Luminar Technologies - Chapter 11 APA Summary

LiDAR Stalking Horse Designation

Note: Bidding Procedures Summary (Doc 119) appended below for context.

Parties Involved

• Sellers: Luminar Technologies, Inc. and its affiliates, including Luminar, LLC; BFE Acquisition Sub II, LLC; Condor Acquisition Sub I, Inc.; and Condor Acquisition Sub II, Inc.
• Purchaser: Quantum Computing Inc. ("QCi"), as the Stalking Horse Bidder (the "LiDAR Stalking Horse Bidder").
• The Stalking Horse Bidder is acquiring the "LiDAR Assets" pursuant to a Purchase Agreement dated Jan. 11, 2026.

Assets Being Sold

• The transaction contemplates the transfer of the "Transferred Assets," which include:
  • All inventory located in the United States;
  • Business Intellectual Property and Transferred Books and Records;
  • Training data, including lidar data and camera footage (subject to restrictions against using such data to identify or locate individuals);
  • Transferred Leased Real Property, Transferred Contracts, and Transferred Permits;
  • Accounts receivable (excluding those arising from Excluded Contracts);
  • Certain personal property, goodwill, and rights against third parties regarding Transferred Assets; and
  • Acquired Avoidance Actions against Transferring Employees or arising under Transferred Contracts (to be pursued solely as a defense).
• Excluded Assets include, among other items:
  • Cash and bank accounts;
  • Inventory located outside the United States;
  • Equity interests in any Excluded Subsidiary;
  • Insurance policies, tax refunds/attributes, and employee benefit plan assets;
  • Excluded Contracts and any accounts receivable arising therefrom; and
  • Avoidance Actions other than the specific Acquired Avoidance Actions.
• Assumed Liabilities include liabilities arising under Transferred Contracts post-closing, Cure Costs payable to the Buyer, the Buyer's share of Transfer Taxes, and liabilities relating to the ownership/operation of the business post-closing.
• Excluded Liabilities include indebtedness, transaction expenses, pre-closing accounts payable (other than Cure Costs), and liabilities related to employee benefit plans or employee agreements.

Stalking Horse Bid

• The purchase price (the "Closing Cash Consideration") is comprised of:
  • Cash consideration in the amount of $22 million; minus
  • 50% of the Closing Transfer Taxes.
• In addition to the cash consideration, the Purchaser will assume the Assumed Liabilities.

Good Faith Deposit

• The Stalking Horse Bidder is required to deposit $2.2 million (10% of the unadjusted cash consideration) into an escrow account.
• The deposit will be released to the Buyer or Seller upon the earlier of the Closing or the termination of the Stalking Horse Agreement.

Bid Protections

• Break-Up Fee: $660,000 (3.0% of the Closing Cash Consideration).
• Expense Reimbursement: Reasonable, out-of-pocket, and documented expenses up to $500,000.
• The Bid Protections are payable if the Stalking Horse Agreement is validly terminated under specific conditions (such as the Seller exercising a fiduciary out) and the Seller subsequently consummates an alternative transaction within a specified period (generally one year or three months, depending on the termination reason).

Overbid and Auction Process

• The Stalking Horse Bid is subject to higher or better offers ("Competing Bids") in accordance with the Bidding Procedures Order.
• Qualified Bidders may participate in an Auction regarding the LiDAR Assets.
• The Seller Parties reserve the discretion to determine if a bid constitutes a Competing Bid.

Assumption and Assignment

• The Sellers will file an "Available Contract Schedule" listing executory contracts and proposed Cure Costs, and serve a "Cure Notice" to counterparties.
• The Buyer is responsible for paying all Cure Costs on or before Closing.
• The Buyer holds the right to designate additional contracts for assignment or remove contracts from the list up to three business days prior to Closing (the "Designation Deadline"). Any contract not designated by this deadline will be deemed an Excluded Contract.

Sale Free and Clear & Successor Liability

• The assets are to be sold free and clear of all liens, claims, and encumbrances, other than Permitted Liens.
• The Sale Order shall contain findings that the Buyer is a "good faith" buyer entitled to protections under section 363(m) of the Bankruptcy Code.
• The Buyer will not be treated as a successor to the Sellers and will have no liability for the Sellers' obligations (including antitrust, environmental, labor, or de facto merger theories) other than those expressly assumed.

Post-Closing Arrangements

• Employee Matters:
  • "Continuing Employees" will receive a base salary/wage no less favorable than provided pre-closing and substantially comparable incentive compensation opportunities for 12 months post-closing.
  • Continuing Employees will receive service credit for vesting and eligibility purposes (but not benefit accrual) under Buyer Plans and will be immediately eligible to participate in such plans (with medical/dental effective the first of the month following Closing).
• Restrictive Covenants:
  • The Seller is subject to a non-compete and non-solicit agreement regarding the business and employees for three years following the Closing.
  • The agreement includes mutual non-disparagement obligations during the Restricted Period.

Key Dates

• Bid Deadline: Jan. 12, 2026, at 5:00 p.m. CT
• Auction (if necessary): Jan. 15, 2026, at 9:00 a.m. CT
• Sale Hearing: Jan. 27, 2026, at 2:30 p.m. CT
• Outside Date: March 31, 2026 (subject to automatic extension to April 30, 2026, if antitrust approval is pending).

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Bidding Procedures Summary (Doc 119, Published Dec. 31)

Parties Involved

• Sellers: Luminar Technologies, Inc. and its debtor affiliates, including LAZR Technologies, LLC and Luminar, LLC (collectively, the "Debtors").
• LSI Stalking Horse Bidder: Quantum Computing Inc.
• LiDAR Stalking Horse Bidder: The Debtors may designate one or more stalking horse bidders for the LiDAR Assets prior to the Stalking Horse Designation Deadline.

Assets Being Sold

• The sale contemplates substantially all of the Debtors’ assets, categorized as follows:
  • LSI Assets: Equity interests related to Luminar Semiconductor, Inc. ("LSICo"), the Debtors' Advanced Technologies and Services business segment. This includes chip design subsidiary companies (Optogration, Inc., Freedom Photonics LLC, EM4, LLC, and EMFOUR Acquisition Co., LLC) and assets held by those companies.
  • LiDAR Assets: Assets related to the Debtors' Light Detector and Ranging ("LiDAR") business segment.
  • Other Assets: Any other assets of the Debtors as determined by the Debtors in consultation with the Consultation Parties.
• Bidders may submit offers for the LSI Assets, the LiDAR Assets, or any other assets in whole or in part.

Stalking Horse Bid

• LSI Stalking Horse Bid:
  • The Debtors have selected the Stock Purchase Agreement with Quantum Computing Inc. as the stalking horse for the LSI Assets.
  • The purchase price consists of approximately $110 million in cash, subject to adjustments for unpaid transaction expenses, closing indebtedness, closing cash, and working capital deficits or surpluses.
• LiDAR Stalking Horse Bid:
  • If the Debtors receive a Qualified Bid for the LiDAR Assets that they determine is reasonable, they may designate a LiDAR Stalking Horse Bidder and enter into a corresponding agreement.
  • Secured noteholders may submit a Credit Bid to serve as a stalking horse for the LiDAR Assets but are not entitled to bid protections.

Bid Requirements

• To be deemed a "Qualified Bid," an offer must satisfy several requirements, including:
  • Binding Offer: The bid must be irrevocable, binding, and unconditional (excluding express conditions in the purchase agreement) and not subject to due diligence or financing contingencies.
  • Asset Specificity: The bid must clearly identify the assets to be acquired and liabilities to be assumed, including a price allocation if multiple assets are involved.
  • Documentation: A marked purchase agreement (redlined against the applicable Stalking Horse Agreement) and a 10% good faith deposit must accompany the bid.
  • Financial Capacity: Evidence of the bidder's capacity to consummate the transaction with cash on hand or committed financing documented to the Debtors' satisfaction.
  • Minimum Value: For non-Stalking Horse bids, the value must be greater than or equal to the sum of the applicable Stalking Horse Bid, plus $500,000, plus the applicable Termination Fee.
  • Regulatory Approvals: Evidence of the ability to obtain necessary regulatory approvals, including Hart-Scott-Rodino filings.
  • Adequate Assurance: Financial information sufficient to demonstrate adequate assurance of future performance for assumed contracts.

Good Faith Deposit

• Amount: 10% of the proposed purchase price.
• Form: Cash deposited with an escrow agent selected by the Debtors.
• Adjustments: If a Qualified Bid is increased at auction, the deposit must be adjusted to maintain the 10% threshold.
• Disposition:
  • Applied to the purchase price for the Successful Bidder.
  • Returned to Back-Up Bidders within 10 business days of the Back-Up Termination Date.
  • Forfeited if a Qualified Bidder attempts to withdraw its bid or fails to close the transaction.
• Exception: Noteholder Credit Bids are not required to submit a deposit.

Credit Bid

• Any prepetition secured party may credit bid all or a portion of their claims for collateral in which they hold a perfected security interest pursuant to section 363(k) of the Bankruptcy Code.
• A Credit Bid must include a cash component sufficient to satisfy any applicable Termination Fee.
• Secured noteholders may credit bid to become a stalking horse for the LiDAR Assets but will not receive bid protections.

Bid Protections

• LSI Stalking Horse Protections:
  • Break-Up Fee: 3% of the Closing Cash Consideration.
  • Expense Reimbursement: 2% of the Closing Cash Consideration.
  • These fees are granted superpriority administrative expense status.
• LiDAR Stalking Horse Protections:
  • The Debtors are authorized to negotiate protections, subject to a Break-Up Fee cap of 3% of the purchase price and an Expense Reimbursement cap of $500,000.
• General: No other bidders are entitled to expense reimbursements or break-up fees.

Overbid & Auction Details

• Auction Trigger: An auction will be held if more than one Qualified Bid is received for any assets. If only the Stalking Horse Bid is received, no auction will occur.
• Bidding Increments:
  • For LSI Assets, the minimum overbid increment is $500,000.
  • For other assets, increments will be determined by the Debtors.
• Credit for Stalking Horse: When bidding at the auction, a Stalking Horse Bidder is entitled to a "credit" equal to the amount of its applicable Termination Fee.
• Evaluation: The Debtors will evaluate bids based on financial and contractual terms, speed, and certainty of closing to determine the Successful Bid and Back-Up Bid.

Assumption and Assignment

• Cure Notices: The Debtors will file and serve Cure Notices listing assigned contracts and proposed cure costs by January 9, 2026.
• Objections: Counterparties must file objections to cure costs or adequate assurance within 10 days of service. Failure to object constitutes consent.
• Supplemental Notices: If additional contracts are identified or cure costs modified, the Debtors will file Supplemental Cure Notices.

Sale Free and Clear

• The assets will be sold free and clear of all liens, claims, interests, and encumbrances, with such liens attaching to the sale proceeds with the same validity and priority.

Consultation Parties

• The Debtors will consult with the following parties throughout the sale process:
  • Advisors to the Ad Hoc Noteholder Group (Ropes & Gray LLP and Ducera Partners LLC).
  • Legal advisor to the Official Committee of Unsecured Creditors.
• Consultation rights for the Ad Hoc Noteholder Group Advisors terminate if any member of the group submits a bid.

Key Dates

• Stalking Horse Designation Deadline (LiDAR): December 29, 2025 (extendable to Bid Deadline if no designation made)
• Bid Deadline: January 9, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: January 9, 2026
• Qualified Bidder Designation Deadline: January 13, 2026
• Auction (if needed): January 15, 2026, at 9:00 a.m. CT
• Sale Objection Deadline: January 20, 2026, at 4:00 p.m. CT
• Sale Hearing: January 27, 2026, at 2:30 p.m. CT