Luminar Technologies - Chapter 11 Plan Terms

Plan Terms

Overview

• Each of Luminar Technologies, Inc.; LAZR Technologies, LLC; Luminar LLC; Condor Acquisition Sub I, Inc.; and Condor Acquisition Sub II, Inc. (collectively, the "Debtors") proposes a joint chapter 11 plan of liquidation (the "Plan") pursuant to section 1121(a) of the Bankruptcy Code.
  • The Petition Date is December 15, 2025, with respect to Luminar Technologies, Inc., LAZR Technologies, LLC, and Luminar, LLC, and December 31, 2025, with respect to Condor Acquisition Sub I, Inc. and Condor Acquisition Sub II, Inc.
• The Plan incorporates a Global Settlement among the Debtors, the ad hoc group of certain First Lien Noteholders and Second Lien Noteholders (the "Ad Hoc Noteholder Group"), and the official committee of unsecured creditors (the "Creditors' Committee," appointed December 30, 2025).
  • The Ad Hoc Noteholder Group is represented by Ropes & Gray LLP and Ducera Partners LLC.
  • The Creditors' Committee's advisors include Paul Hastings LLP, Alvarez & Marsal North America, LLC, and the Unsecured Notes Trustee and its counsel and agents.
  • The Debtors' advisors include Weil, Gotshal & Manges LLP, Triple P TRS, LLC, Jefferies LLC, King & Spalding LLP, and Omni Agent Solutions, Inc.
• Consent rights throughout the Plan are held by the Required Senior Secured Holders, defined as members of the Ad Hoc Noteholder Group that collectively beneficially own or control more than 51% of the aggregate amount of each of the First Lien Notes and Second Lien Notes held by the Ad Hoc Noteholder Group (prior to the Effective Date), or Holders that collectively hold more than 51% of the aggregate amount of each of the First Lien Liquidation Trust Interests and Second Lien Liquidation Trust Interests (after the Effective Date).

Global Settlement

• The Plan incorporates and implements a Global Settlement pursuant to Bankruptcy Rule 9019 among the Debtors, the Ad Hoc Noteholder Group, and the Creditors' Committee regarding, among other things:
  • The treatment of Allowed General Unsecured Claims;
  • The funding of the GUC Reserve;
  • The releases under the Plan;
  • The Ad Hoc Noteholder Group's consent to permit the Debtors to use cash collateral through the Effective Date; and
  • The agreed-upon reduction in the amount of Restructuring Fees and Expenses to be asserted by both Ropes & Gray LLP and Ducera Partners LLC.
• Entry of the Confirmation Order shall constitute an order authorizing and approving the Global Settlement in accordance with Bankruptcy Rule 9019.

Plan Settlement

• The Plan is proposed as a joint plan of liquidation for administrative purposes only and constitutes a separate chapter 11 plan for each Debtor. As a compromise and settlement of inter-Estate and inter-creditor issues, including whether the Debtors' liabilities and assets should be substantively consolidated for distribution purposes (the "Plan Settlement"), the following treatment applies:
  • All Assets of the Debtors shall be consolidated and treated as Liquidation Trust Assets irrespective of which Debtor owns such Assets;
  • Each General Unsecured Claim against any Debtor shall be deemed a single General Unsecured Claim against, and a single obligation of, the Debtors;
  • Any General Unsecured Claims on account of a guarantee provided by a Debtor of the obligations of another Debtor shall be treated as eliminated so that any Claim against any Debtor and any Claim based upon a guarantee thereof by another Debtor shall be treated as one Claim against a single consolidated Estate; and
  • Any joint or joint and several liability relating to a General Unsecured Claim shall be one obligation of the Debtors, and any Claims based upon such joint or joint and several liability shall be treated as one Claim against a single consolidated Estate.
• The Plan Settlement shall not result in the merger or otherwise affect the separate legal existence of each Debtor, other than with respect to distribution rights under the Plan.

Prepetition Debt Instruments

• First Lien Notes: Floating rate senior secured notes due August 15, 2028, issued under the First Lien Notes Indenture dated August 8, 2024, by and among Luminar Technologies, Inc., as issuer, certain subsidiary guarantors, and GLAS Trust Company LLC, as trustee.
  • The First Lien Noteholder Claim Amount consists of the Redemption Price on any remaining outstanding principal owed (after taking into account any payments made pursuant to an Asset Sale Offer before the Effective Date), plus unpaid fees, expenses, and indemnities of the First Lien Notes Agent, accrued and unpaid through the date of payment.
• Second Lien Notes: (i) 9.0% convertible second lien, senior secured notes due 2030 and (ii) 11.5% convertible second lien, senior secured notes due 2030, issued under the Second Lien Notes Indenture dated August 8, 2024, by and among Luminar Technologies, Inc., as issuer, certain subsidiary guarantors, and GLAS Trust Company LLC, as trustee.
  • The Second Lien Noteholder Claim Amount consists of remaining outstanding principal owed (after taking into account any Asset Sale Offer payments before the Effective Date), plus interest (including, if applicable, Default Interest), unpaid fees, expenses, and indemnities of the Second Lien Notes Agent, accrued and unpaid through the Petition Date, plus 50% of the Make-Whole Premium that would have otherwise been included in the calculation of the Redemption Price.
• Unsecured Notes: 1.25% convertible, senior notes due December 15, 2026, issued under an Indenture dated December 17, 2021, between Luminar Technologies, Inc., as issuer, and U.S. Bank Trust Company, National Association, as successor trustee.
  • The Unsecured Noteholder Claim Amount consists of outstanding principal owed, plus accrued and unpaid interest (at the applicable non-default rate), fees, and other amounts arising under the Unsecured Notes Indenture through the Petition Date.

Sale Transactions

• LiDAR Sale: Pursuant to a Purchase Agreement dated January 26, 2026, between MicroVision, Inc. and Luminar Technologies, Inc., the LiDAR assets were sold free and clear of liens, claims, interests, and encumbrances.
• LSI Sale: Pursuant to a Stock Purchase Agreement dated December 15, 2025, among Quantum Computing Inc. (as buyer), Luminar Technologies, Inc. (as seller), and Luminar Semiconductor, Inc., shares of stock of Luminar Semiconductor, Inc. were sold free and clear of liens, claims, interests, and encumbrances, with the net sale proceeds used to offer to purchase certain prepetition secured debt from holders thereof in accordance with the Asset Sale Offers.
• Before the Effective Date, the Debtors shall use commercially reasonable efforts to sell their interests in all of their Assets pursuant to any applicable Court order.

Treatment of Claims and Interests

• Administrative Expense Claims (Unclassified): Each Holder of an Allowed Administrative Expense Claim (other than Professional Fee Claims or Restructuring Fees and Expenses) shall receive Cash in an amount equal to the Allowed amount of such Claim from the Senior Claims Reserve, on the later of the Effective Date and 30 calendar days after such Claim becomes Allowed, or such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
  • Holders that fail to file and serve a request for payment by the Administrative Expense Claims Bar Date shall be forever barred from asserting such Claims.
• Priority Tax Claims (Unclassified): Each Holder shall receive Cash equal to the Allowed amount of such Claim, on the later of the Effective Date, 30 calendar days after such Claim becomes Allowed, and the date such Claim is due and payable in the ordinary course, or such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
  • Holders of Allowed Priority Tax Claims will receive interest after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code.
• Class 1 — Other Priority Claims (Unimpaired; presumed to accept): Each Holder shall receive payment in full in Cash or other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 2 — Other Secured Claims (Unimpaired; presumed to accept): Each Holder shall receive, at the option of the Debtors or Liquidation Trustee: (i) payment in full in Cash, (ii) treatment sufficient to render the Claim Unimpaired, or (iii) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code.
• Class 3 — First Lien Noteholder Secured Claims (Impaired; entitled to vote): Each First Lien Noteholder Secured Claim is Allowed in the amount of such Holder's First Lien Noteholder Secured Claim Amount. Each Holder shall receive its Pro Rata Share of the First Lien Liquidation Trust Interests.
  • First Lien Liquidation Trust Interests entitle Holders to share in the First Lien Liquidation Trust Recovery, consisting of Excess Cash allocated pursuant to the Waterfall until such Claims are paid in full.
• Class 4 — Second Lien Noteholder Secured Claims (Impaired; entitled to vote): Each Second Lien Noteholder Secured Claim is Allowed in the amount of such Holder's Second Lien Noteholder Secured Claim Amount. Each Holder shall receive its Pro Rata Share of the Second Lien Liquidation Trust Interests.
  • Second Lien Liquidation Trust Interests entitle Holders to share in the Second Lien Liquidation Trust Recovery, consisting of Excess Cash allocated pursuant to the Waterfall after First Lien Noteholder Secured Claims are satisfied in full.
• Class 5 — General Unsecured Claims (Impaired; entitled to vote): General Unsecured Claims include any prepetition, unsecured claim that is not a Subordinated Claim, Priority Tax Claim, Other Priority Claim, or Intercompany Claim, and include the First Lien Noteholder Deficiency Claims (if any) and Second Lien Noteholder Deficiency Claims. Each Holder shall receive its Pro Rata Share of the GUC Liquidation Trust Interests.
  • GUC Liquidation Trust Interests entitle Holders to their Pro Rata Share of the GUC Liquidation Trust Recovery, consisting of Cash from the GUC Reserve Assets and any proceeds thereof, net of costs and expenses incurred by the Liquidation Trust.
• Class 6 — Intercompany Claims (Unimpaired/Impaired; presumed to accept or deemed to reject): All Intercompany Claims shall be adjusted, Reinstated, or discharged (without any distribution) as determined by the Debtors or Liquidation Trustee.
• Class 7 — Intercompany Interests (Impaired; deemed to reject): All Intercompany Interests shall be cancelled, released, and extinguished on the Effective Date, with no distributions to Holders.
• Class 8 — Subordinated Claims (Impaired; deemed to reject): All Subordinated Claims (comprising Section 510(b) Claims and Section 510(c) Claims) shall be discharged, cancelled, released, and extinguished as of the Effective Date, with no distributions to Holders.
• Class 9 — Parent Interests (Impaired; deemed to reject): All Parent Interests shall be cancelled — on the Effective Date with respect to Unblocked Parent Interests, and after OFAC issues the OFAC License with respect to Blocked Parent Interests — with no distributions to Holders.
  • Blocked Parent Interests are those Interests in Luminar Technologies, Inc. subject to a blocking order issued by OFAC as of the Effective Date.

Liquidation Trust

• On or before the Effective Date, the Debtors and the Liquidation Trustee shall establish a Liquidation Trust for the benefit of Holders of Claims, the terms of which shall reflect the Global Settlement and be reasonably acceptable to the Debtors, the Required Senior Secured Holders, and the Creditors' Committee.
• The sole purpose of the Liquidation Trust is to implement the Plan on behalf of, and for the benefit of, its beneficiaries, and to serve as a mechanism for liquidating, converting to Cash, and distributing the Liquidation Trust Assets, with no objective to continue or engage in a trade or business.
• On the Effective Date, all Liquidation Trust Assets shall transfer to, and vest exclusively in, the Liquidation Trust. Liquidation Trust Assets include all Assets of the Debtors as of the Effective Date, including the Retained Causes of Action, the Senior Claims Reserve, the Wind Down Reserve, the Liquidation Reserve, the First Lien Reserve, the Second Lien Reserve, the GUC Reserve, and equity interests in non-Debtor Affiliates held by a Debtor.
• The Liquidation Trust Interests (consisting of the First Lien Liquidation Trust Interests, Second Lien Liquidation Trust Interests, and GUC Liquidation Trust Interests) shall be nontransferable and non-assignable except by will, intestate succession, or operation of law.
• On the Effective Date, the Debtors and/or the Liquidation Trustee shall cause Luminar Technologies, Inc. to issue new common stock (the "Parent Debtor Additional Stock") to the Liquidation Trust, such that the Liquidation Trust shall become the majority shareholder of the Parent Debtor.
• The Liquidation Trust shall be dissolved no later than five years from the date it is established, unless the Bankruptcy Court determines that a fixed period extension (not to exceed three years, together with any prior extensions) is necessary to facilitate or complete the recovery on, and liquidation of, the Liquidation Trust Assets.
• In no event shall any assets, funds, or proceeds held in the GUC Reserve be transferred into any other reserve or account established or maintained by the Liquidation Trustee or the Debtors.

Liquidation Trustee

• On the Effective Date, the Liquidation Trustee shall be appointed for each of the Debtors and the Liquidation Trust. The selection shall be mutually agreed upon by the Ad Hoc Noteholder Group and the Creditors' Committee and reasonably acceptable to the Debtors.
• Upon the Effective Date, the officers, directors, and managers of the Debtors and non-Debtor subsidiaries shall be relieved of all duties and deemed to have resigned, and the Liquidation Trustee shall become the sole officer, director, or manager of each such entity.
• The Liquidation Trustee shall allocate its time to different workstreams (Wind Down, Senior Claims, GUC Reserve, etc.) and its monthly fees and expenses shall be allocated accordingly.
• The Liquidation Trustee shall obtain the prior written consent of the Required Senior Secured Holders (so long as First Lien and Second Lien Noteholder Secured Claims have not been paid in full in Cash) for any amendment, modification, supplement to, or deployment of funds in excess of, the Wind Down Budget or the Wind Down Reserve, as well as any amendment to the Liquidation Trust Agreement.
• The Liquidation Trust shall indemnify and hold harmless the Liquidation Trustee and the Liquidation Trust Oversight Board, if any, for any losses incurred in such capacity, as set forth in the Liquidation Trust Agreement.

Liquidation Trust Oversight Board

• The Liquidation Trust Oversight Board, if any, shall have rights and powers relating to the supervision of the Liquidation Trustee with respect to (i) the General Unsecured Claims reconciliation process, (ii) the pursuit, abandonment, monetization, prosecution, adjudication, settlement, resolution, or liquidation of GUC Reserve Assets, and (iii) distributions to Holders of General Unsecured Claims.
  • No Liquidation Trust Oversight Board will be established to the extent the Creditors' Committee determines not to appoint directors or managers to serve thereon.
• The Liquidation Trust Oversight Board, if any, shall be comprised of three members selected by the Creditors' Committee, serving without compensation but entitled to reimbursement of reasonable costs and expenses, paid solely from the GUC Reserve Funding Amount.
• Decisions shall be made by majority vote; however, any decision that would materially alter the treatment of the First Lien Noteholder Deficiency Claims or Second Lien Noteholder Deficiency Claims shall require the prior written consent of the Required Senior Secured Holders.
• To the extent the Creditors' Committee determines not to appoint members, the Liquidation Trustee shall continue to administer the Liquidation Trust in its sole discretion, subject to its fiduciary duties to the Holders of Liquidation Trust Interests.

Waterfall

• Excess Cash (defined as Cash remaining on the Effective Date after funding the Professional Fee Escrow Account, the Wind Down Reserve, the Senior Claims Reserve, and the GUC Reserve Funding Amount, together with Post Effective Date Available Cash (Non-GUC Reserve Assets), Surplus Professional Fees, Surplus Wind Down Reserve, and Surplus Senior Claims Reserve) shall be allocated as follows:
  • First, to fund any deficits in the Senior Claims Reserve;
  • Second, to fund the First Lien Reserve;
  • Third, to fund the Second Lien Reserve; and
  • Fourth, as the GUC Residual Amount (if any), to be distributed as Post Effective Date Available Cash (GUC Reserve Assets).
• With respect to Post Effective Date Available Cash (GUC Reserve Assets):
  • First, to fund Creditors' Committee Fees in excess of the Creditors' Committee Fee Cap; and
  • Second, to fund the GUC Reserve.
• The GUC Residual Amount consists of any Excess Cash remaining after (i) any deficits in the Senior Claims Reserve are satisfied, (ii) Holders of First Lien Liquidation Trust Interests receive their Allowed First Lien Noteholder Secured Claims, and (iii) Holders of Second Lien Liquidation Trust Interests receive their Allowed Second Lien Noteholder Secured Claims.
• At the conclusion of the Wind Down, any residual amounts remaining in the Liquidation Trust shall be distributed to Holders of Allowed Claims in accordance with the Waterfall.

Wind Down

• Following the Effective Date, the Liquidation Trustee shall, in an expeditious but orderly manner, sell, abandon, wind down, dissolve, liquidate, or distribute any remaining assets of the Debtors' Estates and the Liquidation Trust Assets, resolve or wind down remaining liabilities, and dissolve any non-Debtor subsidiary in which the Debtors held equity.
• The Wind Down Amount shall not exceed $3,000,000.00, to be determined by the Debtors with the prior written consent of the Required Senior Secured Holders.
• The Wind Down Reserve shall be established on the Effective Date, consisting of the Wind Down Amount, held in a segregated account maintained by the Liquidation Trustee and used to administer the Wind Down pursuant to the Wind Down Budget.
  • The Wind Down Budget may be amended from time to time by the Liquidation Trustee with the prior written consent of the Required Senior Secured Holders, provided that the aggregate Wind Down Budget shall not exceed the Wind Down Amount.
• Wind Down Expenses shall not include costs associated with the reconciliation of General Unsecured Claims or the prosecution, settlement, administration, or liquidation of GUC Reserve Assets, which shall be paid solely from the GUC Reserve Assets.

GUC Reserve

• The GUC Reserve Funding Amount is $1,500,000.00, to be funded into the GUC Reserve on the Effective Date.
• The GUC Reserve is a segregated account maintained by the Liquidation Trustee for the sole and exclusive benefit of the Holders of GUC Liquidation Trust Interests.
• GUC Reserve Assets include the GUC Residual Amount (if any), the GUC Reserve Funding Amount, the Retained Causes of Action and their proceeds (including D&O Policy proceeds payable to the Estate on account of settlements or judgments from Commercial Tort Claims and other non-released claims, but excluding claims relating to the SAFE Note and the NEXT Note), and the Unencumbered Assets.
  • Unencumbered Assets include the Florida Property, unencumbered vehicles, Commercial Tort Claims, the Debtors' Citibank investment account number ending in x04259 as of the Effective Date, and all assets constituting "Excluded Collateral" under the First Lien Notes Documents and Second Lien Notes Documents.
• Compensation and reimbursement of the Liquidation Trustee for services rendered in connection with the reconciliation of General Unsecured Claims and the prosecution, settlement, administration, monetization, and/or liquidation of GUC Reserve Assets shall be paid solely from the GUC Reserve Funding Amount.
• The Liquidation Trustee may, subject to the approval of the Liquidation Trust Oversight Board (if any), make one or more interim distributions of GUC Reserve Assets to Holders of Allowed General Unsecured Claims in accordance with their Pro Rata Share of GUC Liquidation Trust Interests.

Professional Fees and Expenses

• The Creditors' Committee Fee Cap is $4,025,000.00.
  • If the aggregate Allowed Professional Fee Claims and Restructuring Fees and Expenses of the Creditors' Committee and Trustee Advisors (the "Creditors' Committee Fees") exceed the Creditors' Committee Fee Cap, such excess shall be paid in an amount not to exceed $200,000.00 from the first dollars to be distributed as Post Effective Date Available Cash (GUC Reserve Assets), prior to any other distributions therefrom. Such fees are not payable from the GUC Reserve Funding Amount.
• No later than the Effective Date, the Debtors shall fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Claims Estimate.
  • The amounts funded into the Professional Fee Escrow Account on account of the Creditors' Committee and Trustee Advisors shall be limited to the Creditors' Committee Fee Cap.
• None of the Debtors, the Liquidation Trustee, the Creditors' Committee and its members, the Ad Hoc Noteholder Group and its members, or their successors and assigns shall object to Professional Fee Claims so long as (i) the total amount requested by the Creditors' Committee and Trustee Advisors does not exceed $4,225,000.00 and/or (ii) only to the extent the Effective Date occurs on or before April 14, 2026, the Debtors' Advisors' aggregate Allowed Professional Fee Claims (excluding amounts paid pursuant to the Ordinary Course Professionals Retention Order) do not exceed $26,471,000.00.

Restructuring Fees and Expenses

• Restructuring Fees and Expenses include all outstanding prepetition and postpetition reasonable and documented fees and out-of-pocket expenses incurred by:
  • Ropes & Gray LLP;
  • The First Lien Notes Agent and Second Lien Notes Agent (solely to the extent the First Lien Notes Documents and Second Lien Notes Documents provide for payment of such fees by the Debtors, and to the extent paid as Restructuring Fees and Expenses, the corresponding Noteholder Claim Amount shall be reduced accordingly);
  • The Unsecured Notes Trustee (solely to the extent the Unsecured Notes Indenture provides for such payment, not to exceed $200,000.00, which shall be sourced from and reduce on a dollar-for-dollar basis the Creditors' Committee Fee Cap); and
  • Ducera Partners LLC, in accordance with a fee letter executed by Luminar Technologies, Inc. on November 6, 2025.
• All Restructuring Fees and Expenses shall be paid in full in Cash on the Effective Date or as soon as reasonably practicable thereafter, without any requirement for Bankruptcy Court review or approval.

D&O Policies

• All insurance policies issued to the Debtors as first named insured, including any D&O Policy, shall be deemed Executory Contracts, assumed by the applicable Debtors, and shall continue in full force and effect. On and after the Effective Date, the Liquidation Trust shall become liable for all of the Debtors' obligations under the insurance policies, and all such policies shall vest in the Liquidation Trust.
  • Coverage for defense and indemnity under the D&O Policy shall remain available to all individuals within the definition of "Insureds" in any D&O Policy.
  • After the Effective Date, all officers, directors, agents, or employees who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any D&O Policy (including any "tail" policy) for the full term of such policy.
  • Coverage under any D&O Policy in effect as of the Petition Date shall not be terminated or otherwise reduced.
• All D&O Indemnification Obligations (i.e., the Debtors' separate contractual or organizational indemnification obligations not sourced in any D&O Policy) shall be deemed rejected as of the Effective Date.
• Nothing shall impair the Liquidation Trustee's ability to assert on behalf of the Liquidation Trust any claims not otherwise released pursuant to section 11.6(a) of the Plan that are properly asserted under and/or covered by the D&O Policies, or to seek to recover the proceeds of the applicable D&O Policies on account of such claims.

Releases

• Released Parties include: (i) the Debtors; (ii) the Creditors' Committee and each of its members, solely in their capacities as such; (iii) the members of the Ad Hoc Noteholder Group; (iv) the First Lien Notes Agent and Second Lien Notes Agent, solely in their capacities as such; (v) the Unsecured Notes Trustee and its counsel and agents; and (vi) with respect to each of the foregoing, all Related Parties.
  • Any Person that opts out of the third-party releases shall not be deemed a Released Party. No Person on the Non-Released Parties Schedule shall be deemed a Released Party.
• Releasing Parties include: (i) the Released Parties; (ii) Holders of Claims or Interests whose vote is solicited but who do not vote and do not opt out; and (iii) Holders that vote to reject the Plan or that vote or are presumed to accept the Plan, but in each case do not opt out.
  • No Holders of Claims or Interests in Class 8 (Subordinated Claims) or Class 9 (Parent Interests), and no Persons on the Non-Released Parties Schedule, shall be deemed Releasing Parties.
• Debtor Releases: On the Confirmation Date and the Effective Date, the Debtors, the Estates, the Liquidation Trust, and the Liquidation Trustee shall be deemed to have released the Released Parties from any and all Claims, Causes of Action, and liabilities arising from any act or omission on or before the Confirmation Date or Effective Date.
  • The releases shall not apply to Claims arising from acts or omissions judicially determined to have constituted actual fraud, criminal misconduct, gross negligence, or willful misconduct, or to post-Effective Date obligations under the Plan.
  • In addition, the Debtors, the Estates, the Liquidation Trust, and the Liquidation Trustee shall be deemed to have released the Debtors' trade vendors from any and all Preference Actions.
• Third-Party Releases: As of the Effective Date, each Releasing Party is deemed to have released each Released Party from any and all Claims and Causes of Action arising from any act or omission on or before the Effective Date.
  • The releases shall not apply to Claims arising from acts or omissions judicially determined to have constituted actual fraud, willful misconduct, criminal misconduct, or gross negligence, or to post-Effective Date obligations under the Plan.
  • Any right held, retained, or preserved by the First Lien Notes Agent or Second Lien Notes Agent against the First Lien Noteholders and Second Lien Noteholders, respectively, shall not be released.
• The Plan does not grant the Debtors a discharge pursuant to section 1141(d) of the Bankruptcy Code.

Exculpation

• Exculpated Parties include: (i) the Debtors and (ii) the Creditors' Committee and each of its members, solely in their capacities as such.
• No Exculpated Party shall have or incur liability for any Cause of Action arising from the Petition Date through the Effective Date relating to, among other things, the Debtors or their Estates, the Liquidation Trust, the Chapter 11 Cases, the Disclosure Statement, or the formulation, preparation, negotiation, confirmation, and consummation of the Plan.
  • The exculpation shall not release any Entity from Claims arising from acts or omissions judicially determined to have constituted actual fraud, willful misconduct, or gross negligence, or from post-Effective Date obligations under the Plan.
• The Liquidation Trust Agreement shall provide that the Liquidation Trust Oversight Board, if any, shall be exculpated (subject to exceptions for willful misconduct, bad faith, gross negligence, or fraud) to the fullest extent allowable by applicable law.

Non-Released Parties

• The Non-Released Parties Schedule, set forth on Exhibit A to the Plan, excludes certain Persons from the definition of "Released Party." The Debtors shall not remove any Person from the Non-Released Parties Schedule absent the prior written consent of the Creditors' Committee.
  • Austin Russell is listed on the Non-Released Parties Schedule.
  • Any director or officer who was a former director or officer of a Debtor as of the Petition Date and is not a member of the Current Directors and Officers is also listed on the Non-Released Parties Schedule.
• No Person or Entity listed on the Non-Released Parties Schedule shall be a Related Party of, or an Affiliate of, any Released Party for the purposes of the Plan, including any releases, injunctions, and exculpations contained therein.

Retained Causes of Action

• All Causes of Action retained by the Debtors shall be transferred to the Liquidation Trust; provided that neither the Debtors nor the Liquidation Trustee shall retain any Causes of Action against any Released Party that is released pursuant to section 11.6(a) of the Plan.
• All claims or Causes of Action existing immediately before the Effective Date and not released under the Plan shall be retained by the Liquidation Trust, whether or not specifically identified on the Schedule of Retained Causes of Action.
• The Liquidation Trustee, on behalf of the Debtors, shall have, retain, reserve, and be entitled to assert all claims, Causes of Action, rights of setoff or recoupment, and other legal or equitable defenses as fully as if the Chapter 11 Cases had not been commenced.

Conditions Precedent to Effective Date

• The Effective Date is subject to the satisfaction or waiver of the following conditions precedent, among others:
  • Entry of the Cash Collateral Orders, which shall not have been modified, reversed, or vacated in a manner adverse to the First Lien and Second Lien Noteholders without express prior written consent of the Senior Secured Holders;
  • No continuing Termination Event under the Cash Collateral Orders;
  • Entry of the Disclosure Statement Approval Order and the Confirmation Order, each reflecting the Global Settlement and reasonably acceptable to the Debtors, the Required Senior Secured Holders, and the Creditors' Committee, with the Confirmation Order being a Final Order;
  • All Milestones met or waived;
  • All outstanding Restructuring Fees and Expenses paid;
  • The Professional Fee Escrow Account established and funded in Cash;
  • Execution of the Liquidation Trust Agreement and appointment of the Liquidation Trustee;
  • The Wind Down Reserve funded with the Wind Down Amount;
  • The Senior Claims Reserve established and funded;
  • The GUC Reserve established and funded with the GUC Reserve Funding Amount, the Retained Causes of Action, the Unencumbered Assets, and any proceeds thereof;
  • Only if the Effective Date occurs on or before April 14, 2026, the aggregate Allowed Professional Fee Claims of the Debtors' Advisors (excluding Ordinary Course Professionals) shall not exceed $26,471,000.00;
  • The Plan Supplement filed with the Bankruptcy Court and consistent in all material respects with the Plan; and
  • All necessary authorizations, consents, and governmental approvals obtained (except as otherwise provided with respect to the OFAC License).
• Each condition precedent may be waived by the Debtors with the prior written consent of (i) the Required Senior Secured Holders, (ii) with respect to certain conditions, the Creditors' Committee, and (iii) with respect to the condition relating to Restructuring Fees and Expenses due to the Unsecured Notes Trustee, the Unsecured Notes Trustee.

Plan Amendments and Governance

• The Plan may be amended, modified, or supplemented by the Debtors with the prior written consent of the Required Senior Secured Holders and, solely to the extent Plan modifications are inconsistent with the Global Settlement or materially adversely affect Holders of General Unsecured Claims, the Creditors' Committee.
• The Debtors reserve the right to revoke or withdraw the Plan before the Effective Date with the prior written consent of the Required Senior Secured Holders and the Creditors' Committee.
• On the Effective Date, the Creditors' Committee shall be deemed dissolved, and its members and their advisors released from all further authority and obligations, except with respect to (i) any continuing confidentiality obligations, (ii) reviewing and prosecuting Professional Fee Claims, (iii) participating in any appeals of the Confirmation Order, and (iv) participating in any pending adversary proceedings.
• The rights, duties, and obligations arising under the Plan shall be governed by the internal laws of the State of Delaware, except to the extent the Bankruptcy Code or other federal law is applicable.