (the "DIP Consideration"). As of July 3, 2026, the amount of the DIP Consideration is $114,904,683.
• The Stalking Horse Bidder is deemed to be a Qualified Bidder at all times, and the Stalking Horse Bid is deemed a Qualified Bid; the Stalking Horse Bidder is not required to submit an additional Qualified Bid and is not required to provide a Good Faith Deposit. This Qualified Bid status cannot be abrogated by subsequent amendment or modification of the Bid Procedures.
• The Stalking Horse Bidder may attend the Auction and submit Overbids, and may credit bid all or a portion of its claims under the DIP Facility and Prepetition Credit Facility pursuant to section 363(k) of the Bankruptcy Code.
• If no Qualified Bids other than the Stalking Horse Bid are received by the Bid Deadline, the Auction will not occur, the Stalking Horse Bidder shall be deemed the Successful Bidder, and the Debtors shall pursue entry of an order approving the Stalking Horse APA and authorizing the Sale at the Sale Hearing.
• The Debtors have determined that the Stalking Horse APA represents the highest or otherwise best offer received to date for the Assets, provides a floor for a further marketing and auction process, and preserves and maximizes value; without it, the Debtors are at significant risk of realizing a lower price for such Assets. A Potential Bidder must submit a proposed asset purchase agreement similar in form and substance, as modified, to the Stalking Horse APA, accompanied by a comparison of the Purchase Agreement to the Stalking Horse APA.

Credit Bid

• A Potential Bidder or Qualified Bidder that holds a valid and perfected lien on any Assets (a "Secured Party") may submit a credit bid for all or a portion of the assets subject to such lien, up to the amount of such Secured Party's claims, to the extent permitted under section 363(k) of the Bankruptcy Code, and only with respect to Assets subject to a valid and perfected lien in its favor.
• A Credit Bid submitted by a Potential Bidder (other than the Stalking Horse Bid) is not automatically deemed a Qualified Bid, but rather is evaluated in accordance with the Bid Procedures.
• Brookfield is authorized to submit a Credit Bid for the purchase of all or a portion of the collateral on which it holds a valid, perfected, and unavoidable lien up to the amount of the outstanding obligations under the DIP Facility and the Prepetition Credit Facility.
• Each of the Prepetition A-B/D-G Agents (acting at the direction of the requisite Prepetition A-B/D-G Lenders under each applicable facility) is authorized to submit a Credit Bid for the purchase of all or a portion of the applicable Prepetition A-B/D-G Collateral on which such Agents hold a valid, perfected, and unavoidable lien, up to the amount of the applicable Prepetition A-B/D-G Secured Obligations.
• Any credit bid by the holder of a junior lien must include a cash component sufficient to indefeasibly pay in full, in cash, all claims and obligations of the holder of all liens senior to such junior lien.

Bid Protections

• Break-Up Fee / Topping Fee: None.
• Expense Reimbursement: The Stalking Horse APA includes an expense reimbursement for the Stalking Horse Bidder's actual out-of-pocket costs of up to $3,000,000 (the "Expense Reimbursement" or "Reimbursable Expenses").
  • Only the Stalking Horse Bidder is entitled to the Expense Reimbursement, a break-up fee, topping fee, or other bid protections.
  • The Debtors are authorized, without further Court action, to pay the Expense Reimbursement to the extent such amounts become due and payable pursuant to the Stalking Horse APA, the Bid Procedures, and the Order.
  • The Debtors' obligation to pay the Expense Reimbursement is entitled to superpriority administrative expense status under sections 503 and 507(b) of the Bankruptcy Code, senior to all other administrative expense claims other than the Carve-Out and the DIP Obligations.
  • Sellers shall, within two business days after any termination of the Agreement pursuant to Section 8.1(b)(iii), 8.1(c), 8.1(f), 8.1(g), or 8.1(l), reimburse Buyer for its reasonable out-of-pocket costs, fees, and expenses up to $3,000,000, including reasonable fees, costs, and expenses of any professionals retained in connection with the authorization, preparation, investigation, negotiation, execution, and performance of the Agreement and the Transactions.

Due Diligence and Access

• To participate in the bidding process and receive due diligence information, including full access to the Debtors' electronic data room (the "Data Room") and additional non-public information (the "Diligence Materials"), an interested party (each, an "Interested Party") must deliver the Preliminary Bid Documents to the Recipient Parties.
• Any Interested Party who, in the Debtors' determination, qualifies for access to the Diligence Materials is deemed a "Potential Bidder." The Stalking Horse Bidder is a Potential Bidder and does not need to submit the Preliminary Bid Documents.
• The Debtors shall grant the Stalking Horse Bidder and, upon execution of a valid Confidentiality Agreement and up to and including the Bid Deadline, any Potential Bidders, access to the Data Room.
• The Debtors may terminate access to the Data Room and any other non-public information in their reasonable discretion and after consultation with the Consultation Parties at any time, including if a Potential Bidder fails to become a Qualified Bidder or these Bid Procedures are terminated.
• Each Bidder shall comply with all requests for additional information and due diligence access by the Debtors or their advisors regarding such Bidder and its contemplated Sale.

Bid Requirements

• To be eligible to participate in the Auction and to be considered a Qualified Bidder, a Potential Bidder (other than the Stalking Horse Bidder) must deliver a Bid meeting the following requirements (the "Bid Conditions"), among others:
  • Purpose and Identity of Assets: State that the Bid includes an offer to effectuate a Sale, identify with specificity which Assets are included, and specify whether the Bid is conditioned on purchasing all included Assets or should be viewed as separate Bids for one or more sets of Assets.
  • Purchase Price: Clearly set forth the cash purchase price (the "Cash Consideration"), which must be in Euros, and identify any non-cash consideration, together with the Transferred Contracts to be assumed and assigned and the Assumed Liabilities. The Cash Consideration of any Qualified Bid must be a Topping Bid with respect to the applicable Assets.
  • Contemplated Transaction Documents: Include an executed Purchase Agreement marked against the Stalking Horse APA, including a redline and any changes to exhibits or schedules. The terms and conditions must be, in the aggregate, not materially more burdensome to the Debtors than the Stalking Horse APA, must identify each condition to Closing and all Transferred Contracts, must provide that all Cure Amounts will be paid by the Bidder, and must include a commitment to close by no later than September 1, 2026.
  • Binding and Irrevocable: Include a signed writing stating the Bid is binding and irrevocable until selection of the Successful Bidder, and, if selected as the Successful Bidder or Back-Up Bidder, until the Closing.
  • Contingencies: A Bid may not be conditioned on financing, internal approval, due diligence, or any other contingency, and must disclose any required regulatory or governmental approval and the expected time period to obtain it.
  • No Collusion: Include a representation that the Bidder has not engaged and will not engage in any collusion with respect to any Bids, the Auction, or the Sale Process.
  • Authorization and Identity: Include evidence of authorization and approval from the Bidder's governing body and fully disclose the identity of the entity submitting the Bid, its ultimate beneficial owners, and any person or entity providing debt or equity financing.
  • Financing Sources and Adequate Assurance: Include written evidence of the necessary financial ability to close and demonstrate the ability to provide adequate assurance of future performance under all Transferred Contracts as required by section 365 of the Bankruptcy Code.
  • No Fees Payable to Qualified Bidder: A Bidder may not request any break-up fee, termination fee, expense reimbursement, or similar payment, and is deemed to waive the right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code.
  • Payment of the Expense Reimbursement: Any Qualified Bid must provide for the payment of the Expense Reimbursement to the Stalking Horse Bidder.
  • Non-Reliance and "As Is, Where Is": Include acknowledgements that the Bidder relied solely on its own independent review and that any Sale is on an "as is, where is" basis without representations or warranties except as set forth in the Purchase Agreement of the Successful Bidder.
• A Bid constitutes a "Qualified Bid" if the Debtors believe, after consultation with the Consultation Parties, that it meets each of the Bidding Criteria and would be consummated if selected as the Successful Bid. The Debtors will determine and notify Potential Bidders of Qualified Bidder status no later than July 29, 2026.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit (the "Good Faith Deposit") by wire transfer, certified check, or cash, equal to 10% of the Bidder's proposed Purchase Price, held in a non-interest bearing escrow or trust account established by the Debtors; provided that the Stalking Horse Bidder is not required to provide a Good Faith Deposit, and a Secured Party submitting a Credit Bid is not required to post a Good Faith Deposit as to the amount of such Credit Bid.
• If a Potential Bidder is determined not to be a Qualified Bidder, its Good Faith Deposit shall be refunded.
• Within one business day after the close of the Auction, each Successful Bidder shall supplement its Good Faith Deposit to equal 10% of the Purchase Price of the Successful Bid; the Stalking Horse Bidder is not required to make any Good Faith Deposit.
• The Good Faith Deposit of any Successful Bidder (or Back-Up Bidder that becomes a Successful Bidder) shall be applied to the Purchase Price at Closing; the Back-Up Bidder's deposit shall be returned within three days after Closing; and deposits of all other Qualified Bidders shall be returned following the conclusion of the Auction.
• If a Successful Bidder fails to consummate an approved Sale because of a breach or failure to perform, the Debtors may retain its Good Faith Deposit as part of their damages, without prejudice to the right to seek additional damages. The retention of the Good Faith Deposit is not, and is not intended to be, liquidated damages.

Overbid

• If the Debtors receive Qualified Bids other than the Stalking Horse Bid and proceed to Auction, they shall determine, after consultation with the Consultation Parties, the highest or otherwise best Qualified Bid(s) as the "Baseline Bid(s)." Any Baseline Bid (to the extent not the Stalking Horse Bid) must not be less than the Purchase Price of the Stalking Horse Bid plus the Expense Reimbursement plus the Minimum Increment.
• Bidding at the Auction begins with the Baseline Bid. The initial Overbid (the "Initial Overbid") shall be the amount of the Baseline Bid plus $1,000,000 (the "Minimum Increment"); plus, solely if the Baseline Bid is the Stalking Horse Bid, the Expense Reimbursement, in cash.
• Any Overbids subsequent to the Initial Overbid shall be in increments of at least the Minimum Increment; provided that any Overbids by the Stalking Horse Bidder shall only be required to equal the sum of (x) the Baseline Bid or the then-existing highest Bid plus the Minimum Increment, minus (y) the amount of the Expense Reimbursement.
• Any Qualified Bid must consist of consideration to be paid at Closing in an amount to pay, in cash, all of the DIP Obligations.
• The Debtors may, after consultation with the Consultation Parties, adjust the Minimum Increment after the Initial Overbid. Each Overbid must remain open and binding until the Debtors accept a higher Qualified Bid as an Overbid, and may contain alterations no less favorable to the Debtors' estates than any prior Qualified Bid or Overbid.
• Round-skipping is explicitly prohibited. To the extent not previously provided, a Qualified Bidder submitting an Overbid must submit evidence reasonably acceptable to the Debtors demonstrating its ability to close the Sale proposed by such Overbid.

Auction Details

• If the Debtors receive more than one Qualified Bid for any particular Asset or portion of Assets by the Bid Deadline, they shall conduct the Auction to determine the Successful Bidder(s). If no Qualified Bid is received for a particular Asset, no Auction will be conducted with respect to that Asset. If at least one Qualified Bid other than the Stalking Horse Bid is received, the Auction will begin on July 30, 2026 at 10:00 a.m. (prevailing Central Time) at the location designated in the Auction Notice.
• By July 29, 2026, the Debtors shall file an Auction Notice stating whether the Auction will be held virtually or on a hybrid basis and, if hybrid, the in-person location.
• Only the Stalking Horse Bidder and Qualified Bidders that have submitted Qualified Bids are eligible to participate, and only their authorized representatives and professional advisors, together with the Debtors, the Consultation Parties, and the U.S. Trustee for the Southern District of Texas, may attend.
• The Debtors and their professionals shall direct and preside over the Auction, describe the terms of any Baseline Bid(s) at the start, and maintain a transcript of all Bids, including the Baseline Bid(s), all Overbids, and the Successful Bid(s). All subsequent Bids shall be Overbids made on an open basis, with all material terms fully disclosed to all other Qualified Bidders. The Auction shall be transcribed or recorded, and each bidder must confirm it has not engaged in collusion.
• The determination of the Baseline Bid(s) and Successful Bid(s) takes into account the Bid Assessment Criteria, including the amount and nature of consideration and Assumed Liabilities; certainty of closing; the net economic effect of changes to creditor value; allocation of the Purchase Price; executory contracts and unexpired leases and related costs and delay; the number, type, and nature of changes to the Stalking Horse APA; tax consequences; the Expense Reimbursement payable to the Stalking Horse Bidder; the treatment of Partial Qualified Bids; whether a Bid accounts for the Debtors' post-Sale Hearing funding requirements; and any other quantitative or qualitative criteria.
• The Auction continues until there is a single highest or otherwise best Qualified Bid (or non-overlapping Qualified Bids for subsets of Assets) and further bidding is unlikely to yield a higher or better bid, at which point it closes; the Auction shall not close until all Qualified Bidders have been given a reasonable opportunity to submit an Overbid.
• The Qualified Bidder with the second highest or otherwise best Bid shall serve as the Back-Up Bidder and keep its Back-Up Bid open and irrevocable until the Closing of the Sale with the Successful Bidder. The Stalking Horse Bidder shall not be required to serve as a Back-Up Bidder without its prior written consent.
• The Debtors shall not consider any Bids or Overbids submitted after the closing of the Auction, and all such Bids shall be deemed untimely. All Qualified Bidders at the Auction are deemed to have consented to the core jurisdiction of the Court and waived any right to a jury trial in connection with disputes relating to the Sale Process, the Auction, the Bid Procedures, and their Contemplated Transaction Documents.

Notice of Successful Bidder

• Upon determination of the Successful Bid(s) and no later than July 31, 2026, the Debtors will file a Notice of Successful Bidder of their intent to effectuate one or more Sales with the Successful Bidder(s) upon Court approval at the Sale Hearing.
• The Debtors' presentation of a Successful Bid to the Court does not constitute acceptance; a Successful Bid is deemed accepted only when approved by the Court at the Sale Hearing.
• A filed Notice of Successful Bidder shall include, as exhibits, (a) a copy of the Purchase Agreement; (b) a copy of the proposed Sale Order; and (c) identification of the Transferred Contracts for such Sale.
• If the Successful Bidder cannot or refuses to consummate the Sale because of a breach or failure on its part, the Debtors may designate the Back-Up Bid as the new Successful Bid and the Back-Up Bidder as the new Successful Bidder, and are authorized, but not required, to consummate the Sale with the Back-Up Bidder without further order of the Court.

Assumption and Assignment of Contracts

• As part of a Sale, the Debtors may assume and assign certain executory contracts and unexpired leases (the "Contracts") to one or more Successful Bidders (the "Transferred Contracts"). On or before July 10, 2026, the Debtors will file and serve the Cure Notice on each non-debtor counterparty (the "Contract Counterparties") to the Contracts listed on the Cure Schedule by first class mail and by email (where available).
• Cure Objections, other objections to assumption, assumption and assignment, and/or transfer, and any Adequate Assurance Objection solely as to the Stalking Horse Bidder (collectively, a "Contract Objection") must be filed no later than July 24, 2026 at 5:00 p.m. (prevailing Central Time) (the "Contract Objection Deadline"), state the basis of the objection with specificity, comply with the applicable rules, and be served upon the Core Notice Parties.
• If the Debtors identify additional executory contracts or unexpired leases to add to or remove from the Cure Schedule, they shall send a supplemental Additional Cure Notice to the applicable Contract Counterparties.
• A Contract Counterparty that fails to file a timely Contract Objection or Additional Contract Objection shall be deemed to have waived and released any such objection, be barred from objecting to the Cure Amount or seeking additional amounts arising prior to the closing of the relevant Sale, and be deemed to have consented to the assumption, assumption and assignment, or transfer of its Contract.
• An Adequate Assurance Objection—i.e., an objection by a Contract Counterparty to the provision of adequate assurance of future performance by a Non-Stalking Horse Successful Bidder—must be filed and served on the Core Notice Parties and the applicable Non-Stalking Horse Successful Bidder on or before August 3, 2026 at 12:00 p.m. (prevailing Central Time). Contract Objections will be heard at the Sale Hearing or at a Cure/Assignment Hearing.
• The inclusion of a Transferred Contract in the Cure Notice does not obligate the Debtors to assume, or the Successful Bidder to take assignment of, any such Contract, nor constitute an admission that it is an executory contract or unexpired lease; only those Transferred Contracts included on a schedule attached to the applicable asset purchase agreement will be assumed and assigned.
• If no Assignment Objections or Cure Objections are filed with respect to any Contracts identified on the Cure Schedule, the Cure Amounts set forth on the Cure Schedule will be binding upon the Contract Counterparty and constitute a final determination of the amounts required to be paid.
• Under the Stalking Horse APA, Sellers shall transfer and assign all Assumed Contracts to Buyer (or a designated Affiliate) as of the Closing Date pursuant to section 365 of the Bankruptcy Code and the Sale Order; neither Buyer nor any Affiliate of Buyer shall have any Liability for any Cure Costs related to any Assumed Contract.

Sale Free and Clear & Successor Liability

• Except as otherwise provided in the Purchase Agreement(s) of the Successful Bidder(s) and subject to Court approval, all of the Debtors' rights, title, and interest in and to the Assets shall be sold free and clear of any Encumbrances to the maximum extent permitted by section 363 of the Bankruptcy Code, with such Encumbrances to attach to the proceeds with the same validity and priority.
• The Sale Order shall provide that, on the Closing Date, all then existing or thereafter arising obligations, Liabilities, and Liens against or created by Sellers or their bankruptcy estates shall be fully released from the Acquired Assets to the fullest extent permitted by section 363; that Buyer is not a successor to Sellers or the estates and shall not assume or be responsible for any Liability except as expressly provided in the Agreement; and that the Acquired Assets shall be transferred free and clear of all obligations, Liabilities, and Liens (other than Permitted Liens).
• The Sale Order is expected to provide that the Successful Bidder will have no responsibility for, and the Assets will be sold free and clear of, any successor liability. To the greatest extent allowable by applicable law, the Successful Bidder shall not be deemed a legal successor to the Debtors (other than with respect to obligations as an assignee under the Transferred Contracts arising after the effective date), to have merged with or into the Debtors, or to be an alter ego or mere continuation of the Debtors, including within the meaning of any revenue, pension, ERISA, COBRA, WARN Act, Fair Labor Standards Act, civil rights, labor, environmental, tax, or products liability law or doctrine.
• All rights of any party to set off any claims, debts, or obligations owed by or to the Successful Bidder in connection with the assets shall be extinguished on the effective date pursuant to the Sale Order. Other than as expressly set forth in the applicable purchase agreement with respect to assumed liabilities, the Successful Bidder shall not have any responsibility for any liability or obligation of the Debtors or any claims against the Debtors or their predecessors or affiliates.

Consultation Parties

• The "Consultation Parties" are: (a) the DIP Lenders; (b) the Prepetition Credit Facility Lenders; (c) the Committee; and (d) the Prepetition Whiskey Subscriber (solely as to the Assets subject to the Prepetition Whiskey Subscription Agreement).
• If any Consultation Party, including a member of the Committee, submits a Bid, its rights as a Consultation Party and any consent rights are terminated solely with respect to bids related to the same Assets, to the extent the Debtors reasonably determine that consultation would impair the Sale Process or be inconsistent with the Procedures for Complex Cases in the Southern District of Texas.
• The Debtors shall not be required to consult with any Consultation Party regarding any particular issue, selection, or determination if they determine in good faith, on advice of counsel, that such consultation would be inconsistent with the exercise of their fiduciary duties.

DIP Provisions

• The DIP Facility is a Junior Secured Superpriority Debtor-in-Possession Credit Facility, by and among Sellers, Bid Administrator LLC (as administrative agent), and Buyer (as lenders), providing a junior secured super-priority debtor-in-possession term loan facility to Sellers in an aggregate principal amount of $162.8 million.
• The rights of the DIP Lenders to consent to the sale of any portion of their collateral are expressly reserved and not modified, waived, or impaired.
• Unless otherwise ordered by the Court, all cash proceeds generated from the sale of any or all of the Assets shall be applied in accordance with the terms and conditions of the DIP Documents and the DIP Orders, and nothing in the Order or the Bid Procedures shall amend, alter, prejudice, impair, or otherwise modify the terms of the DIP Orders or DIP Documents or the rights of the Debtors or the DIP Lenders thereunder.

Reservation of Rights and Fiduciary Out

• Without prejudice to the rights of the Stalking Horse Bidder under the Stalking Horse APA, the Debtors, in consultation with the Consultation Parties, reserve the right to modify the Bid Procedures at or prior to the Auction, including to extend deadlines, modify bidding increments, waive or impose terms and conditions, adjourn or cancel the Auction, and/or adjourn the Sale Hearing; provided that no modification may be disproportionately and materially adverse to the Stalking Horse Bidder without its prior written consent, and the Debtors may not modify their consultation obligations without the applicable Consultation Parties' consent or further order of the Court. No modification may be inconsistent with the DIP Documents without the prior written consent of the DIP Secured Parties.
• Nothing in the Order or the Bid Procedures waives any rights, remedies, or defenses of any party under applicable bankruptcy or nonbankruptcy law, including the ability to seek relief from the Court with regard to the Auction, the Bid Procedures, and the Sale.
• Nothing in the Bid Procedures or the Bid Procedures Order requires a Debtor or its governing body to take or refrain from taking any action related to a Sale if it reasonably determines in good faith, after consultation with outside counsel, that doing so would be inconsistent with applicable law or its fiduciary obligations; provided that the Debtors shall promptly provide notice of such action or inaction to the Consultation Parties and the Stalking Horse Bidder.

Termination

• The Stalking Horse APA may be terminated, among other ways: by mutual written agreement; by either party if the Closing has not occurred by the Outside Date or if consummation becomes illegal or is permanently enjoined; upon the Bankruptcy Court's entry of an order approving an Alternative Transaction; by either party for the other's uncured breach; and by Buyer upon specified events, including a DIP Event of Default (or the DIP Lenders' acquisition of a material part of the Business via remedies), a Major Loss, the Sellers' failure to file the Sale Motion within two business days after the June 24, 2026 Agreement Date, the Auction not having commenced within 40 days of the Agreement Date, the Bidding Procedures Order not being entered within 25 days of the Sale Motion, the Sale Order not being entered by August 7, 2026, or conversion, dismissal, or appointment of a chapter 11 trustee in the cases.
• The Expense Reimbursement (up to $3,000,000) is payable within two business days following termination under Sections 8.1(b)(iii), 8.1(c), 8.1(f), 8.1(g), or 8.1(l).

Closing

• The Closing shall take place on the second Business Day after the satisfaction (or waiver) of all conditions set forth in Article 7, or on such other date as the Parties mutually agree, and shall be held virtually at 10:00 a.m. (prevailing Eastern time) unless the Parties agree otherwise.
• From and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date.

Sale Hearing

• The Sale Hearing is scheduled for August 4, 2026 at 9:00 a.m. (prevailing Central Time) before the Hon. Alfredo R. Pérez, United States Bankruptcy Court for the Southern District of Texas, 515 Rusk, Courtroom 400, Houston, TX 77002.
• Any Sale Objection must comply with the Bankruptcy Rules and Local Rules, be made in writing and filed with the Court, and be served on the Core Notice Parties so as to be actually received on or before August 3, 2026 at 12:00 p.m. (prevailing Central Time) (the "Sale Objection Deadline"). Failure to timely object bars the assertion of any objection at or after the Sale Hearing, and such person is deemed to "consent" to the Sale for purposes of section 363(f) of the Bankruptcy Code.
• At the Sale Hearing, the Debtors will seek entry of the Sale Order authorizing and approving one or more Sales and shall present the Successful Bid(s) and Back-Up Bid(s) for approval. The Sale Hearing may be adjourned or rescheduled without notice or with limited and shortened notice to parties other than the Consultation Parties.

Key Dates

• Deadline to File and Serve Sale Notice: July 7, 2026
• Deadline to File and Serve Cure Notice: July 10, 2026
• Deadline to File Form Sale Order: on or prior to July 20, 2026
• Contract Objection Deadline (including Stalking Horse Adequate Assurance Objection Deadline): July 24, 2026 at 5:00 p.m.
• Bid Deadline / Deadline to Submit Qualified Bids: July 27, 2026 at 5:00 p.m.
• Deadline to Designate Qualified Bids and File Auction Notice: July 29, 2026
• Auction (if necessary): July 30, 2026 at 10:00 a.m.
• Deadline to File Notice of Successful Bidder(s) and Back-Up Bidder(s): July 31, 2026
• Deadline to Object to Sale(s); Non-Stalking Horse Adequate Assurance Objection Deadline: August 3, 2026 at 12:00 p.m.
• Sale Hearing: August 4, 2026 (at 9:00 a.m.)
• Deadline for Entry of Sale Order: no later than August 7, 2026
• Outside Date: September 1, 2026 (subject to automatic extension for up to two successive 30-day periods, for a maximum aggregate extension of 60 days, if the applicable Sellers and the DIP Lenders have not agreed on a DIP Budget on or prior to August 24, 2026 and the only unsatisfied conditions relate to Antitrust Approvals or Governmental Approvals, with no Party in material breach)