Lurin Real Estate Holdings - Chapter 11 Bidding Procedures Summary

Round 2 Debtors Bidding Procedures Summary

Parties Involved

• Sellers: Lurin Real Estate Holdings XI, LLC and Lurin Real Estate Holdings XXXVIII, LLC (collectively, the "Round 2 Debtors"), which filed voluntary chapter 11 petitions on March 30, 2026, in the U.S. Bankruptcy Court for the Southern District of Texas.
• Debtors' counsel: Porter Hedges LLP ("PH"), Attn.: Joshua W. Wolfshohl and Megan Young-John, 1000 Main Street, Houston, Texas 77002.
• Debtors' broker: Marcus & Millichap Real Estate Investment Services ("M&M"), Attn.: Clifford "Ford" Braly IV, 300 Throckmorton Street, Suite 1500, Fort Worth, TX 76102, which shall coordinate all due diligence requests and substantive direct communications with Potential Bidders and Qualified Bidders.
• Stalking Horse Bidder(s): None designated as of the entry of the Bidding Procedures Order; the Round 2 Debtors are authorized, but not directed, to select one or more Stalking Horse Bidders.

Assets Being Sold

• Substantially all assets of the Round 2 Debtors, comprising certain real properties owned by the Round 2 Debtors located in Texas (the "Assets"), as described in Appendix 1 to the Bidding Procedures, including:
  • Villas del Tesoro (Prior Name: Enchanted Hills): a 229-unit fully affordable (Tax Credits) property located at 7802 Villa Cliff Drive, Dallas, TX 75228, in the Dallas - North market / Dallas - Lakewood submarket, completed in 1965, with an Improvements Rating of B-, Urban Location Class, 82.10% occupancy, and a 60% Average AMI Percent.
  • 46Eleven (Prior Names: Villa Evita, Oakdale Townhomes, Villa Pacifica Townhomes): a 79-unit property located at 4611 Samuell Blvd, Dallas, TX 75228, in the Dallas - Suburban market / Dallas - East submarket, completed in 1964, with an Improvements Rating of C+, Location Rating of B+, Urban Location Class, 57.0% occupancy, and a 42% Average AMI Percent
• The Round 2 Debtors may consider bids from multiple bidders (including multiple bids submitted by the same bidder) in any combination for the Assets, and may conduct one or more separate Auctions for the respective Sales.

Stalking Horse Bid

• The Round 2 Debtors are authorized, but not obligated, in the exercise of their business judgment, to (a) select one or more Potential Bidders to act as Stalking Horse Bidders and enter into a Stalking Horse Agreement with each, and (b) offer Bid Protections, comprising a Breakup Fee, Expense Reimbursement, and/or other appropriate and customary protections.
• If a Stalking Horse Bidder is designated, the Round 2 Debtors shall file and serve a Stalking Horse Notice on the U.S. Trustee and parties requesting notice under Bankruptcy Rule 2002, identifying the Stalking Horse Bidder, the material terms of the Stalking Horse Bid (including purchase price and Assets subject thereto), and the amount and terms of any Bid Protections, with a copy of the relevant Stalking Horse Agreement attached.
• For each respective Sale, the Stalking Horse Bidder (if any) shall be deemed a Qualified Bidder, the Stalking Horse Bid shall be deemed a Qualified Bid, and the Stalking Horse Bidder may participate in the applicable Auction.
• If no Qualified Bids other than a Stalking Horse Bid are received by the Qualified Bid Deadline, the Round 2 Debtors may cancel the Auction and designate the Stalking Horse Bid(s) as the Successful Bid(s), filing notice of any such cancellation with the Court within two (2) business days of such determination.

Bid Protections

• The total Bid Protections offered to any Stalking Horse Bidder shall not exceed:
  • 2% of the cash purchase price contemplated by the Stalking Horse Agreement for the Breakup Fee; or
  • In the case of a cash purchase price that clears all secured debt on the applicable Asset, 3% of the cash purchase price for the Breakup Fee, plus the lesser of (i) $250,000 or (ii) 1% of the cash purchase price for any Expense Reimbursement.
• Other than Bid Protections approved for an applicable Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, breakup, topping, termination, or other similar fee, and by submitting a bid, such person or entity is deemed to have waived any such request, including under section 503(b) of the Bankruptcy Code.

Credit Bid

• Any Qualified Bidder that holds a valid and perfected lien on any assets of the Round 2 Debtors' estates (a "Secured Creditor") and the right under applicable non-bankruptcy law to credit bid claims secured by such lien shall have the right to credit bid all or a portion of the value of such claims pursuant to section 363(k) of the Bankruptcy Code, with respect only to the collateral securing such claim.
• A credit bid shall not constitute a Qualified Bid unless it includes a cash component sufficient to pay in full all claims for which there are valid, perfected, and unavoidable liens on any assets included in such bid that are senior in priority to those of the Secured Creditor seeking to credit bid.
• KeyBank National Association (or its nominee, designee, or assignee, collectively "KeyBank"):
  • Has the absolute, unconditional, and continuing right, but not the obligation, to credit bid on a dollar-for-dollar basis pursuant to section 363(k), all or any portion of its secured claim;
  • Any credit bid submitted by KeyBank shall constitute a Qualified Bid and shall not be subject to the Potential Bidder Requirements, Bid Requirements, or other similar provisions of the Bidding Procedures;
  • KeyBank shall be entitled to submit a credit bid at any time, including at the Auction, without submitting a written bid, deposit, or other bid materials in advance of the Bid Deadline.
• If KeyBank submits a credit bid, such credit bid shall be subject to the Carve-Out (as defined in the Cash Collateral Order [Document 125]) for the relevant Debtor, such that to the extent the Carve-Out for professional fees has not been fully funded through deposits to the professional fee Escrow Account, the credit bid for such property must contain a cash component sufficient to cover any such funding shortfall.
• The Round 2 Debtors stipulated to KeyBank's secured claim for each respective Round 2 Debtor in paragraphs 28, 34, and 38 of the Cash Collateral Order.

Due Diligence

• All due diligence requests must be directed to M&M, which shall coordinate all requests for additional information and due diligence access on behalf of the Round 2 Debtors.
• The Round 2 Debtors will provide reasonable due diligence information, as requested in writing by each Potential Bidder, as soon as reasonably practicable, and shall post substantially all written due diligence provided to any Potential Bidder to the Round 2 Debtors' electronic data room.
• The due diligence period will end on the Qualified Bid Deadline, provided that the Round 2 Debtors will provide reasonable access to information reasonably requested by any Qualified Bidder thereafter.
• For any Potential Bidder who is a competitor or customer of the Round 2 Debtors (or affiliated with any such party), the Round 2 Debtors reserve the right to withhold or modify diligence materials they determine are commercially sensitive or otherwise inappropriate for disclosure.
• Potential Bidders may not, directly or indirectly, contact or initiate discussions with any customer, supplier, or contractual counterparty of the Round 2 Debtors without the Round 2 Debtors' prior written consent.
• There shall be no communications between or amongst Potential Bidders unless previously authorized in writing by the Round 2 Debtors. Any Potential Bidder approached by another Potential Bidder must immediately inform PH and M&M in writing. The Round 2 Debtors reserve the right to disqualify any Potential Bidder that engages in unauthorized communications.

Potential Bidder Requirements

• To participate in the bidding process (other than any Stalking Horse Bidder or KeyBank), each Potential Bidder must deliver the following Preliminary Bid Documents:
  • An executed Confidentiality Agreement in form and substance acceptable to the Round 2 Debtors;
  • A non-binding written indication of interest specifying the Assets to be acquired, the amount and type of consideration, and any other material terms;
  • Preliminary proof of financial capacity to close, which may include current audited or verified Financial Statements (or verified financial commitments) of the Potential Bidder or any guarantor, along with an overview of any recent transactions;
  • The identity of the Potential Bidder, including its legal name, jurisdiction and form of organization, ownership and capital structure, controlling persons, significant equity or debt investors, guarantors, and any known connections to the Round 2 Debtors, their advisors, any statutory committee, or any creditor or equity holder;
  • A list of names and contact information for any financial, legal, and other advisors engaged in connection with the proposed Sale; and
  • A description of the nature and extent of any due diligence the Potential Bidder wishes to conduct.
• The Round 2 Debtors, in their reasonable discretion, may waive some or all of the Potential Bidder requirements and may work with any Potential Bidder to cure deficiencies in the Preliminary Bid Documents.

Bid Requirements

• To be deemed a Qualified Bid, each Bid (other than a Stalking Horse Bid) must be a written, irrevocable, and binding offer satisfying, among other requirements, the following:
  • Identity: Full disclosure of the bidding entity and its shareholders, partners, investors, and ultimate controlling entities, evidence of legal authority to complete the transaction, and contact information for the persons whom M&M and PH should contact regarding the Bid.
  • Identity of Assets and Purchase Price: A clear statement of the Assets sought to be acquired, liabilities to be assumed, and the Purchase Price (cash and non-cash components), expressed as a specific U.S. Dollar amount (not a range), with an allocation among the Assets (which shall not be binding on the Round 2 Debtors).
  • Markup of the Purchase Agreement: Executed transaction documents, including a purchase agreement (and, where applicable, a markup of the Stalking Horse Agreement), with all proposed changes clearly marked, which may not be materially more burdensome than the form purchase agreement or Stalking Horse Agreement, as determined by the Round 2 Debtors in their reasonable business judgment.
  • Committed Financing: Documented committed debt and equity funding commitments sufficient to satisfy the Purchase Price and other obligations, not subject to internal approval, syndication, diligence, or credit committee approvals; the Round 2 Debtors may waive this requirement on a case-by-case basis.
  • Pro Forma Capital Structure: A description of the bidder's pro forma capital structure.
  • No Financing or Diligence Outs: No conditions on financing, internal approval, or due diligence; Potential Bidders are expected to have completed all business, legal, accounting, title, environmental, and confirmatory diligence by the Qualified Bid Deadline.
  • As-Is, Where-Is: Acknowledgment that the bidder has had an opportunity to conduct due diligence, has relied solely on its own independent review, and has not relied upon any statements or representations except as expressly stated in its proposed purchase agreement.
  • Authorization: Evidence of authorization or approval from shareholders, board of managers, or directors, as applicable, to submit the Bid and consummate the Sale.
  • Adequate Assurance of Future Performance: Identification of Contracts to be assumed and assigned, agreement to pay all Cure Costs, and demonstration that the bidder can provide adequate assurance of future performance.
  • Government and Other Approvals: Description of all required governmental, licensing, regulatory, or other approvals or consents, evidence of the ability to obtain them in a timely manner, and the estimated timeframe and basis for such estimate.
  • Compliance with Bankruptcy Code and Non-Bankruptcy Law: Acknowledgment of compliance with the Bankruptcy Code and applicable non-bankruptcy law, and that the bidder has not engaged in collusion, coordination, or unfair competitive practices.
  • Irrevocability: The Bid must be binding and irrevocable unless and until the Round 2 Debtors accept a higher Bid and the bidder is not selected as the Backup Bidder.
  • No Fees: Each Potential Bidder bears its own costs and expenses and waives any claim for breakup fees, expense reimbursement, or similar payments, including under section 503(b).
  • Joint Bids: The Round 2 Debtors may approve joint Bids in their reasonable discretion on a case-by-case basis.
  • Adherence to Bidding Procedures: Agreement to abide by the Bidding Procedures and not to reopen the Sale process or Auction after selection of the Successful Bidder.
  • Consent to Jurisdiction: Submission to the Court's jurisdiction and waiver of any right to a jury trial in connection with disputes relating to the Sale process.
  • Backup Bid: Agreement to serve as a Backup Bidder if the bid is the next highest or otherwise best Bid.
  • Expected Closing Date: Statement of the expected closing date of the applicable Sale.
• No later than two (2) business days following the Qualified Bid Deadline, the Round 2 Debtors shall determine which Potential Bidders are Qualified Bidders. If the Round 2 Debtors receive a Bid that does not satisfy the requirements of a Qualified Bid, the Potential Bidder shall be provided an opportunity to remedy any deficiencies prior to the Qualified Bid Deadline.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to ten percent (10%) of the Purchase Price, submitted by wire transfer of immediately available funds to an interest-free, separate, segregated account of the Round 2 Debtors (the "Good Faith Deposit").
• If a Qualified Bid (other than a Stalking Horse Bid) is modified to increase the Purchase Price, the Round 2 Debtors may require the Qualified Bidder to increase its Good Faith Deposit to equal 10% of the increased Purchase Price.
• The Round 2 Debtors may, on a case-by-case basis, waive the Good Faith Deposit requirement if a Qualified Bidder otherwise provides satisfactory evidence of sufficient internal resources or non-contingent funding commitments.
• If a Bid is determined not to be a Qualified Bid, the Round 2 Debtors will refund the deposit within five (5) business days after the Qualified Bid Deadline.
• Upon consummation of any Sale, the Successful Bidder's Good Faith Deposit will be credited to the purchase price. If the Successful Bidder fails to consummate the Sale due to its breach or failure to perform, the Good Faith Deposit shall be forfeited and irrevocably retained by the Round 2 Debtors, who reserve all rights and remedies, including damages and specific performance.
• The Good Faith Deposits of Qualified Bidders that are not Successful Bidders or Backup Bidders will be returned within five (5) business days after the applicable Auction or upon the permanent withdrawal of the proposed Sale; Backup Bidders' deposits will (unless they become Successful Bidders) be returned within five (5) business days after consummation of the applicable Sale or its permanent withdrawal.
• Each Good Faith Deposit shall be held in an interest-free segregated account and shall not be deemed property of the Round 2 Debtors' estates absent further order of the Court, except as otherwise provided.

Auction Details

• If one or more Qualified Bids are received by the Qualified Bid Deadline with respect to each Sale, the Round 2 Debtors shall conduct an Auction with respect to such Assets at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002, or such later time or other place as the Round 2 Debtors determine.
• Prior to each Auction, the Round 2 Debtors and their advisors will evaluate Qualified Bids and identify the highest or otherwise best Bid (the "Starting Bid"). Where a Stalking Horse Bidder is selected, the Starting Bid shall include the amount of the Stalking Horse Bid, plus the amount of any Bid Protections, plus a minimum overbid increment determined by the Round 2 Debtors and announced at the Auction.
• In evaluating Qualified Bids, the Round 2 Debtors will initially consider:
  • The amount of the Purchase Price;
  • The amount of secured claims satisfied by the Bid;
  • After payment of secured claims, the value to the Round 2 Debtors' estates, taking into account any Stalking Horse Bidder's rights to Bid Protections;
  • Proposed changes to the form purchase agreement and the comparative favorability of the terms versus any Stalking Horse Agreement; and
  • Transaction structure and execution risk, including conditions to, timing of, and certainty of closing; termination provisions; financing availability; and required governmental or other approvals.
• If multiple Qualified Bids provide a cash Purchase Price exceeding KeyBank's secured claim for the applicable Round 2 Debtor, additional factors include:
  • Assets and liabilities excluded from the Qualified Bid and any executory contracts, leases, or other liabilities proposed to be assumed;
  • Any benefit to the estates from any assumption or waiver of liabilities;
  • The certainty of the Qualified Bid leading to a confirmed chapter 11 plan; and
  • Any other factors the Round 2 Debtors may reasonably deem relevant consistent with their fiduciary duties.
• Auction Procedures, among others, include:
  • The Auctions will be conducted openly and transcribed or recorded;
  • Only Qualified Bidders, including any Stalking Horse Bidders, may bid at the Auctions;
  • Qualified Bidders shall appear in person, unless the Round 2 Debtors permit participation via remote video; remote bidding is permitted with the Round 2 Debtors' consent;
  • Bidding will begin at the applicable Starting Bid, with subsequent bids in minimum increments to be determined by the Round 2 Debtors and announced at the Auction;
  • Each Qualified Bidder will be permitted a reasonable time to respond to prior bids;
  • No Qualified Bidders may communicate, collude, or coordinate with one another, except that two or more Qualified Bidders may submit a combined bid with the Round 2 Debtors' approval;
  • The Auction will not close until all Qualified Bidders have been given a reasonable opportunity to submit an overbid, subject to the Round 2 Debtors' right to require last and final bids on a "blind" basis;
  • The Round 2 Debtors reserve the right to adjourn the Auction one or more times.
• When determining the highest or otherwise best Qualified Bid, the Round 2 Debtors may consider, among other factors: (a) the amount and nature of the total consideration; (b) the likelihood and timing of closing; (c) net economic effect of changes to value; (d) tax consequences; and (e) the certainty of confirming a chapter 11 plan.
• The Round 2 Debtors shall promptly file notice of the Successful Bid(s) and Successful Bidder(s) with the Court and seek Court approval at the applicable Sale Hearing to enter into definitive documentation on the terms of the Successful Bid(s) (the "Sale Order").
• The Qualified Bidder(s) submitting the second highest or otherwise best Bid(s) shall be designated the Backup Bidder(s) within one (1) business day after the conclusion of the Auction. Each Backup Bid must remain open and irrevocable until closing of the transaction with the applicable Successful Bidder. If a Successful Bidder fails to consummate, the Backup Bidder shall automatically be deemed to have submitted the Successful Bid and shall be required to consummate the applicable Sale without further order of the Court.

Assumption and Assignment Procedures

• The Round 2 Debtors shall file and serve a Cure Notice on the applicable Contract Counterparties via first class mail, electronic mail, or overnight delivery, identifying: (i) the Assigned Contracts that may be assumed and assigned; (ii) the applicable Contract Counterparties; (iii) the Round 2 Debtors' good faith estimate of the Cure Costs; and (iv) the deadline for filing a Cure Objection.
• Cure Objections must be in writing, comply with applicable Bankruptcy Rules and Local Rules, state with specificity the nature of the objection (and, if pertaining to Cure Costs, the alleged correct cure amount with supporting documentation), and be filed by the Cure Objection Deadline.
• Any Cure Objection that remains unresolved after the applicable Sale Hearing shall be heard at a later date as agreed by the parties or fixed by the Court. To the extent unresolved, the Contract may be conditionally assumed and assigned, subject to the Successful Bidder's consent. If a Cure Objection relates solely to Cure Costs (a "Cure Dispute"), the Contract may be assumed and assigned provided that the cure amount asserted (or such lower amount as agreed) is deposited in an interest-free segregated account pending resolution.
• If the Round 2 Debtors discover Contracts inadvertently omitted from the Cure Notice or inaccuracies in Cure Costs, they may file a Supplemental Cure Notice. Supplemental Cure Objections must be filed no later than fourteen (14) days following the filing of the Supplemental Cure Notice.
• Failure to timely file a Cure Objection or Supplemental Cure Objection will result in (i) the Cure Costs set forth in the applicable notice being controlling and (ii) the Contract Counterparty being deemed to have consented to the assumption and assignment and forever barred from objecting or asserting any other claims related to such Contract.
• Inclusion of an Assigned Contract in the Cure Notice does not obligate the Round 2 Debtors to assume any such Contract or constitute any admission that such Contract is an executory contract or unexpired lease. Only those Assigned Contracts included on a schedule attached to a Successful Bidder's Asset Purchase Agreement will be assumed and assigned.

Sale Free and Clear & Successor Liability

• The Round 2 Debtors seek to sell the Assets free and clear of any and all claims, interests, and encumbrances, including any successor liability.
• To the greatest extent allowable by applicable law, the Successful Bidder shall not be deemed, as a result of any action taken in connection with the Stalking Horse Agreement (or another Successful Bidder's purchase agreement), the consummation of the Sale, or the transfer or operation of the Assets, to (a) be a legal successor, or otherwise be deemed a successor to the applicable Round 2 Debtor (other than as an assignee under the Assigned Contracts arising after the effective date); (b) have, de facto or otherwise, merged with or into the Debtor; or (c) be an alter ego or mere continuation or substantial continuation of the Debtor, including, without limitation, within the meaning of any foreign, federal, state, or local revenue law, pension law, ERISA, COBRA, the WARN Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Federal Rehabilitation Act of 1973, the National Labor Relations Act, environmental liabilities, tax liabilities, or any products liability law or doctrine.
• All rights of any party to set off any claims, debts, or obligations owed by or to the Successful Bidder in connection with the Assets shall be extinguished on the effective date pursuant to the Sale Order.
• Other than as expressly set forth in the Stalking Horse Agreement (or another Successful Bidder's purchase agreement, as applicable) with respect to assumed liabilities, the Successful Bidder shall not have any responsibility for any liability or other obligation of the applicable Round 2 Debtor or related to the Assets, or any claims (as defined in section 101(5) of the Bankruptcy Code) against the applicable Round 2 Debtor or any of its predecessors or affiliates.

Reservation of Rights and Fiduciary Out

• The Round 2 Debtors reserve their rights to modify the Bidding Procedures in their reasonable business judgment consistent with their fiduciary duties, including by: (a) extending deadlines; (b) adjourning the Auction; (c) modifying the Auction Procedures; (d) canceling an Auction; (e) rejecting any or all Bids or Qualified Bids; and (f) adjusting the applicable minimum overbid increment, including by requesting last or final bids on a "blind" basis.
• The Round 2 Debtors reserve the right at any point prior to the selection of a Successful Bidder to terminate the respective Sale processes with respect to any or all Assets and seek to sell any or all Assets pursuant to section 363(b) of the Bankruptcy Code.
• To the extent there is any inconsistency between the Bidding Procedures Order or the Bidding Procedures and the Cash Collateral Order, the Cash Collateral Order shall control.
• Nothing in the Bidding Procedures shall require the Round 2 Debtors to take or refrain from taking any action that would be inconsistent with applicable law or their fiduciary obligations, and the Round 2 Debtors and their advisors retain the right to consider, respond to, and facilitate alternate proposals.

Key Dates

• Stalking Horse Bidder Designation Deadline: July 13, 2026
• Deadline to Object to Designation of any Stalking Horse Bidder: Within seven (7) days following the filing of the Stalking Horse Bidder Designation, no later than 5:00 p.m. (prevailing Central Time)
• Initial Cure Notice Deadline: July 27, 2026
• Qualified Bid Deadline: August 4, 2026, at 5:00 p.m. (prevailing Central Time)
• Initial Cure Objection Deadline: August 11, 2026, at 5:00 p.m. (prevailing Central Time)
• Auction (if applicable): August 24, 2026, at 10:00 a.m. (prevailing Central Time)
• Supplemental Cure Notice Objection Deadline (if applicable): Within fourteen (14) days following the filing of the Supplemental Cure Notice, no later than 5:00 p.m. (prevailing Central Time)
• Notice of Successful Bidder Deadline: Within one (1) business day after the conclusion of the Auction, or as soon as reasonably practicable thereafter
• Sale Objection Deadline: August 31, 2026, at 5:00 p.m. (prevailing Central Time)
• Sale Hearing: September 2, 2026, at 10:00 a.m. (prevailing Central Time), before the Honorable Alfredo R. Perez, U.S. Bankruptcy Court for the Southern District of Texas, Courtroom 400, 4th Floor, 515 Rusk Street, Houston, Texas 77002
• The foregoing dates and deadlines are subject to the Round 2 Debtors' right, with the consent of KeyBank National Association, to modify them without further order of the Court, provided that notice is given in accordance with the Bidding Procedures Order.

LAE Debtors Bidding Procedures Summary

Parties Involved

• Sellers: Lurin Real Estate Holdings XXI, LLC, Lurin Real Estate Holdings XXVIII, LLC, and Lurin Real Estate Holdings XXXIII, LLC (collectively, the "LAE Debtors"), as debtors and debtors in possession in chapter 11 cases jointly administered under Case No. 26-90344 (ARP) in the United States Bankruptcy Court for the Southern District of Texas.
• The LAE Debtors filed voluntary petitions for relief under chapter 11 on March 2 and 5, 2026.
• The LAE Debtors' counsel is Porter Hedges LLP, 1000 Main Street, Houston, Texas 77002, Attn.: Joshua W. Wolfshohl and Megan Young-John.
• Brokers:
  • For Latitude: Southwest Residential Partners Inc. d/b/a Newmark, 1700 Post Oak, 2 BLVD Place, Suite 400, Houston, TX 77056, Attn.: Matt Saunders.
  • For The Aria and The Emory: Cushman & Wakefield U.S., Inc., 2715 18th Place South, Homewood, AL 35209, Attn.: Craig Hey.

Assets Being Sold

• The bidding procedures contemplate one or more potential, separate auctions for the sale of certain real properties directly held by the LAE Debtors located in Texas and Florida. The LAE Debtors may consider bids from multiple bidders, including multiple bids submitted by the same bidder, in any combination for the assets.
• Latitude 2976: 734-unit multifamily property located at 201 Wilcrest Drive, Houston, TX 77042; completion year 1975; occupancy of 60.6%; average AMI percent of 62%.
• The Aria: 108-unit multifamily property (2 BR / 2 BA units at 980 sq. ft. each) located at 7861 318th Lane, Okaloosa County, Florida; year built 1999; total area of 105,840 sq. ft.; site size of 4.86 acres; occupancy of 84.3% as of Oct. 31, 2025; market rent of $1,819 per unit.
• The Emory: 200-unit multifamily property located at 3205 East Olive Road, Pensacola, Florida 32514, Escambia County; year built 1983; total area of 179,450 sq. ft.; site size of 16.59 acres; occupancy of 79.5% as of Oct. 31, 2025. Unit mix includes 80 units of 1 BR / 1 BA at 700 sq. ft., 81 units of 2 BR / 1 BA at 1,010 sq. ft., 14 units of 2 BR / 2 BA at 1,010 sq. ft., and 25 units of 2 BR / 2 BA at 1,100 sq. ft.

Stalking Horse Bidder Designation

• Pursuant to the bidding procedures, the LAE Debtors are authorized, but not directed, to select one or more bidders to act as stalking horse bidders and enter into stalking horse agreements with each such stalking horse bidder. The LAE Debtors are further authorized, but not directed, to offer bid protections to such stalking horse bidders.
• If a stalking horse bidder is designated, the LAE Debtors shall file with the Court and serve a Stalking Horse Notice identifying the stalking horse bidder, the material terms of the stalking horse bid (including the purchase price and assets subject to such bid), the amount and terms of any bid protections offered, and a copy of the relevant stalking horse agreement.
• Objections to the designation of a stalking horse bidder or the bid protections must be filed by the applicable deadlines. If no timely objection is filed (or if any objection is consensually resolved), the designation and bid protections shall be deemed approved without further Court action. If a timely objection remains unresolved, the Court will hold a hearing within five days after the objection deadline.
• Any stalking horse bidder shall be deemed a Qualified Bidder, and its stalking horse bid shall be deemed a Qualified Bid.

Bid Protections

• The total bid protections offered to any stalking horse bidder shall not exceed:
  • A breakup fee of 2% of the cash purchase price contemplated by the stalking horse agreement; or
  • In the case of a cash purchase price that clears all secured debt on the applicable asset, a breakup fee of 3% of the cash purchase price, plus an expense reimbursement equal to the lesser of (i) $250,000 or (ii) 1% of the cash purchase price.
• Other than bid protections approved for an applicable stalking horse bidder, no person or entity shall be entitled to any expense reimbursement, break-up fees, topping, termination, or other similar fee or payment. By submitting a bid, each bidder is deemed to have waived any right to request such fees.

Good Faith Deposit

• Each bid must be accompanied by a cash deposit equal to 10% of the purchase price, submitted by wire transfer of immediately available funds to an interest-free segregated account of the LAE Debtors.
• If a Qualified Bid is modified to increase the purchase price, the LAE Debtors reserve the right to require the bidder to increase its deposit to 10% of the increased purchase price. The LAE Debtors may, on a case-by-case basis, waive the deposit requirement if the bidder provides sufficient evidence of internal resources or non-contingent funding commitments.
• The deposit of a Successful Bidder shall be credited to the purchase price at closing. If a Successful Bidder fails to consummate the sale due to a breach, the deposit shall be forfeited and retained irrevocably by the LAE Debtors, who also reserve all rights and remedies against the defaulting bidder.
• Deposits of Qualified Bidders that are not Successful Bidders or Backup Bidders will be returned within five business days after the applicable auction. Deposits of Backup Bidders will be returned within five business days after consummation of the applicable sale.
• All deposits shall constitute proceeds of the applicable secured lender's collateral and shall be subject to such lender's liens and claims.

Bid Requirements

• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Fully disclose the identity of each entity and its shareholders, partners, investors, and ultimate controlling entities that will be bidding for or purchasing the assets.
  • Clearly state which assets the bidder seeks to acquire, which liabilities it agrees to assume, and the purchase price in a specific U.S. dollar amount (not a range), including an allocation among the assets sought.
  • Be accompanied by executed transaction documents, including an executed purchase agreement (or, if applicable, a markup of the stalking horse agreement), with any requested changes clearly marked.
  • Include committed financing documented to the LAE Debtors' reasonable satisfaction, not subject to any internal approval, syndication requirements, or credit committee approvals.
  • Include a description of the bidder's pro forma capital structure.
  • Not be conditioned on obtaining or sufficiency of financing, any internal approval, or the outcome or review of due diligence. Bidders are expected to have completed all due diligence by the Qualified Bid Deadline.
  • Include a written acknowledgement that the bid is made on an as-is, where-is basis.
  • Contain evidence of authorization or approval from the bidder's shareholders and/or board.
  • Identify the contracts to be assumed and assigned, provide for payment of all cure costs, and demonstrate adequate assurance of future performance.
  • Include a description of all governmental, licensing, regulatory, or other approvals required to close, together with an estimated timeframe for obtaining such approvals.
  • Be binding and irrevocable unless and until the LAE Debtors accept a higher bid and such bidder is not selected as the Backup Bidder.
  • Provide that the bidder will serve as a Backup Bidder if its bid is the next highest or otherwise best bid.
  • Waive any assertion or request for a breakup fee, transaction fee, termination fee, expense reimbursement, or any similar payment.
  • State the expected closing date.
• No later than two business days following the Qualified Bid Deadline, the LAE Debtors shall determine which bidders are Qualified Bidders and notify them accordingly.

Overbid

• In the event a stalking horse bidder is selected, the starting bid at the auction shall include the amount provided for in the stalking horse bid, plus the amount of any bid protections, plus a minimum overbid increment to be determined by the LAE Debtors in their business judgment and announced at each auction.
• Bids at the auctions must be made in minimum increments of such amount as the LAE Debtors determine.

Credit Bid

• Any Qualified Bidder that has a valid and perfected lien on any assets of the LAE Debtors' estates and the right under applicable non-bankruptcy law to credit bid claims secured by such lien shall have the right to credit bid all or a portion of its claims pursuant to section 363(k) of the Bankruptcy Code. A credit bid shall not constitute a Qualified Bid unless it includes a cash component sufficient to pay in full all claims with valid, perfected, and unavoidable liens that are senior in priority.
• KeyBank National Association ("KeyBank") and Federal National Mortgage Association ("Fannie Mae") shall have the absolute, unconditional, and continuing right to credit bid on a dollar-for-dollar basis all or any portion of their secured claims arising under their mortgage lien on the Latitude property, including any accrued interest, fees, costs, expenses, protective advances, and other amounts recoverable under the applicable loan documents.
• KeyBank and Fannie Mae shall be deemed Qualified Bidders for all purposes and shall be entitled to submit a credit bid at any time, including at the auction, without submitting a written bid, deposit, or other bid materials in advance of the Bid Deadline. Any credit bid submitted by KeyBank shall not be subject to the Potential Bidder Requirements, Bid Requirements, or other similar provisions of the Bidding Procedures.
• If KeyBank submits a credit bid, such credit bid shall be subject to the Carve Out for the relevant Debtor, such that the credit bid must contain a cash component sufficient to cover any funding shortfall for professional fees under the applicable Cash Collateral Order that have not been fully funded through deposits to the professional fee Escrow Account.

Auction Details

• If one or more Qualified Bids are received by the Qualified Bid Deadline for each sale, the LAE Debtors shall conduct an auction. If no Qualified Bids other than a stalking horse bid are received, the LAE Debtors may cancel the auction and designate the stalking horse bid as the Successful Bid.
• The auctions will be held at the office of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002. The auctions will be conducted openly and transcribed or recorded.
• Only authorized representatives of each Qualified Bidder (including any stalking horse bidders), the LAE Debtors, and their respective advisors shall be permitted to attend the auctions.
• Bidding will begin at the applicable Starting Bid, and each Qualified Bidder will be permitted a reasonable time to respond to previous bids. No Qualified Bidders may communicate with one another, collude, or otherwise coordinate for purposes of participating in an auction, except that two or more Qualified Bidders may coordinate to provide a combined bid with the LAE Debtors' approval.
• The auctions will not close until all Qualified Bidders have been given a reasonable opportunity to submit an overbid, subject to the LAE Debtors' right to require last and final bids on a blind basis. The LAE Debtors reserve the right to adjourn the auctions one or more times.
• In evaluating Qualified Bids, the LAE Debtors will consider: the purchase price; the amount of secured claims satisfied; the net economic effect upon the estates (taking into account any bid protections); the comparative favorability of the proposed purchase agreement terms; and transaction structure and execution risk, including conditions to closing, termination provisions, availability of financing, and required governmental approvals.
• In the event multiple Qualified Bids provide a cash purchase price exceeding KeyBank's secured claim for the applicable LAE Debtor, the LAE Debtors will also consider: the assets and liabilities excluded; any benefit from assumption or waiver of liabilities; the certainty of a Qualified Bid leading to a confirmed chapter 11 plan; and any other factors the LAE Debtors reasonably deem relevant.
• The Backup Bidder shall be required to keep its Qualified Bid open and irrevocable until the closing of the transaction with the Successful Bidder. If a Successful Bidder fails to consummate the purchase, the Backup Bidder will automatically be deemed to have submitted the Successful Bid and shall be required to consummate the sale without further Court order.

Assumption and Assignment

• The LAE Debtors shall file and serve a Cure Notice on non-Debtor contract counterparties listing the contracts that may be assumed and assigned in connection with the applicable sale, the proposed cure costs, and the deadline for objections.
• Cure Objections must be in writing, state with specificity the nature of the objection and, if pertaining to cure costs, the amount alleged to be owed together with supporting documentation, and be filed by the applicable Cure Objection Deadline.
• If no timely Cure Objection is filed, the cure costs set forth in the Cure Notice shall be controlling, and the counterparty will be deemed to have consented to the assumption and assignment and will be forever barred from asserting any additional claims or defaults related to such contract.
• If a Cure Objection cannot be resolved by the parties, the contract shall be assumed and assigned only upon satisfactory resolution, to be determined in the Successful Bidder's reasonable discretion. If a Cure Objection relates solely to cure costs, the contract may be assumed and assigned provided the disputed cure amount is deposited in an interest-free segregated account pending adjudication or consensual resolution.
• The LAE Debtors may, after consultation with the Successful Bidder, at any time before closing supplement the Cure Notice to add previously omitted contracts or modify previously stated cure costs. Objections to a Supplemental Cure Notice must be filed within 14 days of the filing of such notice.

Sale Free and Clear & Successor Liability

• The sale order is expected to provide that the Successful Bidder will have no responsibility for, and the assets will be sold free and clear of, any successor liability.
• To the greatest extent allowable by applicable law, the Successful Bidder shall not be deemed a legal successor to the Debtor, shall not be deemed to have merged with or into the Debtor, and shall not be deemed an alter ego or mere continuation of the Debtor, including within the meaning of any revenue, pension, employment, environmental, products liability, or tax laws.
• Other than assumed liabilities expressly set forth in the applicable purchase agreement, the Successful Bidder shall have no responsibility for any liability or obligation of the Debtor or related to the assets, and all setoff rights shall be extinguished on the effective date.

Secured Creditor Rights

• All proceeds of any sale shall be paid at closing to the applicable secured creditor to satisfy secured obligations in accordance with the relative priority of valid, perfected, and unavoidable liens, unless otherwise agreed in writing by the applicable secured creditor.
• All valid, perfected liens and security interests in the property subject to the sale shall attach to the proceeds with the same validity, priority, force, and effect as immediately prior to the sale.
• No sale shall be approved unless the purchase price is sufficient to satisfy in full the secured obligations of the applicable secured creditor or is otherwise consented to by the secured creditor.
• The LAE Debtors shall consult in good faith with the applicable secured creditor regarding all material aspects of the sale process, including bidder qualification, bid evaluation, and selection of the Successful Bidder.
• To the extent there is any inconsistency between the Bidding Procedures Order and the Cash Collateral Orders, the Cash Collateral Orders shall control.

Key Dates - Latitude

• Stalking Horse Bidder Designation Deadline: June 8, 2026
• Stalking Horse Objection Deadline: June 15, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: June 29, 2026
• Qualified Bid Deadline: July 7, 2026, at 5:00 p.m. CT
• Cure Objection Deadline: July 13, 2026, at 5:00 p.m. CT
• Auction (if applicable): July 16, 2026, at 10:00 a.m. CT
• Notice of Successful Bidder Deadline: July 17, 2026
• Sale Objection Deadline: July 23, 2026, at 5:00 p.m. CT
• Sale Hearing: July 30, 2026, at 9:00 a.m. CT

Key Dates - The Aria

• Stalking Horse Bidder Designation Deadline: July 2, 2026
• Stalking Horse Objection Deadline: July 9, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: July 27, 2026
• Qualified Bid Deadline: Aug. 4, 2026, at 5:00 p.m. CT
• Cure Objection Deadline: Aug. 10, 2026, at 5:00 p.m. CT
• Auction (if applicable): Aug. 13, 2026, at 10:00 a.m. CT
• Notice of Successful Bidder Deadline: Aug. 14, 2026
• Sale Objection Deadline: Aug. 21, 2026, at 5:00 p.m. CT
• Sale Hearing: Aug. 28, 2026, at 9:00 a.m. CT

Key Dates - The Emory

• Stalking Horse Bidder Designation Deadline: July 2, 2026
• Stalking Horse Objection Deadline: July 9, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: July 27, 2026
• Qualified Bid Deadline: Aug. 4, 2026, at 5:00 p.m. CT
• Cure Objection Deadline: Aug. 10, 2026, at 5:00 p.m. CT
• Auction (if applicable): Aug. 13, 2026, at 10:00 a.m. CT
• Notice of Successful Bidder Deadline: Aug. 14, 2026
• Sale Objection Deadline: Aug. 21, 2026, at 5:00 p.m. CT
• Sale Hearing: Aug. 28, 2026, at 9:00 a.m. CT

Fitzroy Bidding Procedures / Asset Purchase Agreement Summary

Background

• On June 19, 2026, the U.S. Bankruptcy Court for the Southern District of Texas entered the Order approving, among other things, bidding procedures for the sale of substantially all assets of Lurin Real Estate Holdings LXV, LLC, bid protections, contract assumption and assignment procedures, and authorization to designate a Stalking Horse Bidder [Docket No. 446] (the "Bidding Procedures Order").
• In accordance with the Bidding Procedures Order, the Debtors filed a notice [Docket No. 448] extending the deadline to select a Stalking Horse Bidder to June 29, 2026.
• The Debtors subsequently selected Weidner Real Estate Holdings LLC to act as the Stalking Horse Bidder, substantially on the terms of the Real Estate Purchase Agreement (the "Agreement"), which serves as the "stalking horse" bid in the sale process.

Parties Involved

• Seller: Lurin Real Estate Holdings LXV, LLC, a Delaware limited liability company, one of the affiliated Debtors whose chapter 11 cases are jointly administered under Case No. 26-90344 (filed March 20, 2026 in the Southern District of Texas, Houston Division).
• Purchaser: Weidner Real Estate Holdings LLC, a Delaware limited liability company (together with its permitted assign), as Stalking Horse Bidder.
• The Agreement is dated as of June 24, 2026.

Assets Being Sold

• The "Project" or "Property" consists of a multi-family apartment project known as "Fitzroy Grove," located at 2950 S. Fitzroy Place, Rogers, Arkansas 72758, together with the related real property, improvements, and certain personal property.
• The Property generally includes:
  • The Real Property and all appurtenant rights, and the buildings, structures, improvements, parking areas, and fixtures (the "Improvements").
  • The Personal Property, including fixtures, machinery, tools, signs, systems, equipment, office equipment, furnishings, furniture, inventories, and supplies used in connection with the operation of the Real Property.
  • Seller's interest in all Tenant Leases and related security deposits and prepaid rents ("Tenant Deposits").
  • Service Contracts, but only to the extent designated as Assumed Service Contracts under Paragraph 4.18.
  • To the extent assignable, Seller's Warranties and Guarantees and Permits relating to the Real Property, Improvements, and Personal Property, together with all Telephone Numbers owned by Seller and used solely in connection with the Real Property (other than Tenants' numbers and numbers also associated with operations other than the Project).
  • Intellectual Property relating solely to the Project, including the name "Fitzroy Grove," together with Promotional Materials and all marks, names, trade names, and logos used solely in connection with the Project.

Excluded Assets

• Cash, cash equivalents, and Seller's deposit/bank accounts (excluding Tenant Deposits and prepaid rents, which are instead credited against the Purchase Price). [Confirm exact scope — source Paragraph 1.2(a) is OCR-garbled in the provided copy.]
• Insurance policies, including rights to coverage and refunds of premiums (with insurance proceeds treated in accordance with Article 6).
• Seller's accounting and income tax records (except those necessary for the calculation of operating expenses for the Project).
• Plans and Studies and Promotional Materials to the extent not pertaining to the Project.
• Documents pertaining to existing ownership or management entities, including existing Project management contracts.
• All marks, names, trade names, and logos used in connection with the Project, except for the Intellectual Property.

Stalking Horse Bid

• The Purchase Price for the Project is $50,000,000.00, payable to Seller at Closing by wire transfer of immediately available funds to the Title Company, subject to Closing prorations and credits.

Earnest Money Deposit

• Purchaser shall deposit $5,000,000.00 (the "Earnest Money Deposit") with First American Title Insurance Company (the "Title Company") within two business days after the executed Agreement is deposited with the Title Company.
• $100.00 of the Earnest Money Deposit constitutes Independent Consideration for Purchaser's right to terminate prior to expiration of the Inspection Period; it is non-refundable, applicable to the Purchase Price at Closing, and disbursed to Seller upon any termination.
• The Earnest Money Deposit is held in an interest-bearing account and, following expiration or waiver of the Inspection Period, is non-refundable except in connection with a termination under specified provisions (Paragraphs 4.3, 4.15, 4.18, 6.1, 6.2, 6.3, 1.2 or 12.5).
• At Closing, the Earnest Money Deposit is applied as a credit against the Purchase Price.

Bid Protections

• Break-Up Fee: $1,500,000.00 (equal to 3% of the Purchase Price).
• Expense Reimbursement: up to an aggregate amount of $250,000.00, covering Purchaser's out-of-pocket costs and expenses incurred in connection with the negotiation, execution, and performance of the Agreement and its due diligence, including reasonable attorneys' fees, environmental consultant fees, engineering and inspection fees, and travel costs.
• The Break-Up Fee and Expense Reimbursement constitute super-priority administrative expenses under sections 503 and 507(b) of the Bankruptcy Code, senior to all other administrative expense claims of the Seller and not subject to impairment or discharge in the Bankruptcy Case.
• If the Agreement is terminated pursuant to Paragraph 12.4 or 12.5, Purchaser shall receive the Earnest Money and Seller shall pay the Break-Up Fee and Expense Reimbursement as liquidated damages, except that they are not payable if Seller terminates pursuant to Paragraph 7.1.
• Purchaser shall deliver reasonable supporting documentation for any claimed Expense Reimbursement within ten Business Days of Seller's written request.

Stalking Horse Objection

• Any objection to the designation of the Stalking Horse Bidder or to the Bid Protections (a "Stalking Horse Objection") must be filed no later than 5:00 p.m. (prevailing Central Time) on July 3, 2026 (the "Objection Deadline").
• If a timely Stalking Horse Objection is filed, the proposed designation and Bid Protections will not be deemed approved unless approved by separate order of the Court.
• If no Stalking Horse Objection is timely filed and served, the Debtors' selection of Weidner, entry into the Agreement, and the Bid Protections will be deemed approved without further order of the Court upon expiration of the Objection Deadline.

Alternate Bids and Auction

• The Agreement is subject to Seller's consideration of higher or better competing bids, and the Property will be subjected to further marketing and a competitive bidding process, including, under certain circumstances, an auction (the "Auction"), all in accordance with the Bidding Procedures.
• If Purchaser is not the successful bidder, Purchaser must serve as a back-up bidder (so long as its final bid is the next highest bid submitted) and keep its bid open and irrevocable until the earlier of (i) the second business day after closing of the sale with the bidder who submitted the Alternative Bid, and (ii) sixty days after the conclusion of the Auction.

Assumption and Assignment of Service Contracts

• Exhibit I sets forth all Service Contracts in effect as of the Effective Date, together with Seller's good-faith estimate of the cure amount required under §365(b)(1) of the Bankruptcy Code for each (each, an "Estimated Cure Amount").
• Purchaser shall notify Seller in writing no later than five Business Days prior to the sale approval hearing (the "Assumption Election Deadline"), designating each Service Contract as either an "Assumed Service Contract" or a "Rejected Service Contract." Any Service Contract not timely designated, not listed on Exhibit I, or not consented to by Purchaser is deemed a Rejected Service Contract.
• Service Contracts identified on Exhibit I as "Must-Take Service Contracts" shall be Assumed Service Contracts, which Purchaser may not designate as Rejected unless the Cure Amount for any individual Must-Take Service Contract exceeds $35,000 or the aggregate Cure Amounts for all Assumed Service Contracts exceed the Cure Cap.
• Seller is responsible for and shall pay all Cure Amounts for Assumed Service Contracts, up to the Cure Cap, and shall file a cure notice identifying all Assumed Service Contracts and the applicable Estimated Cure Amounts. Seller shall promptly provide Purchaser copies of all cure objections received and shall not settle any cure objection exceeding $15,000 without Purchaser's prior written consent.
• If the aggregate Cure Amounts exceed $200,000 (the "Cure Cap"), Purchaser may, within five Business Days of notice, either (i) request a dollar-for-dollar Purchase Price reduction for the excess (which Seller has two Business Days to accept, failing which Purchaser may terminate and receive a return of the Earnest Money Deposit), or (ii) waive the Cure Cap and proceed to Closing, with Purchaser responsible for Cure Amounts in excess of the Cure Cap. In lieu of terminating, Purchaser may instead remove one or more Assumed Service Contracts from the assumption schedule to bring the aggregate Cure Amounts within the Cure Cap, provided such removal is made before the deadline for filing amended assumption schedules.
• If any Cure Amount is subject to a pending objection or dispute as of Closing (a "Disputed Cure Claim"), the parties shall nevertheless proceed to Closing and Seller shall deposit the maximum Disputed Cure Claim amount into a Cure Escrow; the Cure Escrow obligation survives Closing.

Conditions to Closing

• Conditions precedent to Seller's obligations include that Purchaser's material representations are true and correct as of the Closing Date and that Purchaser has complied with its covenants in all material respects.
• Conditions precedent to Purchaser's obligations include that Seller's representations are true and correct in all material respects, that Seller has complied with its covenants in all material respects, that the Title Company is irrevocably prepared to issue its title policy subject only to the Permitted Exceptions, and that Seller has obtained Bankruptcy Court approval of the transaction (including issuance of the Sale Order).

Closing

• Closing shall occur on or before the later of (i) seven days after expiration or earlier waiver of the Inspection Period, and (ii) seven days after entry of the Sale Order.
• At Closing, Seller shall deliver a Special Warranty Deed conveying the Property in indefeasible fee simple, free and clear of any lien, encumbrance, or exception (pursuant to 11 U.S.C. § 363(f)) other than the Permitted Exceptions.

Closing Costs and Prorations

• Seller shall pay specified Closing costs, including its attorneys' fees, the cost of the title examination and the owner's policy premium, the costs of releasing the Project from existing mortgages and consensual liens, one-half of the Title Company's escrow/closing charges, and one-half of all transfer taxes, documentary stamp taxes, deed taxes, and deed recording fees (to the extent not exempt under section 1146(a) of the Bankruptcy Code or the Sale Order).
• Seller shall use diligent efforts to deliver all Vacant Units in Rent Ready Condition at Closing; if any Vacant Unit is not in Rent Ready Condition, Seller shall credit Purchaser the Rent Ready Credit ($1,200.00 per such Vacant Unit) at Closing. A "Vacant Unit" is a unit unoccupied as of Closing that was vacated by its most recent tenant at least ten days before Closing.
• Purchaser shall receive a credit against the Purchase Price equal to all Tenant Deposits (including prepaid rents) to which Tenants are entitled under the Tenant Leases.

Default and Remedies

• If Purchaser fails to consummate the Agreement for any reason other than Seller's default, Seller's sole remedy is to terminate and retain the Earnest Money Deposit as liquidated damages.
• If Seller fails to consummate the Agreement for any reason other than Purchaser's default, Purchaser's sole remedy is to select one of: (i) terminate, receive a refund of the Earnest Money Deposit, and be reimbursed for actual out-of-pocket third-party fees, costs, and expenses not to exceed $50,000.00 in the aggregate; (ii) purchase the Project notwithstanding the default; or (iii) enforce specific performance of Seller's obligation to convey the Project.
• In any litigation between the parties regarding the Agreement, the prevailing party is entitled to recover its costs and reasonable attorneys' fees, provided that Seller's attorneys' and professional fees related to the Bankruptcy Case remain Seller's responsibility.

Casualty and Condemnation

• If the Project is damaged by fire or other casualty prior to Closing, Closing is automatically extended on a day-by-day basis for up to fifteen days (extendable an additional fifteen days at Purchaser's election) while Seller determines the cost of repair, with termination and insurance-proceeds assignment rights keyed to whether the estimated repair cost is at least $1,000,000.00.
• In the event of condemnation or sale in lieu of condemnation of all or any material portion of the Project, each of Purchaser and Seller may, within ten days after notice, elect to terminate its obligations or have the Agreement remain in effect, with condemnation proceeds assigned to Purchaser if the parties proceed.
• In any casualty or condemnation, Seller's final decision and obligations, including disbursement of insurance or condemnation proceeds, are subject to the consent and approval of Seller's lender (the "Lender").

Sale Free and Clear and Successor Liability

• Seller is selling the Property free and clear of (i) all liens, interests, claims, or encumbrances, and (ii) successor, transferee, or vicarious liability of Seller, pursuant to 11 U.S.C. § 363(f) and otherwise.
• The Sale Order is to provide, among other things, that the Property is transferred free and clear of all liens, encumbrances (other than Permitted Exceptions), and claims; that Purchaser has acted in "good faith" and is entitled to the protections of section 363(m); that the Agreement is not subject to avoidance under section 363(n); and that the Bankruptcy Court retains jurisdiction over related disputes.
• The Agreement is an agreement for the sale of assets, and Purchaser shall not assume or be liable for any debts, liabilities, or obligations of Seller, including obligations to creditors, shareholders, or owners, obligations relating to acts or transactions occurring before, on, or after Closing, tax obligations, or contingent liabilities.

Broker Fees

• Seller and Purchaser each agree to pay any commissions they respectively contracted for; Seller agrees to pay the commission due to Cushman & Wakefield of Georgia, LLC (the "Broker") pursuant to a separate agreement.

Assignment

• Purchaser may not assign the Agreement without Seller's express written consent, which may be withheld in Seller's sole discretion, provided that Purchaser may, upon written notice, assign to an affiliate or to an entity in which Purchaser or an affiliate is the general partner or managing member, with such assignee assuming Purchaser's obligations in writing and Purchaser remaining liable.

Governing Law and Bankruptcy Matters

• The Agreement is governed by the substantive federal laws of the United States, including the Bankruptcy Code, and the laws of the state in which the Real Property is located, with the Bankruptcy Court retaining exclusive jurisdiction to enforce the Agreement and the Sale Order.
• If there is any conflict between the terms of the Agreement and any order issued by the Bankruptcy Court, the Bankruptcy Court's order controls.
• Seller will pursue diligently entry of the Bidding Procedures Order (including approval of the Break-Up Fee and Expense Reimbursement) and the Sale Order, unless Seller concludes in good faith, after consultation with its outside advisors, that doing so would be inconsistent with its fiduciary duties and a more favorable alternative transaction is reasonably available.

Lurin LXIV Sale to BDS V Mortgage Capital G LLC Summary

Case and Sale Overview

• Lurin Real Estate Holdings LXIV, LLC, referred to as the Morgan Debtor, filed its chapter 11 petition in the U.S. Bankruptcy Court for the Southern District of Texas on April 10, 2026.
• The Morgan Debtor commenced the case to conduct a postpetition marketing process and sell substantially all of its assets. Sale proceeds are intended to fund distributions under a plan.
• Keen-Summit Capital Partners LLC is serving as the Morgan Debtor’s broker and is leading the marketing process.

Assets Being Sold

• The Assets consist of a multifamily residential property located at 5473 27th Street S, St. Petersburg, Florida 33712, constituting substantially all of the Morgan Debtor’s assets.
• The Morgan Debtor may consider bids from multiple bidders, including multiple bids from the same bidder, in any combination for the Assets.

Bridge Credit Bid

• BDS V Mortgage Capital G LLC, or its nominee, designee, or assignee, referred to as Bridge, is deemed a Qualified Bidder and has submitted a credit bid under section 363(k) of the Bankruptcy Code comprising:
  • $41,081,036.63 on account of the Prepetition Loan Obligations; and
  • Any amounts owed to Bridge on account of DIP Advances.
• Any Qualified Bid must exceed the Bridge Credit Bid.
• Bridge must submit a purchase agreement for its credit bid by the Qualified Bid Deadline.
• If the professional-fee Carve-Out under the Final Cash Collateral Order has not been fully funded through deposits to the Professional Fee Account, the Bridge Credit Bid must include sufficient cash to cover the funding shortfall.
• As of the Petition Date, approximately $47,176,707.32 was owed under Bridge’s loan, consisting of:
  • $43 million in unpaid principal;
  • $3,725,039.58 in interest;
  • $208,471.29 in charges and fees;
  • $208,196.45 for repayment of a tax advance; and
  • $35,000 for a protective advance.

Potential Bidder Requirements and Due Diligence

• A prospective bidder must submit Preliminary Bid Documents that include:
  • An acceptable executed confidentiality agreement;
  • A nonbinding written indication of interest identifying the Assets sought, proposed consideration and other material terms;
  • Preliminary evidence of financial capacity to close;
  • Its legal name, organizational information, ownership and capital structure, controlling persons, significant investors or guarantors, and known connections to the Morgan Debtor, its advisors, any statutory committee, or the Morgan Debtor’s creditors or equity holders;
  • A list of its financial, legal and other advisors; and
  • A description of its requested due diligence.
• The Morgan Debtor may waive some or all of these requirements in its reasonable discretion and may permit a bidder to cure deficiencies.
• All substantive communications and diligence requests must be directed through Keen. The due diligence period ends at the Qualified Bid Deadline, although Qualified Bidders may receive reasonable access to requested information thereafter.
• Potential Bidders may not communicate with the Morgan Debtor’s customers, suppliers or contract counterparties without prior written consent and may not communicate among themselves without the Morgan Debtor’s prior written authorization.
• The Morgan Debtor may withhold or modify commercially sensitive diligence materials for bidders that are competitors, customers or their affiliates and may disqualify bidders that violate the communications restrictions.

Bid Requirements

• Each bid must be a written, irrevocable and binding offer that, among other requirements:
  • Discloses all participating entities, shareholders, partners, investors and ultimate controlling entities, together with evidence of authority to complete the transaction;
  • Identifies the Assets to be acquired and liabilities to be assumed;
  • States a specific purchase price in U.S. dollars, rather than a range, identifies all cash and noncash components and assumed liabilities, and allocates the price among the Assets sought;
  • Includes executed transaction documents and a marked copy reflecting all requested changes to the proposed purchase agreement;
  • Includes committed financing sufficient to satisfy the purchase price and other bid obligations, without internal approval, syndication, diligence or credit committee conditions, unless the Morgan Debtor waives this requirement;
  • Describes the bidder’s pro forma capital structure;
  • Contains no financing, internal approval or due diligence conditions and identifies any remaining conditions or material issues affecting closing certainty;
  • Acknowledges that the Assets are being acquired on an as-is, where-is basis following the bidder’s independent diligence;
  • Provides evidence of required corporate authorization;
  • Identifies contracts to be assumed and assigned, provides for payment of related Cure Costs and demonstrates adequate assurance of future performance;
  • Identifies required governmental, licensing, regulatory or other approvals and the expected timeframe for obtaining them;
  • Confirms compliance with the Bankruptcy Code and applicable nonbankruptcy law and that the bidder has not engaged in collusion, coordination or unfair competitive practices;
  • Provides that the bidder will serve as the Backup Bidder if its bid is the next highest or otherwise best bid; and
  • States the bidder’s expected closing date.
• The Morgan Debtor may approve joint bids in its reasonable discretion.
• Within two business days after the Qualified Bid Deadline, the Morgan Debtor will determine which bids qualify and notify the applicable bidders. A bidder submitting a deficient bid before the deadline will have an opportunity to cure the deficiencies before the deadline.

Good Faith Deposit

• Each bid must include a cash deposit equal to 10% of the purchase price, wired in immediately available funds to an interest-free segregated account.
• If a Qualified Bid is increased, the Morgan Debtor may require the bidder to increase its deposit to 10% of the revised purchase price.
• The Morgan Debtor may waive the initial deposit requirement on a case-by-case basis if the bidder provides satisfactory evidence of sufficient internal resources or noncontingent debt and/or equity commitments.
• The Successful Bidder’s deposit will be credited against the purchase price at closing. If the Successful Bidder fails to close because of its breach or failure to perform, the deposit will be forfeited, without limiting the Morgan Debtor’s other rights and remedies.
• Deposits from bidders that are neither the Successful Bidder nor the Backup Bidder will be returned within five business days after the Auction or permanent withdrawal of the proposed Sale. The Backup Bidder’s deposit will be returned within five business days after closing or permanent withdrawal of the Sale, unless it becomes the Successful Bidder.
• If a submitted bid is determined not to be a Qualified Bid, the Morgan Debtor will refund that bidder’s deposit within five business days after the Qualified Bid Deadline.

Bid Protections

• No bidder is entitled to a breakup fee, topping fee, transaction fee, termination fee, expense reimbursement or similar payment. Each bidder must bear its own costs and waive any request for such payment, including under section 503(b) of the Bankruptcy Code.

Bid Evaluation and Overbids

• Before the Auction, the Morgan Debtor and its advisors will identify the highest or otherwise best Qualified Bid as the Starting Bid and may negotiate with bidders before selecting the Successful Bidder.
• Evaluation considerations may include the amount and nature of the consideration, satisfaction of secured claims, value provided to the estate, proposed purchase agreement changes, excluded assets and liabilities, assumed contracts and liabilities, closing likelihood and timing, tax consequences, and certainty of confirming a chapter 11 plan.
• No fixed minimum overbid increment is specified. Auction bids must increase by an amount determined and announced by the Morgan Debtor at or before the Auction.

Auction and Successful Bid

• If one or more Qualified Bids are received by the Qualified Bid Deadline, the Morgan Debtor will conduct an Auction. If no Qualified Bids are received, the Morgan Debtor may cancel the Auction.
• The Auction will be held at Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002, unless the Morgan Debtor selects another time or place and provides notice. Qualified Bidders may participate remotely with the Morgan Debtor’s permission.
• The Auction will generally be open, transcribed or recorded, and limited to Qualified Bidders. Bidding will begin with the Starting Bid, and all Qualified Bidders will receive a reasonable opportunity to overbid before the Auction closes.
• The Morgan Debtor may require final bids on a blind basis and may adjourn, modify or cancel the Auction in accordance with its reasonable business judgment and fiduciary duties.
• The Auction will continue until the Morgan Debtor determines that one Qualified Bid is the highest or otherwise best bid and that further bidding is unlikely to produce a different acceptable result.
• The Morgan Debtor will promptly file notice of the Successful Bidder and seek approval of the Successful Bid at the Sale Hearing.

Backup Bid

• The Morgan Debtor will select the second highest or otherwise best bid as the Backup Bid within one business day after the Auction.
• The Backup Bid must remain open and irrevocable until the Successful Bidder closes, and the Backup Bidder’s deposit will remain in an interest-free segregated account during that period.
• If the Successful Bidder does not timely consummate the transaction after entry of the Sale Order, the Backup Bidder will automatically become the Successful Bidder and must close as soon as commercially practicable without a further Court order, subject to the Morgan Debtor filing notice with the Court.

Asset Purchase Agreement and Sale Approval

• The Morgan Debtor will file a proposed Sale Order and form of Successful Bidder Purchase Agreement before the Sale Hearing.
• The requested Sale Order would authorize the Morgan Debtor to enter into and perform under the Successful Bidder Purchase Agreement and deem its selection of the Successful Bid final, subject to the Backup Bid provisions and the Morgan Debtor’s fiduciary obligations.
• The Morgan Debtor also seeks a finding that the purchaser is entitled to the good-faith protections of section 363(m) of the Bankruptcy Code.

Assumption and Assignment

• The Cure Notice will identify contracts that may be assumed and assigned, the applicable counterparties, the Morgan Debtor’s proposed Cure Costs and the deadline to object to assumption, assignment, cure or adequate assurance.
• A Cure Objection must be filed in writing, state the specific basis for the objection and, if challenging Cure Costs, identify the asserted cure amount with supporting documentation.
• Unresolved objections may be heard after the Sale Hearing. A contract subject solely to a Cure Cost dispute may be assigned if the asserted cure amount, or a lower agreed amount, is deposited in an interest-free segregated account pending adjudication or consensual resolution.
• The Morgan Debtor may file a Supplemental Cure Notice before closing to add omitted contracts or revise Cure Costs. Supplemental Cure Objections are due by 5 p.m. prevailing Central Time 14 days after the Supplemental Cure Notice is filed.
• Failure to timely object will result in the applicable Cure Costs being deemed correct and consent to assumption and assignment, and will bar later challenges to the cure amount or the Successful Bidder’s adequate assurance of future performance.
• Listing a contract on a Cure Notice does not require its assumption or assignment. Only contracts included on the assumed-contract schedule attached to the Successful Bidder’s asset purchase agreement will be assumed and assigned.

Sale Free and Clear and Successor Liability

• The Morgan Debtor seeks authority to transfer the Assets free and clear of liens, claims, rights, interests, charges and encumbrances, other than any assumed encumbrances, with nonassumed interests either paid at closing or attaching to the net Sale proceeds, subject to the Morgan Debtor’s claims and defenses.
• The Sale Order is expected to provide, to the greatest extent permitted by applicable law, that the Successful Bidder is not a legal successor, alter ego, mere continuation or substantial continuation of the Morgan Debtor and bears no successor or vicarious liability except for expressly assumed liabilities and post-effective-date obligations under Assigned Contracts.

Reservation of Rights

• Subject to its fiduciary duties, the Morgan Debtor may extend deadlines, adjourn or cancel the Auction, modify Auction procedures, reject bids, adjust the minimum overbid increment or terminate the Sale process before selecting the Successful Bidder.
• At any time before entry of an order approving the Successful Bid, the Morgan Debtor may reject a bid that is inadequate, noncompliant with the Bankruptcy Code or Bidding Procedures, or contrary to the interests of its estate and creditors.
• If the Bidding Procedures or Bidding Procedures Order conflict with the Final Cash Collateral Order, the Final Cash Collateral Order controls.

Key Dates

• Bidding Procedures Hearing: August 7, 2026, at 3 p.m. CT
• Initial Cure Notice Deadline: August 14, 2026
• Qualified Bid Deadline: August 21, 2026, at 5 p.m. CT
• Initial Cure Objection Deadline: August 28, 2026, at 5 p.m. CT
• Auction, if applicable: September 4, 2026, at 10 a.m. CT
• Supplemental Cure Notice Objection Deadline, if applicable: 14 days after filing of the Supplemental Cure Notice, no later than 5 p.m. CT
• Successful Bidder Notice Deadline: Within one business day after the Auction, or as soon as reasonably practicable thereafter
• Sale Objection Deadline: September 11, 2026, at 5 p.m. CT
• Sale Hearing: September 16, 2026, at 11 a.m. CT