Hronis, Inc., a California Corporation - Chapter 11 Bidding Procedures / APA Summary

Hronis, Inc. — Consolidated Sale Order / Asset Purchase Agreement Summary

Scope of This Summary

• This summary consolidates seven sale orders entered in the jointly administered Hronis chapter 11 cases:
  • Conterra Sale — substantially all operating assets, sold by credit bid to AG Funding SC III LLC ("Conterra"); Sale Order entered July 30, 2026.
  • Ranch 28 — 120-acre Terra Bella pistachio orchard, sold to SE Land, LLC; Sale Order entered Aug. 2, 2026.
  • Ranch 35 — 20.2-acre Autumn King table grape vineyard, Delano, sold to the Pandol Revocable Trust dated Feb. 28, 2023; Sale Order entered Aug. 2, 2026.
  • Ranch 36 — 177.05-acre table grape vineyard and citrus orchard, Kern County, sold to Malley Investment Properties, LP; Sale Order entered Aug. 2, 2026.
  • Ranch 14 — approximately 104.47 acres of table grapes and open ground near Earlimart, sold to Kovacevich 5 Farms; Sale Order entered Aug. 2, 2026.
  • Ranch 9 — 76.36 acres of vacant land in unincorporated Kern County, sold to Southern San Joaquin Municipal Utility District; Sale Order entered Aug. 6, 2026 [Docket No. 535].
  • Ranch 33 — 157.05 acres of vacant land across five parcels in unincorporated Kern County, sold to Southern San Joaquin Municipal Utility District; Sale Order entered Aug. 6, 2026 [Docket No. 536].
• The Ranch 9 and Ranch 33 sales are cross-contingent: each Purchase Agreement, as amended, conditions the purchase on the Buyer completing its purchase of the other parcel.
• Findings and provisions appearing in materially identical form across the orders are stated once, in the two common sections below. Transaction-specific terms follow. Where an order departs from the common pattern, the departure is identified expressly.

Case Information (All Orders)

• In re Hronis, Inc., et al., Case No. 1:26-bk-10978, United States Bankruptcy Court for the Eastern District of California, Fresno Division (Judge René Lastreto II), jointly administered with Case Nos. 1:26-bk-10979, 10980, 10981, 10982, 10983, 10984, 10986, 10987, and 10988. Hronis, Inc. and nine affiliates filed voluntary chapter 11 petitions on March 6, 2026. Each Sale Order affects all Debtors.
• The Debtors are Hronis, Inc.; Hronis Capital Assets, LP; Hronis Capital Management, LLC; Hronis Citrus, LLC; Hronis Farming, LP; Hronis Fruit Company LLC; Hronis Land Company; Hronis Ranch, LLC; Hronis Resource Management, LLC; and The Hronis Family Limited Partnership.
• The business consists of growing, processing, and marketing table grapes, farming citrus and pistachios, and operating a cold storage and packing facility in Delano, California, together with ancillary facilities, improvements, buildings, pipelines, fixtures, and other structures.
• The relief was sought under sections 105(a), 363, 365, 503, and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and 7052, and Local Rules 9014-1 and 9004-2. The Conterra Sale Order identifies the statutory predicates as sections 105(a), 363(b)(1), 365, 503, and 507; the six ranch orders identify them as sections 105(a), 363(b)(1), and 363(f), together with Bankruptcy Rules 2002, 6004, 6006, and 7052 and Local Rules 9014-1 and 9004-2.
• The Court has jurisdiction under 28 U.S.C. §§ 157 and 1334; the matter is a core proceeding under 28 U.S.C. § 157(b); venue is proper under 28 U.S.C. §§ 1408 and 1409; and each Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). Findings and conclusions are made under Federal Rule of Civil Procedure 52 as applied by Bankruptcy Rules 7052 and 9014.
• Capitalized terms not otherwise defined in an Order take their meaning from the Sale Motion [Docket No. 278] or the Bidding Procedures Order [Docket No. 253].
• The Debtors act by and through their co-Chief Restructuring Officers, Allen Soong and Scott Avila of Paladin Management Group LLC, or representatives designated in writing by the CRO, who are authorized to take all reasonable actions necessary to effectuate each Sale Transaction. Debtors' counsel is Saul Ewing LLP (Zev Shechtman; Jeffrey Hampton, admitted pro hac vice). The Ranch 33 Order was submitted as agreed and approved as to form by Zev Shechtman.

Note on Entity Naming

• "Conterra" as used in the Conterra Sale Order means the Buyer, AG Funding SC III LLC, in its capacity as Successful Bidder. Conterra Agricultural Capital, LLC — the lender under the Sellers' DIP Loan Agreement — is a separate entity represented by the same counsel.
• AG Funding SC III LLC also appears in the Ranch 9, Ranch 14, Ranch 33, Ranch 35, and Ranch 36 transactions in a different capacity: as Licensee under the ancillary Farming Rights Agreements, described there as a prior holder of liens on and security interests in each property and as owner of the crop growing on it. Notices to Ag Funding under those agreements are directed c/o Conterra Ag Capital, 5465 Mills Civic Parkway, Suite 201, West Des Moines, Iowa 50266 (Attn: Mark Smith), with a copy to Magnetar Capital, 1603 Orrington Avenue, 13th Floor, Evanston, Ill. 60201 (Attn: Mike Butler).

Part I — Provisions Common to All Seven Orders

Marketing Process, Auction, and Business Justification

• The Court entered the Bidding Procedures Order on April 24, 2026 [Docket No. 253]; the Sale Motion appears at Docket No. 278. The Debtors complied with the Bidding Procedures Order and the Bidding Procedures in all respects.
• The Debtors conducted the Auction on June 24, 2026 in accordance with the Bidding Procedures and, at its conclusion, in a valid and sound exercise of business judgment and in consultation with the Consultation Parties, identified the Successful Bidder for each set of Acquired Assets.
• The Court found that the Debtors, their advisors, and the Consultation Parties engaged in a robust and extensive marketing and sale process designed to obtain the highest or otherwise best value and conducted a fair and open process; and that the sale process, the Bidding Procedures, and the Auction were non-collusive, duly noticed, and provided a full, fair, and reasonable opportunity for any entity to make an offer to purchase the Acquired Assets.
• Each transaction constitutes the highest or otherwise best offer for the applicable Acquired Assets, and consummation will provide a greater recovery for creditors than any other practically available alternative, including a chapter 7 liquidation.
• The Debtors demonstrated good, sufficient, and sound business purposes and justifications; entry into and performance under the Sale Transaction Documents constitutes a sound and reasonable exercise of business judgment, provides value to and benefits the estates, and is reasonable and appropriate under the circumstances.
• The sales outside a plan of reorganization, taken together, neither impermissibly restructure creditors' rights nor impermissibly dictate the terms of any chapter 11 plan, and do not constitute a sub rosa chapter 11 plan. The Debtors have filed a Combined Chapter 11 Plan of Liquidation and Disclosure Statement [Docket No. 468]. Each order recites that other assets of the Debtors are being sold to other parties.
• The Debtors have full corporate power and authority to execute, deliver, and perform under the Sale Transaction Documents, entry into which was duly and validly authorized, and no consents or approvals other than those expressly provided for are required.
• In granting the six ranch Sale Motions, the Court considered the statements of counsel, the First Day Declaration, the Declaration of Allen Soong, and the Declaration of Bradley Bickers.

Good Faith, Arm's-Length Bargaining, and Statutory Mootness

• Each Sale Transaction was negotiated and entered into through an arm's-length bargaining process, without collusion or fraud, and in good faith within the meaning of section 363(m). The terms and conditions, including the consideration, are fair and reasonable and are not avoidable.
• Each Buyer's good faith is evidenced by its recognition that the Debtors were free to deal with any person or entity in marketing and selling the Business, its compliance with the Bidding Procedures Order in all respects, and the subjection of its bid to competitive Bidding Procedures, including a competitive Auction. Neither the Debtors nor any Buyer nor any Buyer affiliate engaged in collusion or fraud, and all consideration and all agreements and arrangements between the Debtors and each Buyer have been disclosed.
• Each Buyer is entitled to all protections afforded by section 363(m); reversal or modification on appeal will not affect the validity of the Sale Transaction or the transfer of the Acquired Assets, nor the Buyer's status as a good-faith purchaser, unless the authorization is duly stayed prior to the Closing Date.
• Neither the Debtors nor any Buyer engaged in conduct that would permit avoidance or the imposition of costs or damages under section 363(n). The Sale Transaction Documents and the consummation thereof are not avoidable under section 363(n) or chapter 5 of the Bankruptcy Code or any applicable non-bankruptcy law, and no party is entitled to damages or other recovery in respect thereof.
• No Buyer is an "insider" or "affiliate" of any Debtor within the meaning of section 101(31), and no common identity of directors or controlling stockholders exists between any Buyer and any Debtor.
• The six ranch orders each state that the Buyer "has not violated section 363(b) of the Bankruptcy Code by any action or inaction on its part" — a reference that, in context, appears intended as section 363(n).

Sale Free and Clear

• On the Closing Date, except as otherwise expressly set forth in the Sale Transaction Documents and to the fullest extent permitted by section 363(f), the Acquired Assets transfer to and vest in the Buyer free and clear of all liens (section 101(37)), claims (section 101(5)), charges, interests, and other encumbrances, other than Permitted Encumbrances and Assumed Liabilities.
• One or more of the standards in section 363(f)(1)–(5) has been satisfied as to each creditor asserting an Encumbrance. All holders of Encumbrances are deemed to have consented under section 363(f)(2), including those that did not object; any holder not deemed to have consented either could be compelled in a legal or equitable proceeding to accept money satisfaction or otherwise falls within another subsection of section 363(f).
• Encumbrances attach to the cash proceeds attributable to the applicable property with the same validity, force, effect, and order of priority as immediately prior to the Sale, subject to any rights, claims, and defenses of the Debtors or their estates. Under the Conterra Sale Order, no Encumbrance attaches to proceeds used to effect the DIP paydown.
• Absent a free-and-clear transfer, the Buyer would not have entered into the Sale Transaction Documents or consummated the Sale, and a sale otherwise structured would yield substantially less value for the estates with less certainty.
• Each Buyer and its successors, affiliates, and assigns have no liability for or obligations with respect to any Encumbrance, and all holders of Encumbrances are forever barred, estopped, and permanently enjoined from asserting them against the Buyer, its property, or the Acquired Assets, or from interfering with the Buyer's title to or use and enjoyment of the Acquired Assets.
• No bulk sales law or similar law of any state or jurisdiction applies to any Sale Transaction; under the Conterra APA the parties expressly waived compliance with applicable bulk-transfer laws.
• Release documents: as of each Closing Date, creditors and Encumbrance holders (other than holders of Permitted Encumbrances) are authorized and directed to execute Release Documents. If not delivered before closing, the Buyer is authorized to (i) execute and file Release Documents on the holder's behalf, (ii) file, register, or record a certified copy of the Order as conclusive evidence of release, and (iii) seek to compel execution in any court of competent jurisdiction — provided that each Order is self-executing and the Buyer is not required to execute or file any Release Documents. Each Order is deemed in recordable form sufficient for placement in the filing or recording system of every federal, state, county, or local government agency, department, or office.
• From and after the Closing Date, Recording Officers are authorized and directed to strike all recorded Encumbrances (other than Permitted Encumbrances) from their records without further order, and to file, record, and register all documents and instruments presented to consummate or memorialize the Sale Transaction.

Successor Liability

• No Buyer or its affiliates, successors, or assigns is a legal successor to any Debtor, has merged (de facto or otherwise) with or into any Debtor, is consolidated with the Debtors or their estates, or is an alter ego, continuation, or substantial continuation of — nor holds itself out as a mere continuation of — any Debtor, its estate, business, operations, or enterprise, whether at law or in equity.
• No Buyer has assumed or is responsible for any liability or obligation of the Debtors or their estates other than the Assumed Liabilities and Permitted Encumbrances, and none will have successor or vicarious liability of any kind, known or unknown, fixed or contingent, as of the Closing Date with respect to the Debtors' businesses, the Acquired Assets, or liabilities attributable to periods prior to the Closing Date.
• Under the Conterra Sale Order, the Encumbrances discharged include employment and labor law claims, ERISA, WARN Act, and other employee benefit claims, environmental liabilities, product liability and antitrust claims, tax claims, indemnification claims, and any derivative, vicarious, transferee, or successor liability claims, alter ego claims, and de facto merger claims. The Court found the Buyer would not have acquired the Acquired Assets but for these protections.

Bloom Fresh Reservation of Rights (All Orders)

• Bloom Fresh International Limited, successor in interest to International Fruit Genetics, LLC, and Hronis, Inc. are parties to the International Fruit Genetics Proprietary Cultivar Plant Lease and Trademark License Agreement dated Oct. 27, 2016 and the International Fruit Genetics Proprietary Cultivar Marketing Rights and Trademark License Agreement dated Jan. 11, 2019 (the Bloom Fresh Agreements).
• Notwithstanding anything to the contrary in the Sale Notice, Sale Motion, accompanying Memorandum of Points and Authorities, the APA, any Order, or any ancillary documents, the sale under section 363(b) does not affect or extend to properties expressly owned by Bloom Fresh under applicable non-bankruptcy law and/or section 541. Bloom Fresh and the Debtors expressly reserve all rights, title, and interests under the Bloom Fresh Agreements and in their respective properties.
• The Debtors may not assume and assign the Bloom Fresh Agreements (including the trademark licenses described therein) under section 365 unless and until they satisfy sections 365(b)(1) and 365(f)(2) and otherwise obtain Bloom Fresh's consent to the extent required under section 365(c)(1)(B). The Court retains jurisdiction to resolve disputes regarding these provisions.

Notice and Objections

• Notice was provided through the Notice of Filing of Form Asset Purchase Agreement [Docket No. 156], the Sale Notice and Notice of Auction [Docket No. 108, Ex. B], the Assumption and Assignment Notice [Docket No. 108, Ex. C], the Notice of Successful Bidder [Docket No. 448], and the other documents required by the Bidding Procedures Order, as evidenced by certificates of service [Docket Nos. 126, 169].
• All parties entitled to notice of each Sale Transaction — including notice of the deadline for objecting to approval of the Sale Transaction and to the assumption and assignment of the Assumed Contracts (including Cure Costs) — received due, proper, timely, and adequate notice and had an opportunity to appear, object, and be heard. Notice was fair and equitable and complied with section 102(1), Bankruptcy Rules 2002, 6004, and 6006, and the applicable Local Rules. No further notice is required.
• All objections not withdrawn, waived, or resolved prior to the Sale Hearing were denied and overruled on the merits with prejudice. (Objections resolved by stipulated language in the Conterra Sale Order — Batth Brothers Farm, DLP Funding, and Bloom Fresh — are addressed in the Conterra section below.)

Tax Matters (Common)

• To the fullest extent permitted by section 1146(a) and other applicable law, the transfer of the Acquired Assets, including any transfer of the Debtors' owned real property, is not subject to any stamp tax, document recording tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, sales or use tax, UCC filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment in the United States.
• Where a C.A.R. form cost-allocation table assigns county or city transfer taxes and fees between the parties, the Order's tax relief supersedes that allocation for the transfer of the Acquired Assets to the extent section 1146(a) applies.

Implementation, Non-Interference, and Binding Effect

• Each federal, state, county, city, district, commonwealth, local, foreign, or other governmental agency is directed and authorized to accept for filing and/or recording all documents, mortgages, and instruments necessary to effectuate, implement, or consummate the Sale Transaction Documents and each Order.
• All parties in interest — including the Debtors and their current and former officers, directors, managers, members, equity holders, agents, representatives, employees, affiliates, successors, and assigns — are enjoined from taking any action inconsistent with, or intended to prevent, impair, delay, obstruct, frustrate, challenge, or otherwise interfere with, the implementation, consummation, or closing of the Sale Transaction, the transfer of the Acquired Assets, or the Buyer's exercise of rights. Violations may be enforced by the Debtors, the Buyer, or any successor to the Acquired Assets through application to the Court, which retains exclusive jurisdiction to enforce.
• Each Order binds the Debtors, their estates, all creditors and equity holders, all holders of Encumbrances, all counterparties to executory contracts and unexpired leases, the Buyer and its agents, representatives, affiliates, and permitted successors and assigns, and any trustee, examiner, "responsible person," or other fiduciary subsequently appointed, including upon conversion to chapter 7 or dismissal under section 1112.
• The terms of the Sale Transaction Documents are effective and binding in accordance with their terms; failure to include or reference a particular provision in an Order does not diminish or impair its effectiveness, the Court's intent being to approve the Sale Transaction Documents in their entirety. Those documents are valid, binding, and enforceable against the signatories and against any trustee appointed in the Chapter 11 Cases, in any chapter 7 case upon conversion, or in any superseding or related proceeding, including upon dismissal, and are not subject to rejection or avoidance under any circumstances.
• The Sale Transaction Documents may be modified, amended, or supplemented in accordance with their terms, provided that any modification materially altering their terms requires further Court approval.
• Nothing in any confirmed chapter 11 plan, plan confirmation order, dismissal order, or post-conversion order may alter, conflict with, or derogate from the Sale Transaction Documents or any Order absent agreement of the Debtors and the applicable Buyer, and no payments authorized are subject to avoidance, disallowance, disgorgement, recharacterization, or subordination. Any order entered under section 1112 must provide, consistent with sections 105 and 349, that the Order and the Buyer's rights remain effective and binding notwithstanding dismissal or conversion. Satisfaction of the DIP Obligations and funding of the Professional Fee Escrow remain subject to the DIP Orders.
• In the event of a conflict, each Order governs over the Sale Transaction Documents and over any inconsistent prior order in the Chapter 11 Cases, and may not be modified by any confirmed chapter 11 plan. The Court retains jurisdiction to interpret, enforce, and implement each Order and the Sale Transaction Documents (including modifications, amendments, or supplements) and to adjudicate related disputes. All time periods are computed in accordance with Bankruptcy Rule 9006(a).

Waiver of Stay (All Orders)

• The Court found that each sale must be approved and consummated promptly to preserve the value of the Acquired Assets, that time is of the essence, and that immediate effectiveness is necessary to preserve estate value and permit the orderly transition and continued operation of the Business.
• The 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and does not apply to any Order or to any of the Sale Transaction Documents (including, under the Conterra Sale Order, the TSA); each Order is effective and enforceable immediately upon entry, and the parties may consummate at any time after entry.

Key Dates Common to All Orders

• Petition Date: March 6, 2026
• Bidding Procedures Order entered: April 24, 2026 [Docket No. 253]
• Auction: June 24, 2026
• Sale Hearing: June 30, 2026, at 9:30 a.m.
• Bloom Fresh Plant Lease and Trademark License Agreement: Oct. 27, 2016; Bloom Fresh Marketing Rights and Trademark License Agreement: Jan. 11, 2019

Part II — Provisions Common to the Six Ranch Sales (Ranches 9, 14, 28, 33, 35, and 36)

Document Set and Order of Precedence

• The Ranch 14, 28, 35, and 36 Sale Orders define the Sale Transaction Documents as the Asset Purchase Agreement between the Debtors and the Buyer dated June 30, 2026, substantially in the form submitted as Exhibit B, together with any ancillary documents. In each case Exhibit B as produced consists of C.A.R. forms — a Vacant Land Purchase Agreement and Joint Escrow Instructions, an Addendum to Purchase Agreement and Joint Escrow Instructions, an Amendment of Existing Agreement Terms (Ranches 14, 28, and 35), a Buyer Contingency Removal, the agency disclosure, and related advisories — none of which bears a June 30, 2026 date. June 30, 2026 is the Sale Hearing date.
• Departure — Ranches 9 and 33. Those two Orders instead define the Sale Transaction Documents as the Vacant Land Purchase Agreement between the Debtors and the Buyer dated June 12, 2026, "as amended," together with any ancillary documents, so the dating anomaly above does not arise and the Amendment of Existing Agreement Terms supplies the operative price. The Ranch 9 exhibit set also includes an Amendment of Existing Agreement Terms (AEA), an Addendum (AD), the VLPA, a Federal Reporting Requirement Purchase Addendum (FRR-PA), the BVLIA, PRBS, FHDA, WFA, and CCPA advisories, C.A.R. Form ADM Addendum No. 1, and the bankruptcy-specific Addendum to Purchase Agreement. VLPA Paragraph 4C states that the BVLIA, FHDA, WFA, CCPA, and PRBS forms are provided for reference only and are not incorporated.
• Order of precedence: the Sale Order governs over the Sale Transaction Documents in all respects; the Addendum governs over the Purchase Agreement; and the Purchase Agreement's C.A.R. form terms apply where not superseded. Section 13 of the Ranch 9 Addendum survives Closing or earlier termination.
• Each Addendum in the Ranch 14, 28, 35, and 36 transactions recites the chapter 11 filing by "Seller and nine of Seller's affiliates" and cites the Bid Procedures Order as docket 8253, while the Sale Orders cite Docket No. 253. The docket number should be confirmed before publication.

Purchase Price Structure, Deposit, and Liquidated Damages

• Each transaction is an all-cash purchase with no loan needed and no financing contingency. The Buyer must deliver written verification of funds sufficient for the purchase price and closing costs, and represents that funds will be good when deposited with Escrow Holder.
• The initial deposit is delivered directly to Escrow Holder by wire transfer within three business days after Acceptance — a business-day period, unlike most other periods in the Purchase Agreement, which run on calendar days. The percentage figure stated on the form is for calculation purposes and is not a contractual term.
• Deposit amounts in Ranches 9 and 33 are not completed in the filed copies — for Ranch 9, neither the dollar figure nor the percentage-of-purchase-price field is filled in, and the Escrow Holder Acknowledgment deposit line is likewise blank; for Ranch 33, no deposit amount is filled in on the Purchase Agreement.
• Non-refundability (Addendum): notwithstanding anything in the Purchase Agreement to the contrary (including Sections 17(C)(1)–(3)), upon removal of the contingencies set forth in Paragraph 3(L) or Paragraph 8 — or upon the Buyer's failure to cancel or terminate before the time any such contingency is to be satisfied and removed, which is deemed removal — the deposit is deemed fully earned by the Seller and non-refundable except in the event of a Seller default. The Seller has no obligation to deliver a Notice to Buyer to Perform.
• Liquidated damages: if the Buyer fails to complete the purchase because of the Buyer's default, the Seller retains the deposit actually paid as liquidated damages. Release of funds requires mutual signed release instructions from both parties, a judicial decision, or an arbitration award. Any increased deposit requires a separate signed liquidated damages provision (C.A.R. Form DID). The provision is incorporated only if initialed by all Parties (VLPA Paragraph 34); in the Ranch 9 and Ranch 33 filed copies only the Buyer's initials appear, and the Addendum's non-refundability provision controls in the event of conflict.
• The Court found the purchase price under each set of Sale Transaction Documents adequate and reflective of fair value, and each Sale a reasonable and sound exercise of the Debtors' business judgment.

No Contingencies

• Unless expressly described in the Addendum, there are no contingencies whatsoever to the binding effect and enforceability of the Purchase Agreement, including financing, diligence, inspections, or appraisals. Each Ranch 14, 28, 35, and 36 Purchase Agreement designates "No loan contingency" and "No appraisal contingency" (removal of the appraisal contingency does not eliminate appraisal cancellation rights), and each of those Buyers executed a Buyer Contingency Removal (C.A.R. Form CR-B) removing any and all Buyer contingencies. No Buyer Contingency Removal appears in the Ranch 9 or Ranch 33 exhibit set.
• Tension in Ranches 9 and 33. The Amendments of Existing Agreement Terms add a cross-contingency — Ranch 9 conditioned on the Buyer completing its purchase of Ranch 33, and Ranch 33 conditioned on the Buyer completing its purchase of Ranch 9 — which the Addendum's "no contingencies whatsoever" clause does not on its face accommodate. Neither Sale Order separately addresses the cross-contingency.

Alternative Transactions and Termination Prior to the Auction

• From the effective date until declaration of a successful bid, the Seller was permitted to initiate communications with, respond to, and solicit or encourage inquiries, proposals, or offers from any person or entity, and to enter into agreements for an Alternative Transaction covering some or all of the Property, subject to the Bid Procedures and Bankruptcy Court approval.
• Had the Buyer's bid not been selected as the Successful Bid or Back-Up Bid, had it been selected as Back-Up Bid but the sale not closed with the Buyer, or had the Court declined to issue the Sale Order, the Seller could terminate the agreement, in which case the Buyer's deposit would be returned subject to the Bid Procedures and Bid Procedures Order, without liability to either party.
• Buyer acknowledgments in the Ranch 9 offer addendum (C.A.R. Form ADM, Addendum No. 1) included that the agreement is expressly contingent upon Bankruptcy Court approval and subject to overbid procedures and final court confirmation; agreement to participate in any such procedures, including auction; a flexible closing date to accommodate court approval timelines; a willingness to increase the purchase price and/or modify terms in accordance with court-approved overbid increments; a willingness to shorten or waive contingencies to remain competitive; agreement to cooperate in good faith to facilitate court approval and closing; and agreement to provide updated proof of funds or lender approval as needed.

Enumerated Recorded Liens Discharged

• Ranches 9, 14, 33, 35, and 36 — the sale is expressly free and clear of liens, claims, and encumbrances recorded for the benefit of:
  • ProducePay Inc., Recording No. 224106725, Official Records of Kern County, Sept. 5, 2024;
  • Peter John Hronis, Recording No. 225133184, Official Records of Kern County, Oct. 31, 2025; and
  • Sun Pacific Farming Cooperative, Inc., a California agricultural cooperative, and Evans AG GP, Inc., a Nevada corporation, Recording No. 226001187, Official Records of Kern County, Jan. 5, 2026.
• Ranch 28 — the same three secured parties are named, but with different recording data:
  • Produce Pay Inc., Recording No. 2024-0040207, Official Records of Tulare County, Sept. 3, 2024;
  • Peter John Hronis, Recording No. 2025-0057643, Official Records of Kern County, Oct. 31, 2025; and
  • Sun Pacific Farming Cooperative, Inc. and Evans AG GP, Inc., Recording No. 2026-0000444, Official Records of Kern County, Jan. 6, 2026.
• County anomaly: Ranch 28 and Ranch 14 are located in Tulare County, yet the Peter John Hronis and Sun Pacific/Evans instruments (and, for Ranch 14, the ProducePay instrument as well) are identified as recorded in the Official Records of Kern County.
• Ag Funding SC III LLC, which the Farming Rights Agreements describe as a prior holder of liens on and security interests in Ranches 9, 14, 33, 35, and 36, is not among the enumerated secured parties in any order; its liens are addressed by the general free-and-clear provisions and by the consent recited in those agreements, which is expressly conditioned upon the Buyer's entry into the applicable Farming Rights Agreement.

Assumption and Assignment

• Although each Order's caption and preamble seek approval of the assumption and assignment of executory contracts and unexpired leases (including the Buyer's payment of proposed cure costs, if any), no ranch Order identifies any Assigned or Assumed Contract, fixes any Cure Cost, or makes adequate assurance findings as to any specific counterparty. In the Ranch 9 and Ranch 33 Orders, "Assumed Contracts" and "Cure Costs" are referenced only in the notice and objection paragraphs, and the only contract-specific decretal treatment is the Bloom Fresh carve-out. "Permitted Encumbrances" and "Assumed Liabilities" — the carve-outs from the free-and-clear transfer and the successor-liability release — are defined by reference to the Sale Motion, Bidding Procedures Order, or Sale Transaction Documents not included in these filings.
• To the extent contracts and leases are included in the Property conveyed at Closing, the Buyer will pay all cash amounts required under section 365 as of the Closing Date to cure monetary defaults of the Seller, as a prerequisite to assumption.
• Nothing in a Purchase Agreement constitutes an attempt by the Seller to assign any contract that is not assignable under the Bankruptcy Code or otherwise without a counterparty consent that has not been given.
• Each Buyer agreed to promptly take such actions as requested by the Seller to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance under each executory contract to be assumed and assigned.

Title Findings

• The Ranch 33 Order finds that the Debtors' rights, title, and interests in the Acquired Assets constitute property of the estates vested within the meaning of section 541(a), and that the Debtors are the sole and rightful owner, with no other person or entity having or having asserted any ownership right, title, or interest therein.
• The Ranch 9 Order states the same finding in the alternative: that the Acquired Assets constitute property of the estates vested under section 541(a), or that the Acquired Assets are being sold pursuant to the Sale Transaction; and that the Debtors are either the sole and rightful owner or are consummating the Sale Transaction of the Acquired Assets.

Retained Litigation Claims

• The rights of the Seller's bankruptcy estate, or any assignee or designee, to bring avoidance actions under sections 544–550 of the Bankruptcy Code, and any other potential litigation claim of the Seller, are not conveyed to the Buyer. (Recorded in the Ranch 9, 14, 28, 33, and 35 documents; see the Conterra section for the GUC Carveout and Insider Chapter 5 Claims treatment of the same claims.)

"As-Is, Where-Is" Conveyance, Disclaimers, and Releases

• All real and personal property is conveyed "as-is, where-is" without warranty of any kind, express or implied, and the Seller disclaims any representations or warranties with respect thereto. In Ranch 9, the Buyer further agreed in its offer addendum to purchase the property in its present "as-is, where-is" condition, subject only to rights expressly approved through the bankruptcy process.
• Other than the Seller's express representations and warranties in the Purchase Agreement, the Seller Group disclaims any representation, warranty, inducement, promise, agreement, assurance, or statement concerning the Property, including its use, condition, value, compliance with Governmental Regulations, presence or absence of Hazardous Materials, or permissibility, feasibility, or convertibility for any particular use, including prospects for sale, lease, development, occupancy, or suitability as security for financing.
• The Seller specifically disclaims all implied warranties, including merchantability, habitability, and fitness for a particular purpose, and any warranty concerning the nature and condition of the Property (including water, soil, and geology), environmental hazards or compliance with Environmental Laws, the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, or condition, and compliance with Governmental Regulations.
• Each Buyer acknowledges that much of the Land has been an active working farm for many years and that petroleum products, fuel, gasoline, and chemicals — including fertilizers, herbicides, rodenticides, and pesticides customarily used in farming, some of which may now be considered hazardous or toxic — may have been used, stored, mixed, and applied on the Land or adjacent property; that it will make its own independent examination and evaluation and acquire the Property solely on the basis of its own investigation of physical condition (including subsurface conditions, improvements, water supply, and development potential); and that it assumes the risk that adverse conditions may not have been revealed or disclosed.
• Information supplied by the Seller: except as expressly contained in the Purchase Agreement, the Seller makes no representation as to the accuracy or completeness of documents delivered or made available for inspection; due diligence materials were prepared by third parties with whom the Buyer has no privity; and the Buyer relies solely on its own investigations.
• General release: except as to claims for the Seller's breach or default under the Purchase Agreement, the Buyer and the Releasing Parties waive their right to recover from and irrevocably release the Released Parties from all claims, costs, losses, liabilities, damages, expenses, demands, actions, or causes of action arising from or related to property defects, errors, omissions, or other conditions, latent or otherwise, including environmental contamination, risks, conditions, and matters. The release extends to unknown and unsuspected claims, and the Buyer knowingly and voluntarily waives California Civil Code § 1542.
• Knowledge qualifier and no personal liability: references to the Seller's "knowledge" are limited to the Seller's current actual knowledge at the times indicated, without implied, imputed, or constructive knowledge and without independent investigation or inquiry; the Seller has no personal liability in any manner related to the contemplated transactions.
• Evidence of title: by acceptance of the deed and Closing, the Buyer assumes for the Seller's benefit all of the Seller's obligations with respect to the Property from and after Closing and agrees that the Seller has conclusively satisfied its title obligations. These provisions and the Buyer acknowledgments survive Closing or earlier termination.

Closing Mechanics, Costs, and Prorations

• The Sale Transaction may not be consummated unless and until all conditions precedent in the Sale Transaction Documents are satisfied or waived (the date of such occurrence, the Closing Date). Entry of a Sale Order authorizing the sale to the Buyer, not subject to a stay pending appeal, together with selection of the Buyer's bid as the Successful Bid (or authorization to close with the Buyer as Back-Up Bid), is a condition precedent to both parties' obligations; if not satisfied on the Closing Date, the Purchase Agreement terminates, escrow is cancelled, and all funds and documents in escrow are returned to the depositing party.
• The Debtors and each Buyer are authorized and directed to consummate as soon as practicable and in any event no later than 15 days after entry of the Sale Order — on or before Aug. 17, 2026 for the four Aug. 2, 2026 orders, and on or about Aug. 21, 2026 for the two Aug. 6, 2026 orders — unless otherwise expressly agreed in writing. The Purchase Agreements' stated Close of Escrow of 30 days after Acceptance is superseded.
• Escrow Holder in each transaction is Chicago Title, Fresno (Attn: Sue Meyer(s)). For Ranches 14, 28, 35, and 36, escrow fees are allocated with each party paying its own; the Natural Hazard Zone Disclosure Report is provided by MyNHD ("Best Value") and designated to the Seller, as are county transfer tax and fees (subject to the section 1146(a) relief above). Departure: the Ranch 33 allocation table assigns escrow fees, the owner's title insurance policy, and county transfer tax and fees to the Seller, with the Buyer's lender title policy to the Buyer; the Ranch 9 grid records the owner's title policy as split 50/50 with each party paying its own fees, with several checkbox selections not clearly legible.
• Prorations: real property taxes and assessments, interest, rents, Seller rental payments, premiums on insurance assumed by the Buyer, HOA regular assessments due prior to Close of Escrow, payments on bonds and assessments assumed by the Buyer, and payments on Mello-Roos and other special assessment district bonds and assessments that are now a lien are paid current and prorated between Buyer and Seller as of the Close of Escrow on a 30-day month basis; tax and utility bills issued after the Close of Escrow are handled directly between Buyer and Seller.
• Attorneys' fees: in any legal action between Buyer and Seller arising out of the Purchase Agreement, the prevailing party is entitled to reasonable attorney fees and costs from the non-prevailing party, except as otherwise provided.
• Broker compensation: in the Ranch 9 and Ranch 33 transactions, subject to Court approval the Seller pays the Buyer's Broker a 1.500% buy-side commission out of the transaction proceeds, based on the final purchase price. Real estate broker commissions are not set by law and are fully negotiable.

Federal Reporting (FinCEN) — Ranches 9 and 33 Only

• The parties to the Ranch 9 and Ranch 33 transactions executed a Federal Reporting Requirement Purchase Addendum (C.A.R. Form FRR-PA) addressing FinCEN residential real property reporting. Buyer and Seller must deliver all necessary reporting information to the Reporting Person (typically the escrow or title company) within seven days after request, and must make a good faith effort to obtain such information from any entity, beneficial owner, trustee, or signing party. The Reporting Person will not close escrow if the requested information is not provided in full; a party that fails to provide its own information may be in breach, and a performing party may cancel after first giving a notice to perform.
• The addendum records that the FinCEN reporting requirements scheduled to take effect March 1, 2026 were suspended following a federal court ruling in Texas on March 19, 2026, though title and escrow companies may still be collecting — but not reporting — information. By its own terms the form applies to a Vacant Land Purchase Agreement only where the property will be improved with a residential dwelling of one to four units, which is not the stated intended use in either transaction.
• Separately, because the Buyer is a legal entity, the purchase price exceeds $300,000, and the purchase is all cash without external financing, a FinCEN Geographic Targeting Order may require the title company to collect and report information about the Buyer; the Buyer agreed to cooperate with the title company's compliance efforts (VLPA Paragraph 16D/16E).

Assignment Rights

• The Buyer may assign all of its interest in the Purchase Agreement to a wholly owned entity or trust of the Buyer existing at the time of assignment. Otherwise, the Buyer may not assign all or any part of its interest without the Seller's separate written consent to a specified assignee, which the Seller may not unreasonably withhold; withholding is deemed reasonable where, among other grounds, the Buyer is to receive monetary or other consideration for the assignment, the Buyer misrepresents any aspect of the assignment, or the assignment request is delivered after the time specified in the Purchase Agreement (17 days after Acceptance under the Ranch 35 form; 5 days prior to Close of Escrow under the Ranch 28 form).
• Prior to any assignment the Buyer must disclose the assignee's name and the amount of any monetary consideration between Buyer and assignee, and the parties must provide any assignment agreement to Escrow Holder within one day after the assignment. Under the Ranch 9 form, any assignee must deliver a lender prequalification or preapproval letter. Any total or partial assignment does not relieve the Buyer of its obligations, and any nomination by the Buyer is subject to the same procedures. Each Purchase Agreement binds and inures to the benefit of the parties and their respective successors and assigns.

Governing Law and Dispute Resolution

• Each Purchase Agreement is governed by federal bankruptcy law to the extent applicable and, where state law is implicated, by California law without regard to conflicts of law. The Bankruptcy Court retains exclusive jurisdiction to enforce the Purchase Agreement and Addendum; each party consents generally and unconditionally to that jurisdiction, irrevocably waives venue and forum non conveniens objections, and, to the extent not prohibited by applicable law, waives its right to trial by jury.
• The C.A.R. forms contain standard mediation and arbitration provisions — mediation through the C.A.R. Dispute Resolution Center or another mutually agreed provider before resort to arbitration or court, with loss of attorney fee recovery for a party that refuses; and binding neutral arbitration before a retired judge or justice under Title 9 of Part 3 of the Code of Civil Procedure if initialed, with jury trial waiver, discovery under Code of Civil Procedure section 1283.05, and carve-outs for judicial and non-judicial foreclosure, unlawful detainer, bankruptcy court matters, probate, small claims, and mechanic's liens. These appear superseded: the Addendum's exclusive Bankruptcy Court jurisdiction, venue, and jury-waiver provisions control over any conflicting Purchase Agreement term, and the Sale Order controls over both. Arbitration initial lines are incomplete or illegible in the filed copies; in Ranches 9 and 33 only the Buyer's initials appear.

Common Record and Execution Caveats

• Across the ranch transactions, the following recur and should be verified against executed originals: Section 7 of each Addendum recites that additional items of the Seller's right, title, and interest are included beyond those listed in Section 9(B) of the Purchase Agreement (blank in Ranches 14, 28, 35, and 36; populated in Ranch 9 with Ranches 1 & 2); portions of the allocation-of-costs tables are illegible; and various signature and initial lines (Seller signature blocks, liquidated damages and arbitration initials, § 1542 waiver initials, Amendment acceptance blocks, Escrow Holder acknowledgments, and the Farming Rights Agreement signature blocks) are blank or illegible in the filed copies. In Ranch 9 specifically, the VLPA Seller signature block, the Amendment acceptance and date lines, and both Name/Title lines on the Farming Rights Agreement signature page are blank; some of this may be OCR degradation rather than genuinely unexecuted documents.

Part III — Transaction-Specific Terms

A. Conterra Sale — Substantially All Assets (AG Funding SC III LLC)

• Parties. Sellers are all ten Debtors. Buyer is AG Funding SC III LLC, a Delaware limited liability company ("Conterra"), the Successful Bidder at the Auction. The Sale Order was agreed and approved by counsel for the Debtors (Saul Ewing LLP), the Buyer and creditor Conterra Agricultural Capital, LLC (Miller Nash LLP and Royer Cooper Cohen Braunfeld LLC), the Official Committee of Unsecured Creditors (Raines Feldman Littrell LLP), DLP Funding, LLC (Kaminski Law, PLLC and Salvato Boufadel LLP), Bloom Fresh International Limited (Rimon PC), and Batth Brothers Farm (Coleman & Horowitt, LLP).
• Assets. Substantially all of the Sellers' assets used in the conduct of the Business, comprising the Transferred Real Property (including all Improvements); Crop Rights, including all rights in crops and agricultural products planted prior to the Closing Date, wherever located, with any subsidies, incentives, or other benefits attributable to them; Water Rights, including riparian, appropriative, and other water and ditch rights, wells, reservoirs, dams, ponds, storage rights, springs, and leased project water; the Purchased Intellectual Property, goodwill and other general intangibles, and the Acquired Tangible Personal Property (all Tangible Personal Property other than the Excluded Tangible Personal Property on Schedule 1-C); the Transferred Contracts and Transferred Permits, to the extent transferable under applicable law; the Business Books and Records (Sellers may provide originals or copies and retain the balance); all claims and counterclaims against non-Affiliates relating to the Business, the Purchased Assets, or the Assumed Liabilities, excluding Avoidance Actions and the claims described on Schedule 1-A; and unexpired warranties, indemnities, and guarantees, claims, deposits, refunds, rebates, and prepaid items (including the Specified Cash Deposits), supplies and construction materials, and rights to collect damages for misappropriation or infringement of the Purchased Intellectual Property.
• The Acquired Assets also include all rights, claims, causes of action, interests, and entitlements of the Debtors — legal or equitable, direct or indirect, contingent or non-contingent, matured or unmatured, known or unknown — in and to any parcels of real property acquired, funded, capitalized, maintained, serviced, improved, or otherwise financed, in whole or in part, with Debtor funds.
• Excluded Assets. Among others: the Excluded Tangible Personal Property; Tax refunds and credits; Sellers' rights under the APA and Related Agreements; Contracts and Permits that are not Transferred Contracts or Transferred Permits; the Excluded Books and Records; Avoidance Actions; insurance policies and related rights; claims against Affiliates; and all Benefit Plans and related assets. Notwithstanding any contrary provision, the Acquired Assets exclude the assets included in the GUC Carveout under the Stipulation, including the D&O Commercial Tort Claims.
• Purchase price. A Credit Bid equal to $110 million, plus the Sellers' DIP Loan Amount, minus the Other Bids of $14.5 million, for an aggregate of $122,193,698.17, in addition to the Assumed Liabilities and the Cure Amounts, which the Buyer will pay to counterparties on or about the Closing Date. In the form APA annexed as Exhibit A, the Sellers' DIP Loan Amount is left blank with a notation that the parties are to update it prior to Closing, and both the Other Bids figure and the aggregate Purchase Price appear in brackets; the final amounts are subject to adjustment at Closing. "Other Bids" are bids submitted by third parties at the Auction and approved by the Court for certain Seller assets not included in the Purchased Assets.
• The Court found the consideration constitutes reasonably equivalent value and fair consideration under the Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transfer Act, and the Bankruptcy Code, and that no person or entity offered greater economic value to the estates.
• Credit Bid. Consists of all or any portion of (i) the Buyer's secured loan amounts outstanding prior to the Petition Date and (ii) the Sellers' DIP Loan Amount, applied under section 363(k). The Sellers' DIP Loan Agreement is the Secured Superpriority Debtor-in-Possession Loan Agreement dated March 17, 2026 among the Sellers and Conterra Agricultural Capital, LLC.
• Following escrow of the Carve-Out and consistent with the Final DIP Order [Docket No. 258], the Debtors are authorized and directed to apply a portion of the Credit Bid equal to the aggregate DIP Obligations outstanding as of the DIP Payoff Reference Date as a paydown of the DIP Obligations, no later than the later of (a) three business days after the Closing Date or (b) three business days after the closing date of the sale of an excluded real estate asset, without further order of or notice to the Court. The application does not constitute payment in full, satisfaction, release, termination, or discharge of the DIP Obligations, DIP Facility, DIP Documents, or any rights, liens, protections, claims, or remedies thereunder, except to the extent reduced by the paydown. Nothing requires the Buyer to pay cash on account of DIP Obligations paid down through the Credit Bid; any cash payments the Debtors do make are governed by the DIP Documents, deemed complete on receipt of good and immediately available funds, and directed by the DIP Lender for distribution.
• No later than 5:00 p.m. (prevailing Pacific Time) two business days after the Closing Date, the DIP Lender must provide Debtors' counsel a statement identifying the aggregate DIP Obligations outstanding as of the DIP Payoff Reference Date and the amount of the Credit Bid applied.
• Distribution of sale proceeds. Upon consummation, the Debtors apply sale proceeds, if any, free and clear of all Encumbrances, first to fund the Professional Fee Escrow in an amount equal to the Carve-Out, and second to apply the Credit Bid: (i) to the aggregate DIP Obligations outstanding as of the DIP Payoff Reference Date; (ii) to the secured obligations under the Prepetition Term Loan Documents originally held by AgAmerica Lending LLC and now held by Conterra as successor-in-interest (the "Legacy AgAmerica Debt"), until paid in full; and (iii) to the secured obligations under the Prepetition Revolver Documents originated by Conterra (the "Legacy Conterra Debt"), until paid in full.
• Any Remaining Sale Proceeds are retained by the Debtors, except that the Buyer is entitled to Acquired Assets and proceeds thereof as provided in the APA and Sale Transaction Documents. Conterra retains a lien on the Remaining Sale Proceeds to the extent derived from estate property, though the Debtors remain authorized under the Final DIP Order to use such proceeds as Cash Collateral during the Specified Period to fund the Chapter 11 Cases and for working capital, subject to the budget and adequate protection provisions. The DIP Facility, DIP Documents, and DIP Obligations (as reduced) remain in full force and effect following Closing unless terminated or satisfied pursuant to the DIP Documents, a confirmed plan, or further Court order. Conterra retains the right to a deficiency claim as to any unpaid debts owed to it after closing, and the Debtors will continue to pay the reasonable and documented legal fees and expenses of the Prepetition Secured Parties in accordance with the Final DIP Order to the extent Cash Collateral is available.
• Assumed Liabilities. All liabilities and obligations relating to or arising under (i) the Transferred Contracts, including Cure Amounts, (ii) the Purchased Assets and the Business for periods on and after the Closing Date, and (iii) ordinary course trade payables — including prepetition payables and postpetition administrative expenses — unpaid on or after the Closing Date that the Buyer determines are necessary for ordinary course operations, in each case provided they do not result from any pre-Closing breach or default by the Sellers. The Buyer expressly reserves all rights, defenses, and objections with regard to the Assumed Liabilities and Permitted Encumbrances (other than Cure Costs).
• Excluded Liabilities. All liabilities that are not Assumed Liabilities, including Indebtedness (other than Support Obligations under Section 7.10 or as set forth in any Transferred Contract), Taxes for pre-Effective Time periods, litigation relating to pre-Effective Time events, liabilities to Affiliates and current or former shareholders, directors, and officers, liabilities related to Excluded Assets, Benefit Plan liabilities, pre-Execution Date employment and workers' compensation liabilities, Sellers' transaction costs, and Environmental Liabilities as of the Effective Time to the extent the Purchased Assets can be sold free and clear under section 363(f).
• PACA. As a condition to closing, the Buyer must pay all Allowed PACA Claims in full. A PACA Claim is one asserted under section 5(c) of the Perishable Agricultural Commodities Act of 1930, 7 U.S.C. § 499e(c); Allowed PACA Claims are those allowed under the exclusive procedures and bar date established at Docket No. 225. The Buyer has no obligation to satisfy, reserve for, or otherwise address any PACA Claim that is not an Allowed PACA Claim.
• Assumption and assignment. Entry of the Sale Order approves assumption and assignment of the Assumed Contracts under section 365, effective as of the Closing Date or payment of the Cure Costs, whichever is later, free and clear of all Encumbrances to the extent set forth in the Order. No contract, lease, or other agreement may be assumed absent concurrent assignment to the Buyer. The Buyer pays all Cure Amounts at Closing and the Sellers have no liability for them; a good faith estimate as of the Execution Date appears at Section 2.8(b) of the Seller Disclosure Schedule. The Buyer's promise to pay Cure Costs and perform post-Closing obligations constitutes adequate assurance under section 365(f)(2), and upon payment the Buyer is deemed to have met all requirements of section 365(b). All anti-assignment provisions are unenforceable within the meaning of section 365(f).
• Objection bars operate separately by category. A Counterparty that did not timely object to assumption and assignment is deemed to have consented (with any section 365(c) consent deemed granted) and is forever barred from objecting. A Counterparty that did not timely object to Cure Costs is barred from disputing those amounts or asserting additional cure or other amounts against the Buyer or its property, and the Cure Costs in the Assumption and Assignment Notice control. A Counterparty that did not timely object to adequate assurance is barred from doing so. No Counterparty is barred from seeking additional amounts on account of defaults occurring between the cure objection deadline and the assumption and assignment.
• Supplemental Contracts identified on a Supplemental Assumption Notice filed prior to the Closing Date are deemed Assumed Contracts absent objection by the Supplemental Assumption Objection Deadline; if a timely objection is filed, the contract becomes an Assumed Contract only upon withdrawal or further Court order. Under the APA, the Buyer had the right to direct the Sellers to remove any Contract from the Schedule of Assumed Executory Contracts and Unexpired Leases at any time on or prior to three business days before the Auction, or such later date as permitted, with the Sellers required to file a modified schedule.
• Bid protections. If the Sellers accepted a higher or better offer from an Alternative Purchaser in a Court-approved Alternative Transaction and terminated the APA under Section 10.1(h)(i), the Buyer would be entitled to reimbursement of reasonable documented out-of-pocket expenses not exceeding 1% of the Purchase Price, payable solely from the proceeds of the Alternative Transaction simultaneously with its closing or upon forfeiture of the earnest deposit. Because the Buyer was identified as the Successful Bidder, the Expense Reimbursement was not triggered.
• Mutual releases. In addition to releases in the Sale Transaction Documents, the Order approves mutual releases between the Debtors (and their Related Parties) and the Buyer (and its Related Parties) of all claims — direct, derivative, cross-claim, third-party, subrogation, or class — arising out of or relating to the pursuit, negotiation, documentation, execution, or implementation of the Sale Transaction Documents, existing or arisen up to and including their signing. The releases exclude the parties' rights and obligations under the Order and those documents and claims arising from any act or omission judicially determined by final order to have constituted actual fraud. Nothing affects claims against the Debtors or any current or former insider, officer, director, manager, member, equity holder, affiliate, or controlling person of any Debtor; "Related Party" expressly excludes any current or former equity holder and any former director or officer. Both releasing parties are permanently barred and enjoined from pursuing, commencing, or continuing any action, seeking enforcement of any judgment, creating or enforcing any encumbrance, or asserting any setoff, subrogation, or recoupment as to released claims.
• GUC Carveout and Insider Chapter 5 Claims. Pursuant to the Stipulation approved by the Order Granting Debtors' Motion to Approve Compromise [Docket No. 446], all chapter 5 claims and causes of action of the Debtors or their estates and the proceeds thereof — including fraudulent transfer and preference claims and all other Avoidance Actions — are included in the GUC Carveout for the benefit of holders of allowed general unsecured claims. Claims against insiders of the Debtors and their family members (the "Insider Chapter 5 Claims") are excluded from the GUC Carveout and, effective as of the Closing Date, are assigned, transferred, and conveyed to the Buyer, which has sole discretion to prosecute, settle, compromise, release, assign, or otherwise dispose of them. The estates and/or the liquidating trust under a confirmed plan retain a reversionary interest triggered upon payment of Conterra in full; until then Conterra has absolute authority. In the event of conflict between the Sale Order and the Stipulation as to the Insider Chapter 5 Claims and other GUC Carveout assets, the Stipulation governs.
• Batth Brothers Farm. The Sale Transaction and relief granted are approved subject to the limited reservation of rights asserted by Batth Brothers Farm as expressly set forth on the record of the Sale Hearing.
• DLP Funding and the Disputed AR. Under the Trust Account Order entered May 11, 2026 [Docket No. 287] — an agreed order that denied the Debtors' motion to enforce the automatic stay and for sanctions against DLP Funding, LLC and approved joint instructions to account debtors regarding payment of receivables into a segregated account, agreed by counsel for the Debtors, Conterra, and DLP — the Debtors established a segregated trust account at Axos Bank (account ending 8290) holding in trust all accounts receivable held by account debtors that became due before the March 6, 2026 petition date, up to $3,644,482.52 (the "Disputed AR"). As of June 23, 2026 the Trust Account held $3,653,021.38, with additional amounts forthcoming. The Disputed AR is the subject of a dispute between the Debtors and DLP and of Adv. Proc. No. 26-01017; DLP filed a limited objection to the Sale Motion on May 19, 2026 [Docket No. 311]. In resolution, the parties agreed that the Sale Motion and Sale Order do not adjudicate the adversary proceeding, do not adjudicate ownership of the Disputed AR or the Disputed AR Amount, do not dispose of any party's rights, interests, defenses, or alleged ownership, and do not authorize the sale, transfer, or assignment of the Disputed AR held in the Trust Account. Subject to the foregoing, to the extent the Disputed AR is adjudicated or determined to be property of any Debtor's estate, the Acquired Assets shall include it.
• Conditions to closing. Buyer conditions include accuracy of the Sellers' representations and warranties in all material respects, performance of the Sellers' covenants, delivery of the Related Agreements and the Section 4.2(a) items, absence of any injunction or Order declaring the agreements invalid or prohibiting the transactions, absence of pending governmental litigation seeking to enjoin the sale, receipt of all Buyer Required Approvals on Schedule 9.1(g), and absence of any Business Material Adverse Effect. Seller conditions include accuracy in all material respects of the Buyer Fundamental Representations and other representations, performance in all material respects of the Buyer's covenants, evidence of payment of the Cure Amounts, delivery of the Related Agreements and the Section 4.2(b) items, the same injunction and litigation conditions, and receipt of all Buyer Required Approvals. Mutual conditions include entry of the Sale Order and any other required Orders (not stayed, vacated, reversed, or materially modified adverse to the Buyer without its consent, and with the appeal period expired or a Rule 6004(h) waiver); approval and actual assumption and assignment of the Transferred Contracts subject to payment of Cure Amounts; expiration or termination of any applicable HSR waiting period; and satisfaction or waiver of all other conditions under the Sale Order. The Buyer represents it has and will have funds sufficient to pay the Purchase Price, Cure Amounts, and related fees, and its obligation to close is not conditioned on financing. Closing occurs at 10:00 a.m. local time, remotely by electronic transmission, on the second Business Day after satisfaction or waiver of the Article IX conditions, or as mutually agreed; the Effective Time is 12:01 a.m. Eastern Time on the Closing Date.
• Representations, warranties, and survival. The Sellers make representations jointly and severally, nearly all qualified by "Seller's Knowledge" — the actual knowledge, without independent investigation, of co-CROs Allen Soong and Scott Avila and of employee Mark T. DeDonato — covering organization and authority, absence of conflicts, governmental approvals, legal proceedings, compliance with Laws and Orders, employees and Benefit Plans, intellectual property, Material Contracts, Permits, insurance, environmental matters, real property, brokers, Taxes, credit support obligations, absence of a material adverse change since March 6, 2026, and inter-company transactions. Apart from those express representations, the Sellers disclaim all representations and warranties, statutory, express or implied, written or oral, at law or in equity — including merchantability, fitness for a particular purpose, and non-infringement — and any representation regarding pro-forma financials, projections, or forward-looking statements; the Buyer acknowledges its independent investigation and that the Purchased Assets transfer "AS IS, WHERE IS." Except for Sections 3.4, 4.3, 4.4, 6.3, 7.3, 7.4, 7.6, and 7.8, which survive in accordance with their terms to the extent performable after Closing, the representations, warranties, covenants, and agreements do not survive Closing and terminate at Closing, including any action for damages for breach or inaccuracy.
• Termination. The APA may be terminated prior to Closing: by joint written agreement; by either party if Closing has not occurred by the Outside Closing Date (unless the failure is due to the terminating party's breach); by either party upon a final, non-appealable Order, ruling, or Law permanently restraining the transactions that is not stayed; by either party if a condition to its obligation becomes impossible to satisfy and is not waived, or upon a material breach by the other party; by either party pursuant to Section 7.9 (Risk of Loss); by the Buyer if the Sale Order is vacated, reversed, or materially adversely modified without its consent or the Sellers fail to comply with it; by either party if the Buyer is not the Successful Bidder or Back-up Bidder, if the Court dismisses or converts the case to chapter 7 prior to Closing, or if the Court denies approval of the Sale Order; and by the Buyer if the Sellers withdraw their request for sale authority or move to voluntarily dismiss or convert (unless effective after Closing). Separately, under Section 7.5 the Sellers may supplement the Seller Disclosure Schedules up to five business days before Closing; a Disclosure Update does not cure any breach, but if a New Matter — alone or with all New Matters — would result in a Business Material Adverse Effect or cause a Section 9.1 or 9.3 condition to fail, the Buyer may terminate by Termination Notice within three business days after delivery of the update, or by Closing if earlier, and failure to exercise waives the Buyer's rights as to that subject matter. Upon termination the APA becomes void with no liability, except for Section 10.2 (Expense Reimbursement), Section 10.3, Article XII, and Section 7.6.
• Other APA covenants. Interim operations: from the Execution Date to Closing, and subject to the Bankruptcy Code, the Bankruptcy Case, and the DIP Loan Agreement, the Sellers must operate in the Ordinary Course of Business and, absent the Buyer's consent, may not dispose of material Purchased Assets outside the ordinary course; cancel, fail to renew, or materially amend any material Transferred Permit; materially amend, terminate without cause, or waive material terms under any material Transferred Contract; institute or settle litigation that would become an Assumed Liability or materially and adversely affect the Purchased Assets or Business; or materially modify contractor engagements or enter into any collective bargaining agreement. Risk of loss: if casualty damage occurs between the Execution Date and Closing and the net Restoration Cost exceeds 5% but not 10% of the Purchase Price, the Sellers may elect to reduce the Purchase Price by that amount and Closing is unaffected; if they do not elect within five days, the Buyer may terminate. Above 10%, either party may terminate; absent termination the parties close with the Purchase Price reduced by the Restoration Cost. At 5% or less, neither party may terminate. The Sellers retain insurance proceeds up to the amount of any reduction. Assets incapable of transfer: where a Transferred Contract or Permit cannot be assigned without a consent the Bankruptcy Code does not render unenforceable, the APA does not effect an assignment; the Sellers must use Best Efforts — not requiring payment of money, but including seeking a determination that the consent requirement is unenforceable — to obtain consent and, failing that, to provide an alternative arrangement conveying the economic benefits to the Buyer at the Buyer's expense. Failure to obtain a consent neither excuses the Buyer from closing nor reduces the Purchase Price. Regulatory: the parties must make any required HSR filing within five business days after the Buyer is selected as Successful Bidder, and the Buyer must promptly undertake all actions required to complete the transactions lawfully before the Outside Closing Date, including responding to second requests and, if necessary, consenting to divestitures, hold-separate arrangements, or other conditions; entry of such a conditional order is expressly not a failure of the Article IX conditions. Publicity: prior to Closing neither party may issue a press release or public statement absent the other's consent or a requirement of law, the Court, or a securities exchange listing obligation. Assignment: neither party may assign without the other's prior written consent, except the Buyer may assign to an Affiliate on at least three business days' notice before Closing without release from its own obligations. Governing law: California law except as governed by the Bankruptcy Code, with exclusive Bankruptcy Court jurisdiction, jury waiver, and availability of specific performance and equitable relief without proof of actual damages or posting of a bond.
• Post-closing arrangements. The Debtors intend to enter into a mutually agreeable Transition Service Agreement and related documents as necessary in the CRO's discretion to preserve estate value and operational continuity, and are authorized to do so upon the Closing Date. At the Buyer's election, transfer of Acquired Assets constituting owned real property may occur pursuant to a confirmed chapter 11 plan; pending transfer, the Debtors are authorized and directed to enter into farming, access, operational, management, license, occupancy, cultivation, crop maintenance, transition, or similar agreements permitting the Buyer or its designee to possess, access, farm, cultivate, operate, maintain, preserve, harvest, manage, and otherwise utilize the real property, crops, water rights, improvements, and related assets. All persons in possession of Acquired Assets must surrender possession to the Buyer as soon as reasonably practicable on or after the Closing Date and cooperate with reasonable access requests; the Debtors must serve the Order on each person known to be in possession as soon as reasonably practicable after entry. Within 60 days after Closing the Sellers must cease commercial use of the name "Hronis" and all confusingly similar variations — other than as necessary to liquidate remaining assets or close the case — and change signage and stationery; promptly after Closing the Sellers and their controlling Affiliates must file applications to amend or terminate certificates of incorporation, assumed name certificates, or d/b/a filings eliminating their right to use the Names. Following Closing, the parties will afford each other reasonable access to the Business Books and Records and Excluded Books and Records for Tax return preparation, Tax audits or protests, regulatory compliance, administration of the case, and third-party actions, and neither may destroy such records for seven years after the Effective Time without first offering copies to the other. Notwithstanding anything to the contrary, the Debtors are entitled — at their election and in consultation with the Committee — to retain originals or native-format copies of the Business Books and Records to ensure transfer to the liquidating trust under the proposed plan. The Buyer must replace, effective as of Closing, the credit support obligations (including letters of credit) provided by the Sellers or their Affiliates with respect to the Business or Purchased Assets, with substitute arrangements reasonably satisfactory to the Sellers. The Buyer's obligations are not conditioned upon reaching agreement with any person for employment or engagement as a contractor, consultant, or agent.
• Tax provisions specific to this transaction. The Purchase Price, Assumed Liabilities, and other items treated as consideration for U.S. federal income Tax purposes are allocated among the Purchased Assets under section 1060 and the Treasury Regulations, with the Buyer providing a draft allocation within five days of Closing subject to the Sellers' agreement, not unreasonably withheld. Property Taxes and utilities are prorated as of the end of the day immediately preceding the Closing Date, with periodic Taxes apportioned per diem and all others on a closing-of-the-books basis, and prorating when actual bills issue if unavailable at Closing. The Buyer may deduct and withhold amounts required by law but must give the Sellers at least five business days' written notice describing the basis (other than for failure to deliver a Form W-9 for each Seller's regarded owner) and a reasonable opportunity to provide documentation reducing or eliminating it. The Buyer pays the cost of any title policy and endorsements it elects, all document recordation costs, and all Transfer Taxes not exempt under section 1146.
• Additional findings. The Court found the Sale Transaction, and any deed, instrument, or writing executed in connection therewith, is made in lieu of a foreclosure proceeding outside of bankruptcy, and that California Code of Civil Procedure section 726 does not apply.
• Transaction-specific dates. Sellers' DIP Loan Agreement dated March 17, 2026; Trust Account Order entered May 11, 2026; DLP limited objection filed May 19, 2026; DIP Payoff Reference Date June 30, 2026 (or such other date mutually agreed in writing if Closing occurs after July 31, 2026); Sale Order entered July 30, 2026; Supplemental Assumption Objection Deadline 4:00 p.m. (prevailing Pacific Time) 21 days after filing and service of a Supplemental Assumption Notice; Consummation Deadline no later than 15 days after entry of the Sale Order unless otherwise expressly agreed in writing; Outside Closing Date 150 days from the Petition Date (calculated: on or about Aug. 3, 2026), plus 10 days solely to the extent needed for regulatory approval.

B. Ranch 28 — SE Land, LLC

• Buyer. SE Land, LLC, or assignee, acting through Steve Etchegaray as authorized person (steve@etchegaryfarms.com; 559-786-1996; PO Box 964, Visalia, CA 93279). No buyer's brokerage firm or buyer's agent is identified. Seller's Brokerage Firm: MD Graham & Associates, Inc. (License No. 01998518); Seller's Agent: Landon Fernandes (License No. 02015859), 1005 N. Demaree St., Visalia.
• Seller identification. The Addendum identifies the Seller as Hronis, Inc. et al., signed by Allen Soong solely as Co-CRO; the Vacant Land Purchase Agreement identifies the Seller as "Hronis Family Limited Partners," apparently The Hronis Family Limited Partnership.
• Property. 120 acres of pistachio orchard in Terra Bella, Tulare County (APN 319-110-009-000; zip 93270). Legal description: the East half of the Northwest quarter, and the Southwest quarter of the Northwest quarter, of Section 10, Township 23 South, Range 26 East, Mount Diablo Base and Meridian, in unincorporated Tulare County, per the Official Plat, with an exception relating to oil and/or natural gas and production reserved by Jim Christiansen in the deed recorded Jan. 29, 1945 in Book 1109, Page 480 of Official Records (full text not legible in the filed copy).
• Included. Approximately 620 acre feet of Recharge Water Credits currently held in the Seller's Saucelito Irrigation District/GSA Water Account; all water rights and all improvements; all agriculture and crops on the Property at the Close of Escrow, which belong to the Buyer unless otherwise agreed (the accompanying provision addressing a harvest scheduled prior to Close of Escrow is not legible); and oil, mineral, and water rights to the extent currently owned by the Seller, which the grant deed is to convey. Unlike Ranches 9, 14, 33, 35, and 36, the 2026 crop is not excluded and there is no Farming Rights Agreement.
• Excluded. Any personal property; Retained Litigation Claims.
• Purchase price. $2,220,000 ($18,500 per acre) per the Amendment of Existing Agreement Terms. The underlying Purchase Agreement reflects an all-cash price of $1,440,000 ($12,000 per acre), comprised of a $144,000 initial deposit (stated as 10.0%) and a $1,296,000 balance of down payment. The deposit and down-payment figures were not conformed to the amended price, so the stated deposit is approximately 6.5% of the final price.
• Due diligence. The Buyer was afforded a 15-day due diligence period from the effective date during which the deposit was refundable; on expiration the Buyer was obligated to waive contingencies and the deposit became nonrefundable. The Buyer Contingency Removal is dated June 18, 2026 — the same date the Purchase Agreement and Addendum were prepared — so the 15-day due diligence period, the executed removal of all contingencies, and the Addendum's statement that there are no contingencies whatsoever are not reconciled on the face of the documents.
• Cost allocation note. The owner's title insurance policy allocation boxes are not clearly legible; the Buyer's lender title insurance policy is allocated to the Buyer (moot, the transaction being all cash); and no party is marked for the Phase I environmental survey and government point-of-sale requirements, inspections, and reports.
• Record note. The Addendum's paragraph numbering skips paragraphs 8 and 11 as filed.
• Dates. Purchase Agreement / Addendum prepared and Buyer Contingency Removal executed June 18, 2026; Sale Order entered Aug. 2, 2026.

C. Ranch 35 — Pandol Revocable Trust dated February 28, 2023

• Buyer. Pandol Revocable Trust dated February 28, 2023, or its assignee (referenced in the transaction documents as the Pandol 2023 Revocable Trust dated February 28, 2023), acting through Louis Pandol as authorized person. Seller counterparty is The Hronis Family Limited Partnership; the Addendum was executed by Allen Soong solely as Co-CRO. Seller's brokerage firm MD Graham & Associates, Inc.; Seller's agent Landon Fernandes, acting solely as Seller's agent (not a dual agent). No buyer's brokerage firm or agent is identified, and the form provision for Seller payment toward Buyer's broker compensation is not selected.
• Property. 20.2-acre Autumn King table grape vineyard at the southeast corner of Pond Road and Famoso Highway, Delano, unincorporated Kern County (APNs 050-270-06, 050-270-14, and 050-270-15). The legal description excepts certain rights conveyed to the County of Kern and reserved petroleum, gas, asphaltum, hydrocarbons, and other minerals underlying Parcel 2.
• Included. All water rights and all improvements, plus all of the Seller's right, title, and interest in the items listed in Section 9(B) of the Purchase Agreement.
• Excluded. The 2026 crop and any personal property; Retained Litigation Claims. The Purchase Agreement's Section 9D default that crops at Close of Escrow belong to the Buyer is expressly overridden.
• Purchase price. The Order does not state a purchase price; consideration appears only in the Sale Transaction Documents. The Vacant Land Purchase Agreement prepared June 18, 2026 reflects an all-cash price of $444,840.00, comprised of a $50,000.00 initial deposit (stated as 11.24%) and a $394,840.00 balance of down payment. The Amendment of Existing Agreement Terms, signed by Louis Pandol for the Buyer, amends the price to $478,280.00 ($22,000/acre).
• Caution — internal inconsistency. The parenthetical does not reconcile with the stated acreage. At 20.2 acres (used throughout the Order and confirmed as the public-record lot size in the Square Footage and Lot Size Advisory), $478,280 equates to approximately $23,677 per acre; $22,000 per acre would imply approximately 21.74 acres. The original $444,840 price does reconcile with 20.2 acres at approximately $22,022 per acre, and the $50,000 deposit's stated 11.24% is calculated against $444,840 (it would be 10.45% of $478,280). The "$22,000/acre" parenthetical appears carried over from the original pricing and should be verified before the amended figure is relied upon.
• Caution — execution status. In the copy reviewed the Amendment bears only the Buyer's signature at Section 2; the Section 3 acceptance block and the "Amendment Not Accepted" block are both blank. Whether the amended price was accepted by the Seller is not shown on the face of the document.
• Farming rights. As a condition to closing, the Buyer and Ag Funding SC III LLC are authorized and directed to enter into the Farming Rights Agreement (Exhibit C) with respect to any crop growing on the Property. The Purchase Agreement (Section 3S, "Other Terms") provides instead that the Seller keeps the 2026 crop and that the Buyer will allow the Seller access following close of escrow through completion of harvest for farming, maintenance, and harvest. The Farming Rights Agreement recites that Ag Funding, not the Seller, owns the Crop and grants the license to Ag Funding; Order paragraph 6 directs the Buyer and Ag Funding to enter it as a closing condition, so it appears to supersede the Section 3S Seller-access arrangement in favor of the Seller's prepetition secured party, which surrendered its liens in exchange.
• Possession. Delivered upon notice of recordation as of the Close of Escrow date, subject to the post-closing farming and harvest access. Closing is evidenced by recordation of the Grant Deed.
• Cost allocation note. The C.A.R. allocation table (Section 3Q) is partially illegible; the payer designations for the natural hazard report, the owner's title insurance policy, and the county and city transfer taxes should be confirmed against a clean copy.
• Dates. Purchase Agreement, Addendum, and Buyer Contingency Removal dated June 18, 2026; Sale Order entered Aug. 2, 2026.

D. Ranch 36 — Malley Investment Properties, LP

• Buyer. Malley Investment Properties, LP, a California limited partnership, signing through Scott Malley; notices to 4038 S. Demaree Street, Visalia. The Vacant Land Purchase Agreement identifies Hronis Land Co. — itself one of the Debtors — as Seller. MD Graham & Associates, Inc. is identified as the brokerage firm for both Seller and Buyer, with Landon Fernandes as the agent on each side; on the agency confirmation each side's box is checked as representing that side only rather than as dual agent.
• Property. Ranch 36 — Table Grape Vineyard and Citrus Orchard, 177.05 acres in unincorporated Kern County (APNs 060-160-15-01 and 060-160-68-00), address given as 177.05 Acres, Delano, CA 93215. Parcel 1 is the east half of fractional Section 4, Township 26 South, Range 26 East, Mount Diablo Base and Meridian, lying west of the former Stockton and Tulare Railroad strip; Parcel 2 consists of portions of that 100-foot-wide railroad strip in the east half of Section 4 and the northwest quarter of the northwest quarter of Section 3.
• Mineral reservations. The legal description excepts substantially all subsurface rights: an undivided one-half of all gas, oil, and other hydrocarbon substances reserved by Emily S. Mansfield (deed recorded Aug. 31, 1944); an undivided one-fourth interest in all oil, gas, hydrocarbons, and all other minerals reserved by A. Perelli-Minetti & Sons (Feb. 7, 1950); an undivided one-half interest in the remaining oil, gas, and other hydrocarbon interest reserved by A. Shrier & Sons Company, et al. (March 24, 1961); all remaining interest in all oil, gas, minerals, and hydrocarbon substances reserved by S.A. Camp Ginning Company (July 7, 1972); and, as to Parcel 2, all minerals and mineral rights reserved by Union Pacific Railroad Company (quitclaim deed recorded June 26, 2001).
• Included. All water rights and all improvements. Excluded: the 2026 crops and any personal property. Addendum No. 1 separately requires that the Property be delivered free and clear of any liens, claims, or encumbrances.
• Purchase price. $4,250,000, all cash at close of escrow, with no loan needed and no financing contingency: initial deposit $425,000 (form notes the stated 10.00% is for calculation purposes only) and balance of down payment $3,825,000. The Buyer's stated intended use is investment. No Amendment of Existing Agreement Terms appears in this transaction; the price as offered is the operative price.
• Seller-farming arrangement (Addendum No. 1). The Buyer will not reimburse cultural costs for the 2026 crop; the Seller retains access and the right to continue farming the vineyards and orchard until harvest is complete and keeps the 2026 crop. The Seller will continue farming the Barnfield Navel Block (Blk 3619), the Great Green Table Grape Block (Blk 3612), and the Princess Table Grape Block (Blk 3605) from close of escrow until the 2026 harvest is complete; upon completion of harvest in each individual citrus and table grape block, the Buyer takes over farming and maintenance of that block, with both parties' operational staff working congruently until all 2026 harvest operations are complete and the Buyer takes complete control. As additional consideration, while the Seller continues farming, the Buyer will cover utility costs for the irrigation well and irrigation system and the surface water costs and assessments billed by the Southern San Joaquin Municipal Utility District, without prorations or reimbursements.
• Conflict with the Farming Rights Agreement. The two documents assign the 2026 crop and farming rights differently and should be read together: Addendum No. 1 provides that the Seller continues farming and keeps the 2026 crop, while the Farming Rights Agreement annexed as Exhibit C recites that, pursuant to the Transaction, Ag Funding SC III LLC is the owner of the Crop and grants Ag Funding the rights to farm and harvest it. Under the Order, in the event of conflict the Order governs over the Sale Transaction Documents.
• Dates. Vacant Land Purchase Agreement and addenda prepared/dated May 21, 2026; Buyer execution May 22, 2026; Sale Order entered Aug. 2, 2026. Note the source discrepancy: the Order defines the APA as dated June 30, 2026 "substantially in the form submitted herewith as Exhibit B," while Exhibit B is the C.A.R. form prepared May 21, 2026 and executed by the Buyer May 22, 2026.

E. Ranch 14 — Kovacevich 5 Farms

• Buyer. Kovacevich 5 Farms, a partnership, as Successful Bidder; notices under the Farming Rights Agreement to Kovacevich "5" Farms, PO Box 2018, Delano, California. Brokers: MD Graham & Associates, Inc. acted as both Seller's Brokerage Firm (Landon Fernandes, agent) and Buyer's Brokerage Firm (Collin Kapigian, agent); the agency confirmation at paragraph 2B names the firm on both sides but checks the single-agency boxes rather than the dual agent boxes. The C.A.R. forms are signed for the Seller by The Hronis Family Limited Partnership and the Addendum by "Hronis, Inc. et al.," in each case by Allen Soong solely as Co-CRO.
• Property. Approximately 104.47 acres of table grapes and open ground on Road 152 near Earlimart, unincorporated Tulare County (APNs 318-340-001 and 318-340-004).
  • Parcel 1 (APN 318-340-001-000): the West half of the Northwest quarter of Section 36, Township 23 South, Range 25 East, Mount Diablo Base and Meridian, excepting (i) the South 30 feet conveyed to the County of Tulare by deed recorded Sept. 13, 1954, (ii) the North 40 feet conveyed to the County of Tulare by deed recorded Oct. 25, 1961, and (iii) an undivided one-half interest in all oil, gas, and minerals, with rights of entry, reserved by Bank of America National Trust and Savings Association by deed recorded Dec. 7, 1934.
  • Parcel 2 (APN 318-340-004-000): the West 30 acres of the Northeast quarter of the Northwest quarter of the same Section 36, excepting (i) the North 40 feet conveyed to the County of Tulare by deeds recorded July 19, 1961 and July 27, 1961, and (ii) all gas, oil, and other hydrocarbon substances and minerals, with a reasonable right of ingress and egress, as excepted in the Executor's Deed of Burnell G. Forgey, executor of the will of Genevieve Forgey Robinson, deceased, recorded May 4, 1964.
  • Exhibit A to the Sale Order is largely illegible in the filed copy; the identical description annexed as Exhibit A to the Farming Rights Agreement is legible and is the basis for the above.
• Included. All existing fixtures and fittings attached to the Property, all improvements, and all water rights; the deed is to convey oil, mineral, and water rights to the extent currently owned by the Seller, subject to the mineral reservations above.
• Excluded. The 2026 crop and any personal property; Retained Litigation Claims. The Purchase Agreement provides that the Seller retains the right to harvest crops at normally scheduled harvest time prior to Close of Escrow, with the Buyer taking over farming upon completion of harvest — to be read together with the Farming Rights Agreement, under which Ag Funding SC III LLC, not the Seller and not the Buyer, is the crop owner and holds the post-closing farming and harvest rights.
• Purchase price. The operative price is $2,089,400 ($20,000 per acre). The Purchase Agreement as originally offered on June 18, 2026 stated $1,671,520 ($16,000 per acre), comprised of a $167,152 initial deposit (10.00% of the original price; 8% of the amended price) and a $1,504,368 balance of down payment. The Amendment of Existing Agreement Terms, which by its terms amends a Purchase Agreement "already mutually executed by the Parties," raised the price to $2,089,400 and was signed by the Buyer and accepted by The Hronis Family Limited Partnership; its date fields are blank or illegible.
• Dates. Offer prepared and Addendum dated June 18, 2026; Buyer's offer signed June 18, 2026; expiration of offer June 25, 2026 (three calendar days after all Buyer signatures); Seller's acceptance signed June 30, 2026 — after the stated expiration; Sale Order entered Aug. 2, 2026.
• Record note. Illegible portions of the filed copy include Exhibit A to the Sale Order, the allocation-of-costs and possession entries, the escrow wire instructions, the Addendum's list of additional property being conveyed, the Addendum's venue clause, the Amendment's date fields, and the liquidated damages and arbitration initial lines.

F. Ranch 9 — Southern San Joaquin Municipal Utility District

• Buyer. Southern San Joaquin Municipal Utility District, in its capacity as the Successful Bidder, signing by Roland Gross (11281 Garzoli Avenue, Delano, California 93215; roland@ssjmud.org; 661-619-0610).
• Seller identification. The Order defines the sale as one of "certain of the Debtors' assets" without resolving which Debtor entity holds title. The selling entity is identified inconsistently across the Sale Transaction Documents: the VLPA signature block and ancillary advisories identify Hronis Capital Assets LP; the Addendum identifies Hronis Ranch LLC and Hronis Family LTD Partnership and is executed for "Hronis, Inc. et al." by Allen Soong solely as Co-CRO; and the Amendment of Existing Agreement Terms identifies Hronis Ranch, LLC.
• Brokers and escrow. Seller's Brokerage Firm: GBB Advisors (License No. 01998518); Seller's Agent: Brad Bickers (License No. 01997751). Buyer's Brokerage Firm: Schull Ag Real Estate, Inc. (License No. 00845607); Buyer's Agent: Casey Bloomquist (License No. 02229386). Escrow Holder: Chicago Title, Fresno (Attn: Sue Meyers).
• Property. 76.36 acres of vacant land in the unincorporated area of Kern County (APN 049-150-03), described as the east half of the southeast quarter of Section 7, Township 25 South, Range 26 East, Mount Diablo Meridian.
• Mineral reservation. All oil, gas, minerals, and hydrocarbon substances of any and every kind within or underlying the land are excepted from the conveyance, as previously reserved of record by Bank of America NT&SA, as trustee under the testamentary trust established in the will of Martin J. Gutunich, deceased (1/8th interest), Martina M. Gutunich (3/16ths interest), and Marty Josephine Dispoto (1/2 interest), by deed recorded Sept. 21, 1982 in Book 5490, Page 1676 of Official Records, Document No. 030536.
• Scope tension — Ranches 1 & 2. Under Section 7 of the Addendum, all of the Seller's right, title, and interest in Ranches 1 & 2 (Kern APNs 050-130-44 and 050-130-006) are included with the Property being sold, in addition to the items listed in Section 9(B) of the Purchase Agreement. The Order's definition of "Acquired Assets" and the legal description at Exhibit A are limited to Ranch 9 (APN 049-150-03) and do not reference Ranches 1 & 2, so the documents are not aligned on the full scope of what is conveyed — and the Order's free-and-clear vesting does not on its face reach Ranches 1 & 2.
• Crops. Unless otherwise agreed, all agriculture and crops on the Property at the Close of Escrow are included. Although the Order and the VLPA describe Ranch 9 as vacant land, the Farming Rights Agreement confirms that a crop (including table grapes) is growing on the parcel and that on-site wells, irrigation infrastructure, pumps, pipelines, and permanent crop infrastructure are present.
• Purchase price. The Order defines the Sale Transaction Documents to include the VLPA "as amended." Per the Amendment of Existing Agreement Terms, the price is $1,794,460.00 ($23,500 per acre) — the operative figure. The unamended VLPA reflects $1,603,560.00 (approximately $21,000 per acre), all cash, with a balance of down payment of $1,603,560.00. The signature and date lines on the Amendment are not completed in the filed copy.
• Cross-contingency. The purchase is contingent upon the Buyer completing the purchase of Ranch 33 (APNs 050-130-12-01-7; 050-130-13-00-1; 050-130-14, 15, 16).
• Assumption and assignment. Although the Order's caption approves the assumption and assignment of executory contracts and unexpired leases, the decretal provisions contain no operative assumption or assignment paragraph, identify no Assumed Contracts, and fix no Cure Costs; the only contract-specific decretal treatment is the Bloom Fresh carve-out.
• Cost allocation. Subject to Court approval, the Seller pays the Buyer's Broker a 1.5% buy-side commission out of transaction proceeds based on the final purchase price. The owner's title insurance policy is recorded as split 50/50 between Buyer and Seller, with each to pay its own fees; unless otherwise agreed the Buyer purchases any policy insuring the Buyer's lender. The grid additionally addresses escrow fees, county and city transfer taxes and fees, and natural hazard zone disclosure report costs, several of which are not clearly legible in the filed copy.
• Dates. Offer prepared April 17, 2026; VLPA and Addendum dated June 12, 2026; Farming Rights Agreement effective Aug. 4, 2026; Sale Order entered/filed Aug. 6, 2026 [Docket No. 535]; closing on a mutually agreed date on or before the 15th day after entry.

G. Ranch 33 — Southern San Joaquin Municipal Utility District

• Buyer. Southern San Joaquin Municipal Utility District, in its capacity as the Successful Bidder, signing by Roland Gross.
• Seller. Hronis Ranch, LLC. The Purchase Agreement, Amendment, and advisories name Hronis Ranch, LLC; the Addendum signature block is executed for "Hronis, Inc. et al." by Allen Soong as Co-CRO; and the Order approves entry into the Sale Transaction Documents by the Debtors collectively.
• Brokers and escrow. Same as Ranch 9 — GBB Advisors (01998518) with Brad Bickers (01997751) for the Seller; Schull Ag Real Estate, Inc. (00845607) with Casey Bloomquist (02229386) for the Buyer; Chicago Title, Fresno (Attn: Sue Meyers) as Escrow Holder.
• Property. 157.05 acres of vacant land across five parcels in unincorporated Kern County (mailing address Delano, CA 93215), APNs 050-130-12, 050-130-13, 050-130-14, 050-130-15, and 050-130-16, legally described in Section 20, Township 25 South, Range 26 East, Mount Diablo Base and Meridian, per Exhibit A to the Order.
• Mineral and road reservations. The legal description excepts and reserves significant subsurface interests that are not conveyed: an undivided one-third interest and an undivided one-sixth interest in all oil, mineral, gas, and other hydrocarbon substances below a depth of 500 feet on Parcel 1 (each without right of surface entry); an undivided one-half interest on Parcels 3, 4, and 5; an undivided one-fourth interest on Parcel 5; and all remaining oil, gas, hydrocarbon, and other minerals on all five parcels reserved by Francis Christian Tudor (deed recorded Jan. 2, 2008, Document No. 0208000071), together with the right to enter upon the land for those purposes with due regard to the grantee's use. Parcel 5 further excepts the East 25 feet reserved for road purposes.
• Crops. Under the Purchase Agreement, unless otherwise agreed, all agriculture and crops on the Property at the Close of Escrow are included. This must be read together with the Farming Rights Agreement, in which the Buyer, as Licensor, acknowledges that Ag Funding SC III LLC owns the table grape Crop as of the sale and retains the right to farm, harvest, and remove it; the Sale Order governs over the Sale Transaction Documents in the event of a conflict.
• Purchase price. The June 12, 2026 Vacant Land Purchase Agreement specified an all-cash price of $3,141,000 with no financing contingency. Pursuant to the Amendment of Existing Agreement Terms (C.A.R. Form AEA, undated in the filed copy), the price is $3,690,675 ($23,500 per acre across 157.05 acres).
• Cross-contingency. The purchase is contingent upon the Buyer completing the purchase of Ranch 9 (APN 049-150-03-00-8). The Sale Order does not separately address the contingency, and the Addendum's "no contingencies whatsoever" clause is not reconciled with the later Amendment on the face of the documents.
• Assumption and assignment. The Order approves assumption and assignment as requested in the Sale Motion, but no schedule of Assumed Contracts specific to Ranch 33 is identified in the Order or its exhibits; the assumption and cure provisions apply only if and to the extent contracts and leases are included in the Property conveyed at Closing.
• Possession and prorations. Possession is delivered as a vacant lot on the Close of Escrow date, subject to the Farming Rights Agreement in favor of Ag Funding SC III LLC. Real property taxes and assessments, interest, rents, and payments on assumed bonds and Mello-Roos and other special assessment district bonds are paid current and prorated as of Close of Escrow on a 30-day month.
• Cost allocation. Owner's title insurance policy, escrow fees, and county transfer tax and fees are allocated to the Seller; the Buyer's lender title insurance policy to the Buyer; and the Seller pays the Buyer's Broker 1.500% of the final purchase price out of transaction proceeds. Caveat: the Additional Terms column carries handwritten notations "50/50" and "Each to pay their own fees" adjacent to the escrow-fee and owner's-title-policy rows, and the filed copy is not legible enough to determine which notation attaches to which row.
• Signatories and entry. Roland Gross for the Buyer; Allen Soong, solely as Co-CRO, for the Seller. The Order was submitted as agreed and approved as to form by Zev Shechtman of Saul Ewing LLP and entered at Docket No. 536 (Hon. René Lastreto II), effective and enforceable immediately upon entry.
• Dates. VLPA and Addendum dated June 12, 2026; Farming Rights Agreement effective Aug. 4, 2026; Sale Order entered Aug. 6, 2026 [Docket No. 536]; closing on or about Aug. 21, 2026 (no later than 15 days after entry).

H. Farming Rights Agreements (Ranches 9, 14, 33, 35, and 36)

• Structure. As a condition to closing in each of these five transactions, the Buyer (as Licensor) and Ag Funding SC III LLC (as Licensee) are authorized and directed to enter into a Farming Rights Agreement, annexed to each Order as Exhibit C and dated as of Aug. 4, 2026. Prior to consummation of the Transaction, the Licensee held liens and/or security interests in the Licensed Premises and, as a material inducement to and in consideration of the Licensor's entry into the agreement, consented to conveyance free and clear of, and to release and discharge of, those liens, with such consent expressly conditioned on the Licensor's entry. Pursuant to the Transaction, the Licensee is the owner of the agricultural products planted, cultivated, and maintained on the Licensed Premises, including table grapes (the "Crop").
• Grant of rights. The Licensee and its Authorized Personnel — the Licensee's employees, contractors, agents, and operators of farm equipment — may enter upon, cultivate, irrigate, maintain, spray, fertilize, and harvest the Crop, perform all farming operations reasonably necessary to bring the Crop to harvest (including soil preparation, pest management, and crop monitoring), and exercise full rights of ingress and egress, including the right to bring vehicles, farm equipment, machinery, and personnel onto the premises, taking reasonable care not to damage access points, roads, or stormwater drainage facilities.
• Licensor covenants. No interference with, obstruction of, or damage to farming or harvest operations, and no grant to any third party of the right to interfere; no alteration, damage, disturbance, contamination, or other adverse effect on the condition, growth, or quality of the Crop; no competing crop and no actions diminishing the Crop's value or yield, including herbicide application, alteration of drainage patterns, or modification of irrigation infrastructure; and no disconnection, impairment, relocation, modification, or other interference with water supply, irrigation infrastructure, wells, pumps, or utility connections. Livestock is prohibited on the area containing the Crop, with the Licensor to take measures reasonably necessary to prevent entry (Ranch 36 states the prohibition as binding both Parties; Ranches 9, 14, 33, and 35 frame it as a Licensor covenant, with Ranches 9, 33, and 35 adding maintenance of adequate fencing).
• Infrastructure and utilities. The Licensee may continue to use on-site wells, water sources, irrigation infrastructure, pumps, pipelines, ditches, sprinkler systems, drip lines, power sources, and related utilities. Allocation differs: under Ranches 9, 14, 33, and 35, the Licensee is responsible for utility costs directly attributable to its farming operations, with the parties to cooperate in good faith on allocation where metering does not separately measure farming usage (Ranch 35 adding reimbursement to the Licensor within 15 days of written demand if the Licensor pays such costs); under Ranch 36, from and after close of escrow the Licensor is responsible for all utility costs attributable to the Licensed Premises, including those directly attributable to the Licensee's farming operations during the Term.
• Rent. Farming rights and possession are granted rent-free, with no additional rent, license fee, royalty, or other compensation due; consideration is fully included within that exchanged under the transfer of the Licensed Premises.
• Regulatory compliance. The Licensee must comply with all applicable federal, state, and local laws governing agricultural operations, including California Department of Pesticide Regulation requirements (restricted materials permits and pesticide use reporting), State Water Resources Control Board and applicable regional water quality control board regulations (including irrigated lands regulatory program requirements), county agricultural commissioner requirements, and the California Food and Agricultural Code; must maintain all required permits, licenses, and certifications and timely file all required reports; and must give the Licensor not less than 48 hours' advance notice before applying any restricted-use pesticide. The Ranch 9 and Ranch 33 agreements add the Rules and Regulations of the Southern San Joaquin Municipal Utility District — the Licensor in those transactions — to the list of applicable requirements.
• Insurance (Ranch 36 only). At its sole cost, the Licensee will procure and maintain throughout the Term workers' compensation insurance in the amounts required by law and commercial general liability insurance with limits of not less than $2 million per occurrence, naming the Licensor as an additional insured, with certificates provided on request. The Ranch 9, 14, 33, and 35 agreements as produced contain no comparable insurance covenant.
• Risk of loss, release, and indemnity. From the Effective Date until completion of harvest and removal of the Crop, all risk of loss or damage to the Crop — including from weather, fire, flood, drought, frost, pest, disease, or other casualty — is borne solely by the Licensee, except to the extent proximately caused by the negligence or intentional misconduct of the Licensor or its agents, employees, or contractors, and the Licensor has no responsibility for the condition of the Crop over that period. Each Party assumes its own risk; all entries are at the Licensee's sole risk and expense, and the Licensee releases and discharges the Licensor from claims arising out of its farming activities or presence, excepting Crop losses or damages arising from the Licensor's negligence or intentional misconduct. The Licensee indemnifies, defends, and holds harmless the Licensor and its successors, assigns, officers, directors, members, managers, employees, and agents from claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of its farming activities, the acts or omissions of its Authorized Personnel, or any breach — excluding claims arising from the Licensor's negligence or willful misconduct, consistent with California Civil Code section 2782. The indemnity survives expiration or termination; under Ranch 35 the Licensor may participate in the defense without relieving the Licensee of its obligations.
• Character of rights. The occupancy and possession rights constitute a limited contractual license and farming right only and do not create a lease, tenancy, or landlord-tenant relationship (nor, under Ranch 35, a partnership, joint venture, or third-party beneficiary rights). The Licensee's occupancy is not subject to the unlawful detainer remedies of California Code of Civil Procedure sections 1159 et seq. or 1161; its rights are contractual and enforceable solely through an action for breach of contract or specific performance in the Bankruptcy Court.
• Term and post-termination obligations — the principal variance:
  • Ranch 36: terminates automatically as to each Crop on the earlier of completion of harvesting and removal or Oct. 15, 2026; removal and restoration within 15 days after expiration or termination.
  • Ranches 9, 14, 33, and 35: terminate automatically on the earlier of completion of harvesting and removal, the Licensee's determination that it has abandoned or elected not to complete harvesting, or Dec. 31, 2026; removal and restoration within 30 days.
  • In each case the Licensee must notify the Licensor upon completing all harvesting operations or upon electing to abandon, must remove all equipment, machinery, personal property, and Crop-related materials and leave the premises in reasonable condition free of trash, debris, and hazardous materials attributable to its operations, and thereafter has no further obligation to tend permanent crop infrastructure, vines, trees, or crop-producing plants, groves, or orchards.
• Governing law and successors. California law, except where federal law applies, with any action brought exclusively before the Bankruptcy Court and a jury-trial waiver. The agreement binds and benefits the Parties and their heirs, executors, administrators, legal representatives, successors, and assigns; the Licensor may not convey the Licensed Premises during the Term without requiring the transferee to assume the Licensor's obligations, and under Ranch 35 the Licensee may not assign or transfer without the Licensor's prior written consent, exercised in its reasonable discretion. Under Ranch 14, the Parties acknowledge the agreement is subject to applicable provisions of the California Food and Agricultural Code relating to crop ownership, agricultural operations, and agricultural access rights. Under Ranch 35, each party bears its own attorneys' fees incurred on or before the Effective Date, with fee-shifting to the prevailing party in any post-Effective Date enforcement action or arbitration.
• Notice parties. For the Licensee: Ag Funding SC III LLC c/o Conterra Ag Capital, 5465 Mills Civic Parkway, Suite 201, West Des Moines, IA 50266 (Attn: Mark Smith), with a copy to Magnetar Capital, 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201 (Attn: Mike Butler). For the Licensor in Ranches 9 and 33: 11281 Garzoli Avenue, Delano, CA 93215.
• Execution status. The copies annexed as Exhibit C are unexecuted, with both signature blocks blank (including in Ranches 9 and 33, where both Name/Title lines on the signature page are blank); the Ranch 35 Licensor definition line does not name a trustee, and the Ranch 35 Exhibit C cover page is captioned "Farming Asset Agreement" while paragraph 6 of the Order and the instrument itself read "Farming Rights Agreement."