Hronis, Inc., a California Corporation - Chapter 11 Plan Terms

Plan Terms

Overview

• Hronis, Inc. and its nine affiliated debtors (collectively, the “Debtors”), a vertically integrated San Joaquin Valley table grape and citrus enterprise headquartered in Delano, California, propose the Debtors’ First Amended Combined Chapter 11 Plan of Liquidation and Disclosure Statement (the “Plan”), dated July 10, 2026 and filed August 24, 2026, pursuant to sections 1125 and 1129 of the Bankruptcy Code. The Debtors are the proponents of the Plan.
  • The Debtors commenced the jointly administered chapter 11 cases, styled In re Hronis Inc., et al., lead Case No. 26-bk-10978, in the U.S. Bankruptcy Court for the Eastern District of California on March 6, 2026 (the “Petition Date”).
  • The Plan is the culmination of a sale and liquidation process pursuant to which the Debtors have sold substantially all of their assets.
• The Plan constitutes a liquidating chapter 11 plan providing for the limited consolidation of the Debtors for Plan purposes only and the Distribution of assets, already liquidated or to be liquidated in the future, to Holders of Allowed Claims.
  • Except as otherwise ordered by the Bankruptcy Court, Distributions will occur on the Effective Date or as soon thereafter as is practicable and at various intervals thereafter.
• The Plan incorporates, as modified therein, the Bankruptcy Court-approved Stipulation resolving the Official Committee of Unsecured Creditors’ (the “Committee”) Challenge to the liens and claims of prepetition lender and DIP lender Conterra Agricultural Capital, LLC (“Conterra”), as well as any other Challenge (as defined in the Final DIP Order) that could have been brought by the Committee under the Final DIP Order.
  • The Stipulation, filed June 11, 2026 and approved June 25, 2026, is attached to the Plan as Exhibit F. Section 1 of the Stipulation, which sets out the assets comprising the GUC Carveout, is incorporated into the Plan in its entirety and its terms control over any inconsistent language in the Plan; separately, the Plan’s inconsistency provision states that the Stipulation governs over the Plan.
• Subject to the restrictions of section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtors expressly reserve the right to alter, amend or modify the Plan, including the Plan Supplement, one or more times before substantial consummation.

Prepetition Capital Structure

• Land Loan: On or about Dec. 29, 2023, five Debtors and two non-debtors (Peter John Hronis and Kosta James Hronis) entered into a Term Loan Agreement with AgAmerica Lending LLC providing two loans in the aggregate principal amount of $70 million, evidenced by promissory notes of $50 million and $20 million, each bearing 11% annual cash interest paid quarterly and secured by senior deeds of trust on the Debtors’ real property in Kern and Tulare Counties. Hronis, Inc., Hronis Farming, LP, Hronis Capital Management, LLC and Hronis Racing LLC guaranteed the facility.
  • AgAmerica assigned its rights to Ag REIT Two, LLC, and on or about Feb. 6, 2026 Conterra acquired the Land Loan and became successor in interest. As of the Petition Date, approximately $71.95 million was outstanding, consisting of roughly $70 million in principal and $1.95 million of interest.
• Operating Loan: Each of the Debtors entered into a Loan and Security Agreement with Conterra dated Oct. 29, 2024 providing a revolving line of credit with a maximum draw of $55 million, evidenced by a promissory note of the same amount and guaranteed by Peter and Kosta Hronis. Eight Debtors granted a security interest in all personal property, and five Debtors executed deeds of trust covering Kern County and Tulare County real property, junior to the AgAmerica deeds of trust pursuant to an intercreditor agreement.
  • By letter agreements dated April 9, 2025 and June 27, 2025, the maximum line of credit was increased to $85.85 million.
• DLP Funding MCA: Four Debtors and seven non-debtor entities entered into a Merchant and Security Agreement with DLP Funding LLC dated Nov. 14, 2025, purporting to sell, assign and transfer certain future receipts and also granting a security interest in all accounts, inventory, equipment and general intangibles. DLP Funding filed a UCC-1 financing statement with the California Secretary of State on Nov. 25, 2025 covering certain future receipts.
  • Following an asserted default, DLP Funding sued in New York state court on Dec. 8, 2025 demanding $3,948,760.77 plus interest, costs and fees; the Merchants entered into a stipulation of settlement requiring payment of $3,325,000, absent which DLP Funding would be entitled to judgment of $4,935,950.96 plus interest and costs; based on its assertion that it did not receive the settlement amount, DLP Funding submitted the stipulation to the state court, which entered judgment against the Merchants on Jan. 6, 2026 in the amount of $5,145,160.16.
  • The Debtors moved against DLP Funding for an alleged violation of the automatic stay. The Court denied that motion but, on the agreement of DLP Funding and Conterra, ordered the establishment of an account of up to $3,644,482.52 in disputed accounts receivable to be held in trust by the Debtors [D.I. 287] — the segregated Axos Bank trust account defined in the Plan as the “DLP Disputed Fund Account” — subject to further order of the Court and to resolution of the adversary proceeding filed by DLP Funding on April 21, 2026 (the “DLP Adversary”), in which DLP Funding seeks a declaratory judgment that it purchased certain receivables prepetition so that they are not property of the estates. The Debtors counterclaimed that the MCA was disguised secured financing rather than a true sale, that DLP Funding released its liens under the stipulation, that its MCA rights merged into the judgment, and that any interest is junior to Conterra’s.
• Sun Pacific Loan: On or about Dec. 17, 2025, Sun Pacific Farming Cooperative, Inc. and Evans AG GP, Inc. loaned $10,045,000 to the Debtors and certain non-debtors (Hronis Racing, LLC, Kosta James Hronis and Peter John Hronis), used to pay off five merchant cash advance loans, not including DLP Funding, that various Debtors had taken out during 2025, evidenced by an Amended and Restated Secured Promissory Note due Sept. 1, 2026 and perfected by a UCC-1 filed Jan. 5, 2026 covering substantially all personal property. Approximately $10.2 million including interest was due as of the Petition Date.
• Peter Hronis Loan: On Sept. 26, 2025, the Debtors executed a Secured Line of Credit Promissory Note promising to pay Peter Hronis a principal sum not to exceed $8 million as advanced; $2,960,000 was transferred through the Petition Date, with a UCC-1 filed Oct. 29, 2025 covering all assets. The Debtors dispute the enforceability of this loan, which is subject to potential objection and/or equitable subordination.
• Unsecured and PACA debt: Per the Debtors’ books and records, aggregate unsecured claims totaled approximately $30 million as of the Petition Date, including roughly $1 million in inter-Debtor payables. Proofs of claim totaling approximately $20 million have been filed, almost all against Hronis, Inc. or Hronis Farming, LP. The Debtors have acknowledged valid PACA Claims of $117,840.

Schedules, Claims and Bar Dates

• The Notice of Chapter 11 Bankruptcy Case, filed March 23, 2026 [D.I. 116] and served on all known creditors and parties in interest [D.I. 127], established a General Bar Date of July 14, 2026 and a Governmental Bar Date of September 2, 2026. The Debtors filed their Schedules of assets and liabilities and statements of financial affairs on April 3, 2026 [D.I. 173–174], which are available on the Balloting Agent’s website.
• On the Debtors’ motion filed March 30, 2026 [D.I. 140], the Court entered an order on April 15, 2026 [D.I. 225] approving exclusive procedures for asserting PACA Claims, including the form of PACA proof of claim, and setting a PACA bar date of May 14, 2026 at 5:00 p.m. (PT). The Debtors filed a report on June 15, 2026 [D.I. 401] acknowledging certain PACA Claims as valid in whole or in part and disputing others.
• More than 100 proofs of claim have been filed and are recorded on the official claims register maintained by the Balloting Agent. Certain claims may be subject to objection, including claims inconsistent with the Debtors’ books and records or unsupported by accompanying documentation; both substantive and non-substantive objections may be asserted.

DIP Financing

• In and around December 2025 and January 2026, the Debtors and Conterra began negotiating a possible consensual bankruptcy filing supported by debtor-in-possession financing from Conterra (the “DIP Facility”).
  • With Paladin Management Group’s assistance, the Debtors solicited DIP proposals from several financial institutions, evaluating economic terms, impact on the business, restrictions on use of proceeds, and the collateral and security packages requested.
  • The Debtors also considered a priming loan under section 364(d) but, given their financial condition, capital structure, and the significant risks of an almost certain dispute with Conterra over any priming facility, concluded that financing from Conterra was in the best interests of the Estates. As prepetition secured lender, Conterra’s familiarity with the Debtors enabled it to act more quickly and limit diligence risk, both crucial given the Debtors’ critical need for liquidity.
• The Court granted interim approval of the DIP Financing Agreement on March 12, 2026 [D.I. 79], permitting access consistent with the approved DIP Budget and allowing the Debtors to operate uninterrupted since the Petition Date, and entered the Final DIP Order on April 24, 2026 [D.I. 258].
  • The Final DIP Order included revisions responsive to the Committee’s requests that the Debtors and Conterra accepted, including a $100,000 increase in the amount budgeted for the Committee’s professionals, a $25,000 increase to the Committee’s budget for investigating potential claims against Conterra, and a reservation as to the Court’s determination of whether Conterra should be granted liens on chapter 5 claims until the sale hearing.
  • The Interim and Final DIP Orders set Milestones the Debtors were required to meet to maintain access to the DIP Facility, including Milestones relating to the sale of substantially all assets through an auction and requiring Conterra’s designation as stalking horse bidder, while contemplating designation of an alternative stalking horse bidder in the event of an acceptable higher and better bid.
  • The DIP Motion was subsequently amended by the Motion to Amend Final DIP Order [D.I. 402], and the Professional Fee Claims Reserve may be funded from amounts made available under the Final DIP Order or any order amending it.
• Conterra funded the DIP Facility in the approximate amount of $30 million as of July 10, 2026. As of that date, Conterra’s aggregate secured claim on account of the DIP Facility, Operating Loan and Land Loan (the “Prepetition Lender Secured Claim”) was approximately $176 million.
• On the Effective Date, the DIP Financing Agreement is deemed terminated.

Sale Process and the Committee Challenge

• On the Debtors’ motion filed March 20, 2026 [D.I. 114], the Bankruptcy Court entered the Bidding Procedures Order on April 24, 2026 [D.I. 253], which, among other things, approved bidding procedures for the sale of all or substantially all of the Debtors’ assets, authorized but did not direct the Debtors to designate Conterra or a Conterra-formed entity as stalking horse bidder, approved the Debtors’ entry into an asset purchase agreement (the “APA”) subject to further order, scheduled an auction and sale hearing, and established assumption and assignment procedures. The original Notice of Auction and Sale Hearing was filed and served April 28, 2026.
  • Under the Bidding Procedures, the sale timeline would be automatically extended if the Committee filed or asserted a challenge (a “Challenge”) to Conterra’s ability to credit bid all or any portion of its asserted secured debt, with the Challenge Deadline set at 11:59 p.m. (PT) on May 18, 2026.
  • The Debtors filed the Sale Motion on May 5, 2026 [D.I. 278], seeking approval of the Sales free and clear of liens, claims, interests and encumbrances and the assumption and assignment of executory contracts and unexpired leases.
• On May 18, 2026 — the Challenge Deadline — the Committee moved for standing to assert a Challenge to Conterra’s credit bidding rights and commenced an adversary proceeding against Conterra, Adv. Pro. No. 26-01028 (the “Adversary Proceeding”), seeking, among other things:
  • Equitable subordination of Conterra’s secured claims to general unsecured claims and transfer of the securing liens to the Estates;
  • A declaratory judgment that the personal property of Hronis Ranch, LLC and Hronis Resource Management, LLC is not subject to enforceable Conterra security interests or, alternatively, that such interests are avoidable;
  • Avoidance of preferential transfers with respect to Hronis Fruit Company, LLC and Hronis Resource Management, LLC;
  • Declaratory judgments that Conterra is not entitled to credit bid for cause, that the Debtors’ commercial tort claims are not subject to Conterra’s liens, and that Conterra’s security interests do not extend to proceeds, profits, offspring or products based on the equities of the case; and
  • An order disallowing Conterra’s claims.
• The Committee also objected to the Sale Motion [D.I. 322] on the grounds that Conterra lacked an allowed claim and held liens subject to bona fide dispute, rendering its credit bid improper under section 363(k); that the Debtors failed to demonstrate the sale satisfied the standards for a chapter 11 sale of substantially all assets outside a plan; that the transaction would effectively operate as a de facto foreclosure for Conterra’s benefit while leaving unsecured creditors without meaningful recovery and potentially rendering the estates administratively insolvent; and that sale proceeds should not be distributed to Conterra pending resolution of disputes regarding its claims and liens.
• Due to the Challenge, the Bidding Procedures Order deadlines were extended pursuant to paragraph 26 thereof, and on May 22, 2026 the Debtors filed an amended notice of auction and sale hearing establishing revised dates:
  • Auction rescheduled from May 27, 2026 to June 24, 2026 at 10:00 a.m. (PT);
  • Bid Deadline extended from May 22, 2026 to June 18, 2026 at 5:00 p.m. (PT);
  • Sale Hearing continued from June 2, 2026 to June 30, 2026 at 9:30 a.m. (PT);
  • Cure objections due June 22, 2026 at 4:00 p.m. (PT), replies in support of the Sale due June 23, 2026, and objections relating solely to the conduct of the Auction, Conterra’s identity as Successful Bidder, or adequate assurance by any Successful Bidder other than the Stalking Horse Bidder due June 29, 2026 at 12:00 p.m. (PT).
• On May 28, 2026, Conterra moved to bifurcate and partially advance the Sale Hearing with respect to its credit bidding rights and the Committee’s Challenges thereto.
• The Auction was conducted and concluded on June 24, 2026, with Conterra designated as the Successful Bidder for the majority of the Debtors’ assets and each of SSJMD, Mark Kovacevich, Louis Pandol, SE Land Company, and Malley designated as a Successful Bidder for certain other assets; the results were reported in the Notice of Successful Bidders and Backup Bidders and Auction Report [D.I. 448]. The Bankruptcy Court conducted the Sale Hearing on June 30, 2026 and entered an order approving the sale to the Successful Bidders.
  • Pursuant to the APA, Conterra or its designee will take assignment of certain assets, including the Conterra Acquired Real Estate, and assume certain liabilities of the Debtors.

Settlement Terms — the Stipulation

• On June 11, 2026, after reaching agreement with Conterra and the Committee, the Debtors filed a motion under section 9019 [D.I. 390] to approve the Stipulation resolving the disputes between Conterra and the Committee concerning the disposition of avoidance actions and all claims the Committee may have against Conterra. The Bankruptcy Court approved the Settlement Motion on June 25, 2026 [D.I. 446], and the Debtors submit that the Plan is consistent with the Stipulation.
• The Stipulation provides for the establishment, on its Effective Date, of a carveout for the sole benefit of holders of allowed general unsecured claims (the “GUC Carveout”), comprising:
  • Avoidance Actions, excluding the Insider Chapter 5 Claims, which are assigned to Conterra;
  • Commercial Tort Claims, excluding the Assigned Insider Commercial Tort Claims, which are assigned to Conterra;
  • An Initial Cash Carveout of $500,000 from Conterra;
  • An Additional Cash Carveout of up to $3 million, consisting of (A) 0.5% of any recovery by Conterra against insiders or family of insiders, including recoveries on guarantees given to or in favor of Conterra on the Land Loan and/or Operating Loan, so long as Conterra holds a Prepetition Lender Deficiency Claim greater than $13 million; and (B) once the Prepetition Lender Deficiency Claim equals or falls below $13 million after all payments to Conterra from all sources, 20% of all payments or recoveries Conterra receives thereafter from all sources, inclusive of amounts in satisfaction of the Land Loan, Operating Loan or guarantees thereof and/or the Insider Chapter 5 Claims; and
  • Any of the Debtors’ assets not sold pursuant to the Sale Motion and not encumbered by a Conterra lien.
• In consideration of these benefits, the Committee agreed to resolve and withdraw the Adversary Proceeding, its objection to the Sale Motion, and its Challenge to Conterra’s credit bid, and, upon receipt of the Initial Cash Carveout, to release all claims against Conterra.
• The Stipulation further provides that:
  • Conterra may participate as a general unsecured creditor to the extent it holds a deficiency claim following the Sale (the “Prepetition Lender Deficiency Claim”);
  • Conterra’s liens on the assets of Hronis Fruit Company LLC and Hronis Resource Management, LLC arising under the Operating Loan are avoided, while Conterra retains any lien rights arising under the Land Loan and the DIP Facility; and
  • The Debtors must propose a liquidating chapter 11 plan consistent with the Stipulation, and both the Committee and Conterra have agreed to support confirmation of such plan.
• Based upon the outcome of the auction, and pursuant to the Stipulation, Conterra must fund the $500,000 Initial Cash Carveout, with the potential for additional carveout amounts of up to $3 million.
• Pursuant to Bankruptcy Rule 9019, and in consideration for the classification, distribution and other benefits provided under the Plan, the Plan’s provisions constitute a good faith compromise and settlement of all Claims or controversies resolved pursuant to the Plan and in the Chapter 11 Cases. Entry of the Confirmation Order constitutes the Bankruptcy Court’s approval of each such compromise and its determination that the settlements are in the best interests of the Debtors and their Estates.

Limited Consolidation

• The Plan provides for the limited consolidation of the Debtors’ Estates solely for Plan purposes, including for Distributions to Holders of Allowed Claims, to promote efficient administration and avoid the inefficiency of proposing Entity-specific Claims for which there would be little to no impact on Distributions. On the Effective Date:
  • All assets and liabilities of the Debtors will, solely for Distribution purposes, be treated on an aggregated basis;
  • Each Claim against any Debtor will be deemed a single Claim against, and a single obligation of, all of the Debtors, as will any Claims scheduled, filed or to be filed;
  • All guarantees by one Debtor of the obligations of another will be eliminated and canceled; and
  • All transfers, disbursements and Distributions on account of Claims will be deemed made by or on behalf of all of the Debtors’ Estates.
• Holders of Allowed Claims will be entitled to their share of assets available for Distribution without regard to which Debtor was originally liable. Except as set forth in the Plan, the limited consolidation will not otherwise affect the legal and corporate structures of the Debtors, and each Debtor remains responsible for quarterly fees associated with administration of the Post-Effective Date Debtors and the Post-Effective Date Estate, excluding any Distributions by the Liquidating Trustee, under 28 U.S.C. § 1930(a)(6) until the earlier of its case being closed, dismissed or converted.
  • Absent consolidation, it would be necessary to allocate the purchase price received from various purchasers across the Estates, allocate administrative expenses, and reconcile intercompany balances, indemnity and contribution rights before determining distributions to creditors of each Estate. The Debtors believe the administrative costs of doing so would consume, if not totally exhaust, the limited assets available for distribution, to the detriment of all creditors.
  • The Plan serves as a motion seeking entry of an order consolidating the Debtors to the limited extent described; absent a timely written objection, the consolidation order (which may be the Confirmation Order) may be entered, and any timely objections will be heard at or before the Confirmation Hearing.

Liquidating Trust and Plan Oversight Committee

• The Liquidating Trust — a grantor trust created by the Liquidating Trust Agreement — shall be established on the Effective Date, at which time the Trust Assets will be transferred to and deemed automatically vested in the Liquidating Trust and the Liquidating Trustee will be appointed. The Liquidating Trustee’s identity will be disclosed in the Plan Supplement, no bond or surety is required absent Court direction, and the material terms of the Liquidating Trustee’s compensation are included in the Liquidating Trust Agreement.
• Trust Assets consist of (1) upon the Effective Date, the assets and rights to payment comprising the GUC Carveout, including the Initial Cash Carveout, the Additional Cash Carveout, the Avoidance Actions, the D&O Commercial Tort Claims, and the Committee’s rights under the Stipulation; and (2) upon final dissolution of the Post-Effective Date Debtors, any other remaining Estate assets not included in the GUC Carveout and not subject to a Conterra lien, including any Causes of Action — all vesting free and clear of any Liens, Claims, encumbrances and interests.
  • For the avoidance of doubt, Trust Assets do not include the Insider Chapter 5 Claims or the Assigned Insider Commercial Tort Claims, each of which is assigned to Conterra pursuant to the Stipulation.
  • Thereafter, the Liquidating Trust may use, acquire and dispose of the Trust Assets free of any restrictions of the Bankruptcy Code, Bankruptcy Rules or Bankruptcy Court approval, except as otherwise provided in the Plan. The Post-Effective Date Debtors must comply with reasonable information requests from the Liquidating Trustee concerning assets that may vest in the Trust upon their dissolution.
• The Liquidating Trustee is empowered, subject to the rights and duties of the Plan Oversight Committee, to effect all actions and execute all documents necessary to perform its duties; establish and maintain the Distribution Account and Post-Effective Date Liquidating Trust Account; make Distributions from Trust Assets; object to and settle Claims in Classes 4(a), (b), (c) and 5 (excluding Prepetition Lender Deficiency Claims other than in the case of an unresolved calculation dispute); employ and compensate professionals; assert the Debtors’ claims, Causes of Action, rights of setoff and other defenses assigned to the Trust; and exercise such other powers as may be vested in the Liquidating Trustee.
  • The Liquidating Trustee may take all actions deemed reasonably necessary to defend against Claims in Classes 4(a), (b), (c) and 5, including retaining professionals, experts and consultants and entering into settlement agreements without Bankruptcy Court approval.
• Without further order of the Bankruptcy Court, the Liquidating Trustee and the Post-Effective Date Debtors shall receive reasonable compensation from the applicable Reserve Account for services rendered to the Estates, the Post-Effective Date Debtors and/or the Liquidating Trust, and may pay from the applicable Reserve Account all reasonable fees and expenses they incur on or after the Effective Date, including reasonable attorney and professional fees.
• A Plan Oversight Committee of three members — one of whom shall be the Prepetition Lender and two of whom shall be selected by the Committee after consulting with the Debtors — shall be established on the Effective Date to oversee and advise the Liquidating Trustee with respect to the liquidation and distribution of the Trust Assets. Proposed members are identified on Exhibit E or will be identified in the Plan Supplement. Its rights, powers and duties include:
  • Terminating the Liquidating Trustee for cause by majority vote and appointing a successor upon such termination or upon resignation, death or incapacity;
  • Approving any release or indemnity in favor of any third party granted by the Liquidating Trustee, other than as set forth in the Plan;
  • Approving the settlement of any Cause of Action or dispute for which the amount in controversy exceeds $100,000;
  • Approving the allowance of any Disputed Claim in Classes 4(a), (b), (c) and 5 if the proposed Allowed amount exceeds $50,000;
  • Approving the sale of any Trust Assets valued at $100,000 or more;
  • Approving or objecting to fees and expenses of professionals retained by the Liquidating Trustee pursuant to procedures established in the Liquidating Trust Agreement; and
  • Considering and, if appropriate, approving any action proposed by the Liquidating Trustee not specifically authorized by the Plan that would materially affect administration of the Trust.
• Members must recuse themselves from matters in which they are not disinterested, though affiliation with or employment by a Claim Holder (including the Prepetition Lender or any Committee member) does not itself render a member non-disinterested. A majority of the Plan Oversight Committee may remove or replace members for cause, and any party in interest may seek an order of the Bankruptcy Court removing or replacing members for cause; any successor becomes fully vested with the rights, powers, duties and obligations of its predecessor. Vacancies are filled by a Person designated by the remaining members from among holders of Class 5 General Unsecured Claims, except that a vacancy as to any member appointed by the Prepetition Lender is filled by a Person designated by the Prepetition Lender. Members serve without compensation but may be reimbursed by the Liquidating Trustee, from funds in the Post-Effective Date Liquidating Trust Account, for documented reasonable out-of-pocket costs and expenses.
• On the Effective Date, the Committee shall be dissolved and its members released and discharged from all further authority, duties, responsibilities and obligations, and the retention of its professionals shall terminate, except for purposes of filing and prosecuting Final Fee Applications or any appeal of the Confirmation Order.

Reserve Accounts and Wind-Down

• Professional Fee Claims Reserve: Funded by the Post-Effective Date Debtors from Cash, including any amounts held in reserve pursuant to the Final DIP Order, in the amount set forth in the Plan Supplement or Confirmation Order, in an amount sufficient to pay all Professional Fee Claims anticipated to be Allowed. Any Cash remaining after payment of all Allowed Professional Fee Claims is transferred to the Post-Effective Date Debtor Reserve Account.
• Post-Effective Date Debtor Reserve Account: Funded in the amount set forth in the Plan Supplement or Confirmation Order to pay Post-Effective Date Debtor Expenses, and subject to increase or decrease at any time by the Post-Effective Date Debtors. All Cash obtained by the Post-Effective Date Debtors from any source is deposited into this account, other than (i) Trust Assets and their proceeds or products, which are paid to the Liquidating Trust, and (ii) assets subject to a Conterra lien and their proceeds or products, which are paid to Conterra. Upon dissolution of the Post-Effective Date Debtors, and only after full payment of or provision for all actual and anticipated Post-Effective Date Debtor Expenses, remaining Cash is transferred to the Post-Effective Date Liquidating Trust Account.
• Post-Effective Date Liquidating Trust Account: Funded with the Initial Cash Carveout and any other cash received by the Liquidating Trust, including amounts payable to the Committee pursuant to the Stipulation and subject to the cap therein, and may be increased or decreased by the Liquidating Trust in consultation with the Plan Oversight Committee. After full payment of or provision for all actual and anticipated Post-Effective Date Liquidating Trust Expenses, remaining Cash is transferred to the Distribution Account.
• SAP Claims Reserve Account: Established and funded from the Debtors’ Cash for all Administrative Claims, Priority Tax Claims and Priority Non-Tax Claims asserted against any of the Debtors and, per the Plan’s definition of the account, for the amount of Administrative Claims that the Debtors and the Liquidating Trustee anticipate will be filed prior to the Administrative Expense Bar Date to the extent not already included. To the extent such Claims become Disallowed, withdrawn or reduced, the Post-Effective Date Debtors will correspondingly reduce the account and transfer the amount to the Post-Effective Date Debtor Reserve Account. The account will not be funded multiple times with respect to the same Claim.
• Distribution Account: The Liquidating Trustee will transfer Available Trust Proceeds to the Distribution Account as they become available. Each of the foregoing accounts shall be established and at all times maintained as a segregated account, and all Cash in such accounts shall be deposited or invested in accordance with section 345 of the Bankruptcy Code.
• From and after the Effective Date, the Post-Effective Date Debtors shall continue in existence for all purposes contemplated by the Plan, including winding up their affairs as expeditiously as reasonably possible, filing appropriate tax returns, and dissolution, with dissolution costs payable from the Post-Effective Date Debtor Reserve. Upon the Final Distribution Date, any Post-Effective Date Debtors not previously dissolved shall be deemed dissolved for all purposes without further action.
• Upon entry of a final decree or other order of the Bankruptcy Court, the Post-Effective Date Debtors are authorized to discard or destroy any and all of their Books and Records, except to the extent those records relate to open tax years, are necessary for the completion and filing of tax returns, the administration of Trust Assets or the analysis or prosecution of Causes of Action, or are required to be retained pursuant to an agreement of sale approved by a Sale Order and any ancillary documents.
• As of the Effective Date, Allen Soong shall be deemed the sole equity holder and the only duly authorized, board-appointed officer, director or manager of each of the Post-Effective Date Debtors, and the Debtors’ organizational documents shall be deemed amended to permit such sole appointment. Prior board members and managing members shall have no continuing obligations to the Post-Effective Date Debtors.
• Following the Effective Date and upon the filing of a certification of the Post-Effective Date Debtors’ counsel, after consultation with the UST, the Court shall enter final decrees closing the Chapter 11 Cases of all Debtors except Hronis, Inc., after which any recourse with respect to the Non-Lead Debtors shall proceed exclusively in the Hronis, Inc. case.

Treatment of Claims and Interests

• Except to the extent a Holder has been paid before the Effective Date or agrees to different treatment, Claims and Equity Interests are treated as follows.
• Administrative Expense Claims (unclassified): Paid in Cash from the SAP Claims Reserve Account on or as soon as reasonably practicable after the later of the Effective Date or the date the Claim becomes Allowed. Unpaid, Allowed Administrative Expense Claims are projected to be less than $250,000.
  • Requests for allowance of section 503(b)(9) Claims were required to be filed by the General Bar Date; all other Administrative Expense Claims, other than those arising under 28 U.S.C. § 1930 and sections 503(b)(1)(B) or (C), must be filed by the Administrative Expense Bar Date, the first Business Day 30 days after the Effective Date.
• Priority Tax Claims (unclassified): Paid in Cash from the SAP Claims Reserve Account on the same timing. Unpaid, Allowed Priority Tax Claims are projected to be less than $100,000.
• Professional Fee Claims (unclassified): Final requests must be filed and served on the Notice Parties no later than 45 days after the Effective Date unless otherwise agreed by the Debtors or Liquidating Trustee. Holders receive Cash from the Professional Fee Claims Reserve equal to the unpaid portion of the Allowed Claim, provided that for fees incurred prior to the Effective Date the Allowed amount shall not exceed the “carve out” agreed among the Prepetition Lender, the Debtors and the Committee. Unpaid, Allowed Professional Fee Claims are projected to be less than $100,000.
  • On the Effective Date, any requirement that Professionals comply with sections 327 through 331 in seeking retention or compensation for post-Effective Date services terminates, and Professionals may be employed and paid in the ordinary course without further Bankruptcy Court approval.
• Statutory Fees: All Statutory Fees incurred prior to the Effective Date shall be paid by the Debtors on the Effective Date. Thereafter, the Liquidating Trustee shall pay fees attributable to administration of Trust Assets and the Post-Effective Date Debtors those attributable to other Estate assets, with each filing quarterly reports in a form reasonably acceptable to the UST.
• Class 1 — Priority Non-Tax Claims: Unimpaired; deemed to accept and not entitled to vote. The Liquidating Trustee shall pay each Holder Cash from the SAP Claims Reserve Account in an amount equal to its Allowed Claim on or as soon as reasonably practicable after the later of the Effective Date or the date the Claim becomes Allowed. Anticipated recovery: 100%.
• Class 2 — PACA Claims: Unimpaired; deemed to accept and not entitled to vote. Allowed PACA Claims are assumed liabilities under the APA, to be paid in full by Conterra on or as soon as reasonably practicable after the later of the Effective Date or the date the Claim becomes Allowed. Anticipated recovery: 100%.
• Class 3 — Prepetition Lender Secured Claim: Impaired and entitled to vote. The Prepetition Lender holds a secured claim to the extent of its collateral, in the amount of the cash proceeds of sales to the Successful Bidders, its credit bid as a Successful Bidder, and collection of the Debtors’ pre-confirmation accounts receivable (subject to resolution of the DLP Funding dispute). The Prepetition Lender Secured Claim includes all DIP Claims arising under the DIP Facility, including unpaid principal, accrued interest, fees, costs and expenses. Anticipated recovery: ~100%.
  • By agreement, on or before the Effective Date the Prepetition Lender will receive or be assigned, on account of its existing liens, the cash proceeds of the Sale, the assets for which it was the Successful Bidder (including the Conterra Acquired Real Estate), the Assigned Insider Commercial Tort Claim, and pre-confirmation accounts receivable, including those subject to the DLP Funding dispute to the extent determined in the DLP Adversary or as agreed in resolution thereof.
  • To the extent the Prepetition Lender’s Claim is not satisfied by its credit bid plus Sale proceeds plus collections on pre-confirmation accounts receivable, the Prepetition Lender Deficiency Claim is bifurcated pursuant to 11 U.S.C. § 506(a) and treated as a General Unsecured Claim in Class 5.
• Class 4(a) — Undersecured Claims, Sun Pacific: Impaired and entitled to vote. Confirmation constitutes a determination that all Class 4(a) Claims are not secured by any collateral owned by the Debtors or their estates pursuant to 11 U.S.C. § 506(a)(1) and must be treated like unsecured claims. Each Holder shall receive a Pro Rata Share of any Distributable Proceeds. Anticipated recovery: less than 5%.
• Class 4(b) — Undersecured Claims, DLP Funding: Impaired and entitled to vote. Treatment is subject to the outcome of the DLP Adversary. Anticipated recovery: less than 5%.
  • If the DLP Adversary provides DLP Funding with an Allowed Secured Claim partially or completely secured by the DLP Disputed Fund Account under section 506(a), DLP Funding retains its lien on the collateral and holds an Allowed Secured Claim to the extent of the value of its interest in that account, with the balance treated as unsecured.
  • If not, DLP Funding’s Allowed Claim will be treated like other unsecured claims. Each Holder shall receive a Pro Rata Share of any Distributable Proceeds solely on account of the Allowed unsecured portion of the Claim.
• Class 4(c) — Undersecured Claims, Peter Hronis: Impaired and entitled to vote. Confirmation constitutes a determination that all Class 4(c) Claims are not secured by any collateral owned by the Debtors or their estates pursuant to 11 U.S.C. § 506(a)(1) and must be treated like unsecured claims. Each Holder shall receive a Pro Rata Share of any Distributable Proceeds. Anticipated recovery: less than 5%.
• Class 5 — General Unsecured Claims: Impaired and entitled to vote. Comprises General Unsecured Claims other than those in Classes 4(a), (b) and (c), but including the Prepetition Lender Deficiency Claim. Each Holder shall receive a Pro Rata Share of any Distributable Proceeds. Anticipated recovery: less than 5%.
• Across Classes 4(a), 4(b), 4(c) and 5, no Holder may receive Cash in excess of 100% of its Allowed Claim plus post-petition interest at the Federal Judgment Rate, and the Liquidating Trustee may delay any Distribution if it determines, in consultation with the Plan Oversight Committee, that the cost of making such Distribution is not cost-effective in relation to the amount distributed.
• Class 6 — Intercompany Claims: Impaired and deemed to reject. Allowed Intercompany Claims shall not receive a Distribution. Anticipated recovery: 0%.
• Class 7 — Equity Interests: Impaired and deemed to reject. On the Effective Date, all Equity Interests shall be deemed canceled, extinguished and discharged and of no further force or effect, and Holders shall not receive or retain any property on account thereof. Anticipated recovery: 0%.
• The allowance, classification and treatment of Allowed Claims and Allowed Equity Interests under the Plan takes into account their relative priority and rights in connection with any contractual, legal and equitable subordination rights, whether arising under general principles of equitable subordination, section 510 of the Bankruptcy Code or otherwise.
• The Liquidating Trustee reserves the right to modify the treatment of any Allowed Claim in any manner adverse only to the Holder of such Claim at any time after the Effective Date, upon the consent of that Holder.
• With respect to Impaired Classes that reject or are deemed to reject the Plan, the Debtors request confirmation under section 1129(b), in which case the Plan shall constitute a motion for such relief, without any delay in the occurrence of the Confirmation Hearing or Effective Date. The Plan states that a cramdown is appropriate where the Court finds the plan does not unfairly discriminate against the objecting class, is fair and equitable with respect to that class, and at least one class of impaired creditors has voted to accept it; a plan unfairly discriminates if another class of equal rank in priority would receive greater value without reasonable justification, and is fair and equitable if no claim or interest junior to the objecting class receives or retains anything under the plan.

Distributions

• All Cash payments shall be made by check drawn on a domestic bank or by electronic wire, unless otherwise expressly agreed in writing.
• The Post-Effective Date Debtors may object to and/or move to estimate all Administrative Expense Claims and Priority Claims after the Effective Date, with resolution subject to Bankruptcy Court order. Subject to the Plan Oversight Committee’s rights, the Liquidating Trustee may object to and/or move to estimate Claims in Classes 4(a), (b), (c) and 5 — excluding Prepetition Lender Deficiency Claims other than in the case of an unresolved calculation dispute — and may compromise, settle, resolve or withdraw objections and settle such Claims without Bankruptcy Court approval.
  • The Liquidating Trustee or the Post-Effective Date Debtors, as applicable, and any other party in interest to the extent permitted by section 502(a), must file and serve objections to Claims — including Administrative Expense Claims for which no earlier deadline was set — no later than the Claims Objection Deadline, the first Business Day 180 days after the Effective Date. Filing a motion to extend automatically extends the deadline until a Final Order is entered on the motion; if the motion is denied, the deadline becomes the later of the then-current deadline or 30 days after entry of the order denying it. The Liquidating Trustee has no right to object to the Prepetition Lender Deficiency Claim.
  • After the Effective Date, upon 10 days’ written notice to the affected claimant, any Claim that has been paid or satisfied, or that has been amended or superseded, may be marked as satisfied, adjusted or expunged on the claims register by the Balloting Agent at the direction of the Post-Effective Date Debtors or the Liquidating Trustee, without a claims objection having to be filed.
• No payment or Distribution shall be made on account of any portion of a Disputed Claim until all objections are resolved by Final Order or as otherwise permitted by the Plan. On any Distribution date, the responsible party — the Liquidating Trustee for Claims in Classes 4(a), (b), (c) or 5, and the Post-Effective Date Debtors for all other Claims — shall reserve 100% of the Cash or property that would be distributed as if the Disputed Claim were Allowed, unless otherwise ordered following notice to the affected Holder.
• Holders of proofs of claim filed after the applicable Bar Date shall not be treated as Creditors for Distribution purposes under Bankruptcy Rule 3003(c)(2) unless deemed timely filed by a Final Order on or before the Confirmation Date. Transferees of Claims transferred on or prior to the Distribution Record Date — the date of entry of the Confirmation Order or such other date designated therein — will be treated as Holders for all purposes, and no obligation exists to recognize transfers occurring thereafter.
• Distributions are made to the address set forth in the Holder’s proof of claim, to any later address provided by written notice delivered to the Liquidating Trustee and the Post-Effective Date Debtors, or, if no proof of claim was filed, to the address set forth in the Schedules. Undeliverable Distributions remain in the possession of the Liquidating Trustee or Post-Effective Date Debtors until deliverable or until they become Unclaimed Distributions; reasonable efforts to update contact information are required, but nothing obligates either party to locate a Holder. Unclaimed Distributions not claimed by the Unclaimed Distribution Deadline (90 days from the date of Distribution) revert to the Liquidating Trust or the Post-Effective Date Estate, which must, within 120 days after the Final Distribution Date, donate them to a 501(c)(3) charity selected by the Liquidating Trustee in consultation with the Plan Oversight Committee.
• De minimis Distributions: The Liquidating Trustee shall not distribute Cash to a Holder of an Allowed Claim in Class 4(a), (b), (c) or 5 if the aggregate amount is less than $100, and such Holders are forever barred from asserting a claim for that distribution; undistributed Cash is property of the Estates and transferred to the Liquidating Trust. The Liquidating Trustee retains the right to reduce any Claim in those Classes by setoff in accordance with the Debtors’ Books and Records.

Causes of Action

• The Plan reserves for the Liquidating Trustee all rights to commence and pursue any and all Causes of Action arising before or after the Petition Date, in any court or tribunal. On the Effective Date, the Liquidating Trustee is vested with authority to enforce, file, litigate, prosecute, settle and collect all Causes of Action, though it is not required to do so absent a determination that pursuit is in the best interests of the Liquidating Trust.
  • The Debtors’ investigation of potential Causes of Action is ongoing, and the failure to list any potential Cause of Action, Avoidance Action, or defendant does not limit the Liquidating Trustee’s rights. Causes of Action that may be pursued include those identified in the Plan Supplement and D&O Commercial Tort Claims against beneficiaries of applicable directors’ and officers’ insurance, recoverable only against available D&O insurance.
  • No preclusion doctrine — including res judicata, collateral estoppel, issue or claim preclusion, estoppel or laches — shall apply to any Cause of Action or Avoidance Action upon or after Confirmation or consummation.
• Causes of Action identified on Exhibit A include, without limitation:
  • Claims against present or former officers, directors, members or managers not otherwise released under the Plan, including claims arising under federal bankruptcy or state fraudulent conveyance laws on account of transfers to or for their benefit; common law claims for fraud, breach of contractual obligations or fiduciary duties, or aiding and abetting the same in connection with management of the Debtors (including in connection with the valuation of any Debtor’s inventory); and state law claims on account of wrongful dividends; and
  • Chapter 5 and other claims against Credit Line Capital Group; MCA Servicing Company; Oakwood Business Funding, LLC; Parkside Funding Group, LLC; Wynwood Capital Group LLC; Sun Pacific Farming Cooperative, Inc. and Evans AG GP, Inc.; Agpeak Holdings; Sunkist Growers, Inc.; UBS/Agrivest; Peter J. Hronis; Kosta Hronis; Antonia Hronis; Chase Hronis; Demetrius A. Hronis; Hailey Hronis; Peter N. Hronis; Stephanie Hronis; six Hronis family trusts and the Sophia Hronis Revocable Trust; claims against any recipient of a payment listed in response to items 3 and/or 4 of the Debtors’ Statements of Financial Affairs; and causes of action to equitably subordinate any Allowed Claim pursuant to 11 U.S.C. § 510(c).
  • For the avoidance of doubt, the Insider Chapter 5 Claims and the Assigned Insider Commercial Tort Claims assigned to the Prepetition Lender under the Stipulation are excluded from the Causes of Action.
• The Liquidating Trust may not assert any Claim or Cause of Action against any Exculpated Party or any party released by the Debtors under Article XII(B)(2), solely with respect to any claim released thereunder.
• DLP Adversary: On the Effective Date, Conterra or its designee, as purchaser under the APA, is responsible for defending the claims against the Debtors, while the Liquidating Trust is deemed substituted as the real party in interest for the Debtors and responsible for prosecuting the Debtors’ counterclaims against DLP Funding. Conterra, its designee, and/or the Liquidating Trustee may take appropriate action to substitute themselves as parties.
• Rule 2004 discovery: On and after the Effective Date, Conterra or its designee, the Post-Effective Date Debtors and/or the Liquidating Trust may take discovery pursuant to Bankruptcy Rule 2004, and Conterra or its designee shall have the Debtors’ rights under the Rule 2004 orders regarding Peter Hronis [D.I. 325] and Kosta Hronis [D.I. 349].
• Utility deposits held by any utility company on account of a Debtor are property of the Debtors or Post-Effective Date Debtors and will be transferred to Conterra upon receipt, on account of Conterra’s lien.

Executory Contracts and Insurance

• On the Effective Date, all Executory Contracts not assumed before that date, or subject to a pending motion to assume, are deemed rejected, with the Confirmation Order constituting approval of such rejection.
  • Rejection damages claims must be submitted to the Debtors’ claims processing agent no later than 30 days after service of the notice of the Effective Date; claims not timely filed will be forever barred. Unless otherwise ordered, all rejection damages claims will be treated as Class 5 General Unsecured Claims. Claims arising from rejection pursuant to a separate motion or order are subject to the applicable Rejection Bar Date.
  • The Debtors previously moved to reject certain executory contracts and unexpired leases on March 10, 2026 [D.I. 46], which the Court approved on April 14, 2026 [D.I. 224], and filed notices of potential assumption and assignment and cure amounts pursuant to the Bidding Procedures Order [D.I. 270 & 284].
• All Insurance Policies remain in full force and effect unless validly terminated, and issuers remain responsible for Claims and Causes of Action (including D&O Commercial Tort Claims) in accordance with policy terms, regardless of the payment status of any retrospective or other premiums. Policies expired as of the Effective Date are not considered executory contracts subject to assumption or rejection. Nothing in the Plan waives any Cause of Action the Debtors may hold against any insurer, or alters the rights and obligations of the Debtors and their insurers under the Insurance Policies.

Exculpation, Releases and Injunction

• Exculpation: The Exculpated Parties shall not be liable for any act or omission originating or occurring on or after the Petition Date through and including the Effective Date in connection with the Chapter 11 Cases, the negotiation and filing of the Plan or any prior plans, the filing of the Chapter 11 Cases, the pursuit of confirmation, any Sale Order, consummation of the Plan, or administration of the Plan or the property to be liquidated and/or distributed, except for willful misconduct, gross negligence or fraud as determined by a Final Order.
  • Exculpated Parties comprise the Debtors; co-Chief Restructuring Officers Scott Avila and Allen Soong; Paladin Management Group, LLC; Matthew English and Arch & Beam Global, LLC; the Debtors’ post-petition professionals; the Debtors’ officers and directors first appointed as of the Petition Date and other non-officer, non-director employees not covered by applicable D&O insurance; the successors and assigns of the foregoing; the Committee, its members (solely in that capacity) and its professionals; Conterra and its professionals; and Magnetar Capital, its affiliates and their professionals.
  • For the avoidance of doubt, members of the Hronis family are not Exculpated Parties.
• Prepetition Lender release: On the Effective Date, pursuant to the settlement, the Debtors (on behalf of themselves and their Estates), the Committee, the Liquidating Trust, the Liquidating Trustee, and any other person seeking to exercise the derivative rights of the Estates unconditionally release the Prepetition Lender, Magnetar Capital and its affiliates, and their respective current and former employees, agents, attorneys, financial advisors, officers, directors, affiliates, subsidiaries, predecessors, successors and assigns, and such entities’ heirs, executors, estates, servants and nominees, from all claims (including chapter 5 claims), obligations, suits, judgments, damages, rights, causes of action and liabilities based on any act, omission, transaction or occurrence on or prior to the Effective Date relating to the Debtors, the Chapter 11 Cases, the Plan, the Prepetition Credit Agreement or the Prepetition Loan Documents.
  • Carved out are the right to enforce obligations under the Plan and related documents, the obligations and rights of the Estates, Committee, Liquidating Trust and Liquidating Trustee under the Stipulation, and any claims for willful misconduct or fraud as determined by a Final Order.
• Advisor release: On the Effective Date, the Debtors, on behalf of themselves and their Estates, unconditionally release their post-petition advisors — including the co-CROs and Paladin, independent director Matthew English, and Arch & Beam Global, LLC — and their professionals, consultants and attorneys, solely in their respective capacities, from all claims based on any act, omission, transaction or occurrence on or prior to the Effective Date relating to the Debtors, the Chapter 11 Cases, the Plan, the Prepetition Credit Agreement or the Prepetition Loan Documents.
  • Excluded from this release are the right to enforce obligations under the Plan and related documents, any claims for willful misconduct, gross negligence or fraud as determined by a Final Order, and any D&O Commercial Tort Claim, Assigned Insider Commercial Tort Claim, or Insider Chapter 5 Claim.
• Injunction: From and after the Effective Date, all Persons who have held, hold or may hold Claims against or Interests in any of the Debtors are permanently enjoined from taking the following actions against the Debtors or their Estates, any Debtor’s property, the Liquidating Trust, the Liquidating Trustee, the Prepetition Lender, Magnetar Capital and its affiliates, or the Exculpated Parties on account of pre-Effective Date Claims or Interests: enforcing, attaching, collecting or recovering any judgment, award, decree or order; creating, perfecting or enforcing any lien or encumbrance; asserting a setoff or right of subrogation against any debt, liability or obligation due to any Debtor; commencing or continuing any action inconsistent with the Plan; and taking any action interfering with implementation or consummation of the Plan.
  • Nothing precludes such Persons from exercising or enforcing their rights consistent with the terms of the Plan or Confirmation Order.
  • The injunction provision does not apply to AG Funding SC III, LLC with respect to Bloom Fresh International Limited’s claims, if any, against it arising under the Bloom Fresh Agreements as defined under the Assumption and Assignment Agreement dated Aug. 17, 2026.
• After the Post-Effective Date Debtors are dissolved and their responsible officer(s) have completed all tasks necessary to fully wind down, dissolve and/or terminate the Debtors and otherwise comply with the Plan, those officers shall be fully released and discharged from their duties and obligations under the Plan. Separately, after the Chapter 11 Cases are closed and the Liquidating Trustee has completed all tasks necessary to comply with its obligations under the Plan, the Liquidating Trustee shall be fully released and discharged and the Liquidating Trust shall terminate.

Conditions Precedent

• Conditions to Confirmation, which must be satisfied or waived:
  • The Confirmation Order is reasonably acceptable in form and substance to the Debtors and the Prepetition Lender, in consultation with the Committee; and
  • The Plan Supplement and any other exhibits or schedules incorporated as part of the Plan, including the Liquidating Trust Agreement, are reasonably acceptable in form and substance to the Debtors and the Prepetition Lender, in consultation with the Committee.
• Conditions to the Effective Date, all of which must be satisfied, and only one of which — identified in the Plan as “item (i)” — may be waived. The Plan’s list of Effective Date conditions is numbered (iii) through (vi), so the cross-reference to “item (i)” does not resolve to any listed condition on the face of the document:
  • Entry of the Confirmation Order;
  • The Confirmation Order becomes a Final Order;
  • The Sale of the Conterra Acquired Real Estate has closed and all documents and instruments necessary to effect the conveyance have been made, delivered and filed as required by law or practice; and
  • Sufficient Cash is available to fund the Reserve Accounts in accordance with the terms of the Plan.
• The Effective Date shall be a Business Day on or promptly following satisfaction or waiver of all conditions, as selected by the Debtors, with a notice of occurrence to be filed and served within two Business Days thereafter containing, among other things, notice of the Administrative Expense Bar Date, the Professional Fee Claim deadline, and the rejection damages claim deadline. If the Effective Date does not occur, the Plan shall be null and void in all respects.
• Waivable conditions to the Effective Date may be waived, in whole or in part, by the Debtors and the Prepetition Lender, in consultation with the Committee, without notice to or an order of the Bankruptcy Court.
• The Debtors may propose alterations, amendments or modifications in writing at any time before the Confirmation Date, provided the modified Plan satisfies sections 1122 and 1123, the Debtors have complied with section 1125, and the Prepetition Lender has consented in writing (such consent not to be unreasonably withheld). The Debtors, with the Prepetition Lender’s consent and in consultation with the Committee, also reserve the right to revoke or withdraw the Plan before the Confirmation Date, in which case the Plan shall be deemed null and void without constituting a waiver or release of any Claims by or against the Debtors.

Plan Support

• The Debtors and the Committee support confirmation of the Plan and urge all creditors to vote to accept it. The Debtors state that no other plan or outcome is likely to yield a better recovery for creditors, and that alternatives are likely to increase administrative costs, leading to a lower or no recovery.
• The Debtors believe the Plan is beneficial to all Creditors because it avoids costly and protracted litigation between the Committee and the Prepetition Lender, permits payment of all Allowed Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims and Professional Fee Claims, provides a mechanism and some initial funding for the pursuit of Causes of Action, and should provide greater recoveries to Holders of Allowed Claims than any other possible alternative.
• Best interests test: As reflected in the liquidation analysis attached as Exhibit D, the Debtors believe Distributions in a hypothetical chapter 7 would be less than under the Plan, because conversion would require appointment of a chapter 7 trustee and that trustee’s likely retention of new professionals — with attendant “learning curve” costs — as well as a statutory commission based on disbursements.
• Alternate plan risk: If the Plan is not confirmed, the Debtors could attempt to formulate a different plan, but there is no assurance the Prepetition Lender would continue to provide access to the DIP Facility as set forth in the Plan. Additional costs, including professional fees or asserted substantial contribution claims constituting Administrative Expense Claims, could be so significant that one or more parties in interest could request conversion to chapter 7.

Confirmation Schedule

• After consultation with the Committee and Conterra, the Debtors proposed and the Court approved the following schedule at the June 30, 2026 hearing, subject to notice and opportunity to be heard:
  • Plan Filing and Solicitation Deadline: July 10, 2026
  • July 14, 2026 — deadline relating to confirmation briefing and voting procedures (the label for this row is illegible in the available text and should be confirmed against the filed schedule; July 14, 2026 is also the General Bar Date)
  • Confirmation and Disclosure Statement Objection Deadline: July 28, 2026
  • Voting Deadline: August 5, 2026
  • Deadline to File Voting Report: August 7, 2026
  • Reply Deadline: August 18, 2026
  • Confirmation Hearing: August 25, 2026 at 9:30 a.m. (PT)
• The combined hearing before the Honorable René Lastreto II, originally scheduled for August 11, 2026 and continued to August 25, 2026 at 9:30 a.m. (PT) at the U.S. Bankruptcy Court, 2500 Tulare Street, Fresno, CA, Courtroom 13, will consider (A) approval of the Disclosure Statement as providing adequate information under section 1125 on a final basis and (B) confirmation of the Plan under section 1129. The hearing may be adjourned without further notice other than an announcement at the hearing or a filed notice.
• Objections to confirmation must be in writing, state the objecting party’s name and address and the nature of its Claim or Equity Interest, state with particularity the legal and factual basis of the objection, and be filed and served on the Notice Parties — counsel for the Debtors (Saul Ewing LLP), counsel for the Committee (Raines Feldman Littrell LLP), counsel to the Prepetition Lender (Miller Nash LLP and Royer Cooper Cohen Braunfeld LLC), and the UST — so as to be actually received on or before July 28, 2026. Objections not timely filed and served may not be considered at the Confirmation Hearing.

Voting and Confirmation Requirements

• The Bankruptcy Court will confirm the Plan only if it meets all applicable requirements of section 1129, including that the Plan be accepted by all Impaired Classes or, if rejected by an Impaired Class, that it not discriminate unfairly against and be fair and equitable with respect to such Class, and that it be feasible. The Court must also find that the Plan has classified Claims and Equity Interests in a permissible manner, complies with the technical requirements of chapter 11, and has been proposed in good faith. The Debtors believe the Plan complies, or will comply, with all such requirements.
• The Plan creates separate Classes for the Prepetition Lender Secured Claim, Priority Non-Tax Claims, Undersecured Claims, General Unsecured Claims, Intercompany Claims and Equity Interests; the Debtors believe these classifications place substantially similar Claims and Equity Interests in the same Classes and satisfy section 1122.
• Holders of Claims not Impaired by the Plan are deemed to accept and may not vote; Holders of Intercompany Claims and Equity Interests are deemed to reject and may not vote; and Holders of Claims not classified under the Plan are not entitled to vote. Any Class that does not contain a Holder of an Allowed Claim or Equity Interest as of the commencement of the Confirmation Hearing shall be deemed deleted from the Plan for all purposes.
• Donlin, Recano & Company, LLC (a subsidiary of Angeion Group, LLC) serves as the Court-approved solicitation, claims and noticing agent.

Risk Factors

• Confirmation risk: While the Debtors believe the Plan complies or will comply with the requirements of section 1129, there can be no guarantee that the Bankruptcy Court will agree.
• Effective Date risk: Although the Debtors believe the Effective Date will occur and may occur quickly after the Confirmation Date, there can be no assurance as to timing or as to whether it will occur at all.
• Classification risk: Parties may object to the classification of Claims and Equity Interests; the Debtors believe the Plan’s classification complies with the Bankruptcy Code, but there can be no assurance the Court will reach the same conclusion.
• Recovery risk: Estimates of Allowed Claims and recoveries are based on various assumptions. If one or more prove incorrect, actual Allowed Claim amounts may vary significantly from the estimates, and the Debtors cannot determine with certainty the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect recoveries.
• Tax consequences: Confirmation and execution of the Plan may have tax consequences to Holders of Claims and Equity Interests. The Debtors offer no opinion as to any federal, state, local or other tax consequences, and urge all Holders to consult their own tax advisors. The Plan is not intended, and should not be construed, as legal or tax advice.

Retention of Jurisdiction

• Following the Effective Date, the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases and all proceedings arising in or related thereto, as legally permissible, pursuant to sections 105(a) and 1142, including to: determine objections to Claims and issues relating to Disputed Claims; hear and determine Causes of Action, including those identified on Exhibit A; enter Orders if the Confirmation Order is stayed, revoked, modified or vacated; issue Orders in aid of execution and consummation of the Plan; consider amendments or modifications and cure any defect, omission or inconsistency; determine requests for compensation and reimbursement of expenses under sections 330 or 503; resolve disputes concerning interpretation, implementation or enforcement of the Plan; determine tax matters under sections 346, 505 and 1146, including expedited determinations under section 505(b); ensure Distributions are accomplished pursuant to the Plan; resolve pending motions, adversary proceedings and contested matters; issue injunctions or take other actions to restrain interference with the Effective Date or enforcement of the Plan; enforce and interpret stipulations, orders, judgments, injunctions, exculpations and rulings entered in the Chapter 11 Cases; resolve disputes concerning reserves for Disputed Claims; resolve disputes concerning the sufficiency of notice of the Chapter 11 Cases or the various Bar Dates; hear any other matter not inconsistent with the Bankruptcy Code; and enter a final decree closing the Chapter 11 Cases.

Miscellaneous

• All injunctions or stays in the Chapter 11 Cases under sections 105 or 362 in existence on the Confirmation Date remain in full force and effect.
• In the event of any inconsistency among the Plan and any other instrument or document created or executed pursuant to the Plan, the Plan governs — excluding the Stipulation, which governs over the Plan. In the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order governs.
• If the Bankruptcy Court determines before the Confirmation Date that any Plan provision is invalid, void or unenforceable, that provision is invalid, void or unenforceable only with respect to the Holder or Holders of the Claims or Equity Interests as to which it was so determined, and the enforceability and operative effect of every other provision is unaffected.
• Except to the extent the Bankruptcy Code, Bankruptcy Rules or other federal law applies, or an exhibit provides otherwise, the rights and obligations arising under the Plan are governed by the laws of the State of California, without giving effect to conflicts of law principles. The Plan is binding upon and inures to the benefit of the Debtors, Holders of Claims and Holders of Equity Interests, and their respective successors and assigns.
• The Post-Effective Date Debtors and Liquidating Trustee must comply with all withholding and reporting requirements, and may condition receipt of a Distribution on the Holder’s completion and return of a Form W-9; failure to comply within 90 days of the request causes the Distribution to revert irrevocably to the Liquidating Trustee and the related Claim to be disallowed and forever barred.
• The Debtors and the Liquidating Trustee may request an expedited determination under section 505(b) of the Bankruptcy Code with respect to tax returns filed, or to be filed, for any taxable periods ending after the Petition Date through the Effective Date.
• On the Effective Date, the Debtors will transfer an electronic copy of their Books and Records to the Liquidating Trust in native format (or another format agreed with the Liquidating Trustee), and the Liquidating Trust is deemed to hold a common legal interest with the Post-Effective Date Debtors solely as necessary to accomplish its duties, including the pursuit of Causes of Action. Applicable privileges related to the Trust Assets are held in common until dissolution of the Post-Effective Date Debtors, after which they are held solely by the Liquidating Trust, with a mutually agreeable protective order to be approved by the Bankruptcy Court.
• All exhibits and schedules are incorporated into and form part of the Plan, and on or before substantial consummation the Debtors will file such further agreements and documents as may be necessary or appropriate to effectuate and evidence the Plan’s terms. Notices to the Liquidating Trustee or Post-Effective Date Debtors must be in writing and addressed as set forth in the Confirmation Order.
• Nothing contained in the Plan shall be deemed an admission by any Entity, and, except as expressly set forth in the Plan, the Plan has no force or effect unless the Bankruptcy Court enters the Confirmation Order.