IPIC Theaters - Chapter 11 APA Summary

Sale Order Summary

Parties Involved

• Seller: iPic Theaters, LLC, a Delaware limited liability company
• Purchaser: Cinemex Holdings USA, Inc., a Delaware corporation (the "Purchaser")
• Backup Purchaser: Star Grill Cinema, LLC (the "Backup Purchaser"; together with the Purchaser, the "Cinemex Assets Purchaser")
• Neither the Purchaser nor the Backup Purchaser is an "insider" of the Debtor, as that term is defined in Bankruptcy Code section 101(31). No officer, director, manager, or other insider of the Debtor holds any interest in or is otherwise related to either of the Purchaser or the Backup Purchaser.
• The Debtor, Purchaser, and Backup Purchaser negotiated the terms and conditions of, and entered into, the Agreements at arm's length, without collusion or fraud, and in good faith.

Assets Being Sold

• The Sale comprises certain of the Debtor's assets (the "Cinemex Assets" or "Assets"), being the Purchased Assets defined in the Cinemex Agreement, relating to the Debtor's business of operating high-end movie theaters and restaurants at thirteen (13) leased locations across California, Florida, Georgia, New Jersey, New York, Texas, Washington, and Maryland.
• Acquired Theaters locations:
• Houston - 4444 Westheimer Road C-220, Houston, TX 77027
• Fariview - 321 Town Place, Fairview, TX 75069-1825
• Austin - 3225 Amy Donovan Plaza, Austin, TX 78758
• Atlanta - 1197 Peachtree Street, Suite 350, Atlanta, GA 30361
• Atlanta (Serena) - 1197 Peachtree Street, Suite 140, Atlanta, GA 30361
• Intracoastal Mall - 3701 NE 163rd St. N., North Miami Beach, FL 33160
• Hudson Lights - 2023 Hudson St., Fort Lee, NJ 07024
• Purchased Assets generally include, with respect to the Acquired Theaters:
  • All Furniture and Equipment located at any of the Acquired Theaters, excluding certain consigned artwork;
  • All Inventory located at any of the Acquired Theaters as of the Closing Date, other than certain alcoholic beverage inventories in jurisdictions where the Law does not permit Purchaser to take title until requisite Liquor License Approvals are obtained;
  • All Cash on Premises located at any of the Acquired Theaters;
  • All Intangible Property Assets and all Intellectual Property Assets related to, or used in connection with the operation of, the Acquired Theaters;
  • Seller's interest under the Theater Leases and Other Contracts identified as Purchased Contracts, including credits, deposits, prepaid amounts, advance payments, security deposits, and refunds with respect thereto;
  • To the extent transferable and assignable (at Purchaser's election), Seller's interest in Business Permits and Liquor Licenses relating to the Acquired Theaters;
  • Rights and claims to deposits, credits, prepaid amounts, refunds, reimbursements, vendor and other rebates, set-offs, and similar rights under the Purchased Contracts; and
  • True and correct copies of the books and records of the Purchased Assets.
• Excluded Assets include, among other items: all cash and cash equivalents of Seller (other than Cash on Premises); receivables and rights to payment under credit card processing agreements; the Purchase Price and Seller's rights thereto; all Excluded Contracts; all bank accounts of Seller; all assets of any Section 401(k) or other Company Benefit Plan of Seller; all Avoidance Actions; all of Seller's insurance policies; and any Theater that is not an Acquired Theater.

Purchase Price and Consideration

• Pursuant to the Cinemex Agreement, the Purchase Price is $7,500,000.00, comprised of:
  • The Deposit of $550,000.00; and
  • Closing Cash equal to the Purchase Price less the Deposit, subject to prorations, credits, and adjustments.
• As additional consideration, Purchaser shall assume the Assumed Liabilities, which include, among other things: obligations to honor unexpired Gift Certificates outstanding as of the Closing Date and presented in person at an Acquired Theater (limited to an aggregate amount not exceeding the historical amounts set forth on Schedule 2.3(a)); Liabilities arising out of the ownership or operation of the Purchased Assets after the Closing Date; Liabilities of Seller under the Purchased Contracts arising after the Closing; and Liabilities arising from and after the Closing Date under Environmental Laws relating to the Purchased Assets.

Backup Agreement Variations

• The Backup Agreement with Star Grill Cinema provides for a Purchase Price of $7,000,000.00, with a Deposit of $500,000.00.
• The Backup Agreement also includes assumption of liabilities under Seller's customer membership/loyalty programs (Section 2.3(e)), a category not assumed under the Cinemex Agreement.
• The Backup Agreement contains internal Break-Up Fee ($200,000) and Expense Reimbursement (up to $35,000) provisions (Section 12), reflecting Star Cinema's status as the original Stalking Horse Bidder.
• Under the Backup Agreement, Purchaser's assumption of Gift Certificate liabilities includes all such liabilities even if greater than the historical amounts set forth on Schedule 2.3(a).
• The Backup Agreement's Outside Date is fourteen (14) calendar days following Purchaser's receipt of the Backup Bid Activation Notice from Seller.

Good Faith Deposit

• Within three (3) days after the Effective Date, Purchaser was required to deposit $550,000.00 in Good Funds with an escrow agent designated by Seller and approved by Purchaser.
• At Closing, the Deposit shall be credited and applied toward payment of the Purchase Price.
• Except as otherwise provided, if the Cinemex Agreement terminates without a Closing, Purchaser shall be entitled to the return of the Deposit. If the Cinemex Agreement is terminated by Seller pursuant to Section 14.3(a) or by Purchaser other than in accordance with the agreement, Seller shall be entitled to receive and retain the Deposit as its sole and exclusive remedy.
• Upon Closing of the Sale to Cinemex, U.S. Bank, as Escrow Agent, is authorized and directed to disburse the Initial Deposit made by Star Cinema. Upon such release, U.S. Bank shall be discharged of any duties or liability owed under the Bid Procedures Order and Escrow Agreements with respect to the Initial Deposit from Star Cinema.

Auction Details

• The Auction was conducted by the Debtor on May 8, 2026, in accordance with the Bid Procedures Order.
• Joseph Luzinski, the Debtor's Financial Advisor, served as the auctioneer at the Auction and provided testimony at the Sale Hearing.
• At the conclusion of the Auction, the Debtor determined, in a valid and sound exercise of its business judgment, that:
  • The highest or otherwise best offer for the Cinemex Assets was the bid made by Cinemex Holdings USA, Inc., as set forth in the Cinemex Agreement dated May 13, 2026; and
  • The next highest or otherwise best offer was the bid made by Star Grill Cinema, LLC, as set forth in the Backup Agreement dated May 13, 2026.
• The sale process set forth in the Bid Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity to make a higher or otherwise better offer than that of the Stalking Horse Bidder to purchase the Cinemex Assets.
• Each of the Agreements represents fair market value for the Cinemex Assets under the circumstances of the Bankruptcy Case, and no other entity or group of entities has offered to purchase the Assets for greater overall value than Cinemex.
• No further bids or offers for the Assets shall be considered or accepted by the Debtor after the date of the Sale Order unless the Sale to the Purchaser or Backup Purchaser is not consummated or otherwise does not occur in accordance with the Agreements.
• Objections to the Sale were filed by Simon Property Group (as agent for The Domain Mall II, LLC), the Texas Taxing Authorities, and Star Grill Cinema, LLC; except for the limited reservation of ROD Project Owner, LLC's objection (Houston cure amount and Backup Bidder adequate assurance), all objections have been overruled with prejudice on the merits.
• The Debtor is directed to file an itemized auctioneer's statement pursuant to Bankruptcy Rule 6004(f)(1).

Bid Protections

• Pursuant to the Bid Procedures Order, the Debtor was authorized to designate a Stalking Horse Bidder and provide certain Bid Protections.
• Upon closing of the Sale with Cinemex, the Debtor is authorized to pay the Break-Up Fee and Expense Reimbursement (as defined in the Bid Procedures Order) to Star Cinema, payable at Closing (or as soon thereafter as reasonably practicable) from the proceeds of the sale to Cinemex; provided, however, that payment of the Expense Reimbursement is subject to Star Cinema providing the Debtor with documentation reasonably supporting the expenses for which reimbursement is sought.
• The Break-Up Fee and any Expense Reimbursement shall be deemed (a) fully earned by Star Cinema upon Closing of the sale to Cinemex, and (b) free and clear of any claims of any creditor against the Debtor, its assets, or the Debtor's estate.

Assumption and Assignment of Assigned Contracts

• Pursuant to the Agreements, the Purchaser or Backup Purchaser seeks to have the Debtor assume and assign to it those certain executory contracts and unexpired leases (the "Assigned Contracts") identified in the Amended Cure Notice.
• The Cure Amounts associated with the Assigned Contracts are set forth opposite each such Assigned Contract on Exhibit 1 to the Amended Cure Notice, except as modified by the Revised Cure Schedule; provided that the Objection of ROD Project Owner, LLC, with respect to its Houston, Texas lease, as to both (i) the applicable Cure Amount and (ii) the Backup Bidder's provision of adequate assurance of future performance pursuant to section 365(b)(3) of the Bankruptcy Code, is reserved, and the Court reserves jurisdiction to adjudicate any disputes with respect to the foregoing.
  • The Revised Cure Schedule sets forth the following Cure Amounts: Houston (River Oaks Commercial, LLC) - $318,726.21; Fairview (Village FV, Ltd.) - $71,074.51; Austin (The Domain Mall II, LLC) - $0.00; Atlanta (LVA4 Atlanta Colony Square L.P.) - $198,750.88; Hudson Lights (Hudson Lights Retail, LLC) - $186,637.37; and Intracoastal Mall (Dezer Intracoastal Mall LLC) - $127,221.35.
• To the extent any Assigned Contract is not an executory contract within the meaning of section 365 of the Bankruptcy Code, it shall be transferred to the Purchaser or Backup Purchaser in accordance with the terms of the Agreements.
• The Purchaser and Backup Purchaser have demonstrated adequate assurance of future performance pursuant to section 365(b)(1)(C) of the Bankruptcy Code. Except as provided in the Agreements, the Assigned Contracts are assignable notwithstanding any provisions contained therein to the contrary.
• The Debtor shall pay at Closing or within one (1) business day of the Closing Date the Cure Amounts related to the Assigned Contracts. Such payment shall constitute (a) the cure of any default existing prior to the Closing Date and (b) compensation or adequate assurance of compensation to any Contract Counterparty for any actual pecuniary loss resulting from a default prior to the Closing Date, within the meaning of Bankruptcy Code sections 365(b)(1) and 365(f)(2)(A).
• If the Purchaser or Backup Purchaser elects to have the Debtor assume and assign any executory contracts or unexpired leases other than the Assigned Contracts (the "Additional Contracts"), the Debtor shall provide notice to such counterparty, including the proposed Cure Amount. If a counterparty objects, the Debtor shall seek relief from the Court (an "Additional Contracts Motion").
• The Assigned Contracts shall be transferred to, and remain in full force and effect for the benefit of, the Purchaser or Backup Purchaser on an as-is basis and not subject to modification (unless otherwise agreed by the contract counterparty in its sole discretion).
• No Fees: There shall be no rent accelerations, assignment fees, increases, or any other fees charged to the Purchaser, Backup Purchaser, or the Debtor as a result of the assumption and assignment of the Assigned Contracts.
• Section 365(k): Upon Closing and payment of the applicable Cure Amount, the Purchaser or Backup Purchaser shall be deemed substituted for the Debtor as a party to the applicable Assigned Contracts, and the Debtor and its estate shall be relieved from any further liability thereunder.

Sale Free and Clear of Interests

• The conditions of Bankruptcy Code section 363(f) have been satisfied in full. The Debtor may sell the Assets pursuant to the Agreements free and clear of any Interests, other than Permitted Encumbrances, with all such Interests attaching to the proceeds of the Sale received by the Debtor, in the same order of priority and with the same validity, force, and effect that such Interests had prior to the Sale.
• Purchaser and Backup Purchaser would not have entered into the Agreements, and would not consummate the Transactions, if the Sale of the Assets was not free and clear of all Interests, other than Permitted Encumbrances.
• Upon Closing, the transfer of the Assets shall be free and clear of all Interests of any kind or nature whatsoever, including, without limitation: (a) successor or successor-in-interest liability; (b) Claims; and (c) any and all Contracts not assumed and assigned to the Purchaser or Backup Purchaser pursuant to the terms of the Agreements.
• The transfer of the Assets to the Purchaser or Backup Purchaser constitutes a legal, valid, and effective transfer of good and marketable title, and vests the Purchaser or Backup Purchaser with all right, title, and interest to the Assets, free and clear of all Interests (other than Permitted Encumbrances).

No Successor Liability

• Except for the Permitted Encumbrances, or as otherwise expressly provided in the Sale Order or the Agreements, the Purchaser or Backup Purchaser, and their affiliates, shall not assume or be responsible for any liability or obligation of the Debtor arising under or related to any of the Assets, including under any theory of antitrust, environmental, successor, or transferee liability, labor law, de facto merger, mere continuation, or substantial continuity.
• The Purchaser and its affiliates shall not be deemed, as a result of the Sale, to (a) be a legal successor to the Debtor or its estate by any theory of law or equity, (b) have, de facto or otherwise, merged with or into the Debtor, or (c) be an alter ego, mere continuation, substantial continuation, or successor of the Debtor in any respect.
• There is no continuity of enterprise between the Purchaser, Backup Purchaser, and the Debtor, and neither the Purchaser nor the Backup Purchaser is holding itself out to the public as a continuation of the Debtor.

Texas Taxing Authorities and Property Taxes

• To the extent any of the Debtor's furniture, equipment, and inventory is sold as part of the Assets, each respective Purchaser assumes the 2026 property tax liability and shall be responsible for paying the 2026 ad valorem taxes in full, in the ordinary course of business, when due.
• If not timely paid, the City of Houston, Houston City College, Houston Independent School District, and Town of Fairview (collectively, the "Texas Taxing Authorities") may proceed with non-bankruptcy collections against the applicable Purchaser without leave or approval of the Court.
• Any dispute regarding proration of ad valorem taxes shall have no effect on Purchaser's responsibility to pay the 2026 ad valorem taxes. The Texas Taxing Authorities shall retain any of their respective liens against the Assets, as applicable, until paid in full, including any applicable penalties or interest.

Post-Closing Arrangements

• Closing Statement: The Debtor shall file with the Court a true and correct copy of the closing statements for the Transactions no later than ten (10) days after the Closing Date.
• Effective Immediately: Pursuant to Bankruptcy Rules 6004(h), 6006(d), and 7062(g), the Sale Order shall not be stayed and shall be effective immediately upon entry. The Debtor and the Purchaser or Backup Purchaser are authorized to close the Sale immediately upon entry of the Sale Order, and may consummate the Agreements at any time thereafter by waiving any closing conditions not satisfied, without further notice to the Court or any party in interest.
• Reasonable Access to Records: For a period of one (1) year following the Closing, the Purchaser shall permit Seller's counsel and other professionals, counsel for any successor to Seller, and their respective professionals (collectively, "Permitted Access Parties") reasonable access to the financial and other books and records relating to the Purchased Assets or the Business.
• Automatic Stay: The automatic stay pursuant to Bankruptcy Code section 362 is modified and lifted with respect to the Debtor and Purchaser or Backup Purchaser, to the extent necessary, to (a) allow the Purchaser or Backup Purchaser to deliver any notice provided for in the Agreements, and (b) take any actions permitted under the Agreements.
• Retention of Jurisdiction: The Court shall retain jurisdiction to interpret and enforce the Sale Order and to adjudicate any disputes arising from or relating to the Agreements, the Transactions, or any other matters pertaining to the Sale.

Key Dates

• Petition Date: Feb. 25, 2026
• Sale Motion Filing Date: April 21, 2026
• Bid Procedures Order Entry: April 28, 2026
• Auction Date: May 8, 2026
• Sale Hearing: May 12, 2026, at 1:30 p.m.
• Cinemex Agreement and Backup Agreement Dated: May 13, 2026 (per Sale Order; the executed Cinemex Agreement bears an Effective Date of May 12, 2026, and the executed Backup Agreement bears an Effective Date of May 11, 2026)
• Sale Order Entry: May 13, 2026
• Outside Date (Cinemex Agreement): May 15, 2026; Outside Date (Backup Agreement): fourteen (14) calendar days following Purchaser's receipt of the Backup Bid Activation Notice
• Further Hearing/Status Conference: May 26, 2026, at 9:30 a.m.
• Closing Statement Filing Deadline: No later than ten (10) days after the Closing Date