Poolin Technology PTE. Ltd - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Poolin Technology Pte. Ltd., a Singapore private limited company; Lonestar Dream Inc.; and Lonestar Taproot LLC, as debtors and debtors in possession
• Purchaser: Thor CALAP, LLC, as Stalking Horse Bidder
• The Debtors filed voluntary chapter 11 petitions on July 22, 2026 in the U.S. Bankruptcy Court for the District of New Jersey and continue to operate their businesses and manage their property as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code. The cases are jointly administered under Case No. 26-18325 (EJO) before the Honorable Eamonn J. O'Hagan.
• The Court entered the Bidding Procedures Order on August 17, 2026, granting the Motion, approving the Bidding Procedures in all respects as governing all Bidders and Bids (including those submitted by Qualified Bidders at the Auction), and overruling all objections not withdrawn, waived, or settled prior to or at the hearing.
• The Court found that the Stalking Horse APA was negotiated in good faith and at arm's length, and that the Stalking Horse Bidder and its counsel and advisors acted in "good faith" within the meaning of section 363(m) of the Bankruptcy Code in connection with the negotiation of the Bid Procedures and entry into the Stalking Horse APA.
• The Court further found, particularly in light of the extensive marketing of the Assets undertaken by the Debtors and their advisors prior to entry of the Order, that the Bidding Procedures enable the Debtors to maximize value for all stakeholders, constitute a reasonable, sufficient, adequate, and proper means of providing competing bidders an opportunity to bid, and are fair, reasonable, and appropriate and represent the best available method for maximizing value for the estates.
• The Debtors will exercise consultation rights with the Official Committee of Unsecured Creditors throughout the marketing, bidding, and auction process.

Assets Being Sold

• The Debtors intend to sell all, substantially all, or a portion of their Assets, subject to competitive bidding and Court approval.
• The Debtors have entered into two asset purchase agreements with Thor CALAP, LLC — one for the Tarbush Assets (the "Tarbush APA") and one for the Pyote Assets (the "Pyote APA," together with the Tarbush APA, the "Stalking Horse APA") — which collectively contemplate the sale of substantially all of the Debtors' Assets.
• The Debtors, in consultation with the Committee, reserve the right to sell the Assets to multiple Qualified Bidders in separate lots and to link Qualified Bids together, and will determine the highest or otherwise best offer for the Purchased Assets and, if applicable, other of the Debtors' assets.

Stalking Horse Bid

• Thor CALAP, LLC is designated and approved as the Stalking Horse Bidder for the Assets pursuant to the terms of the Stalking Horse APA, subject to higher or otherwise better offers in accordance with the Stalking Horse APA and the Bidding Procedures. The Debtors are authorized to enter into the Stalking Horse APA and to comply with all obligations set forth in the applicable Stalking Horse APA that are intended to be performed prior to entry of the Sale Order(s).
• The Stalking Horse Bidder is deemed a Qualified Bidder and the Stalking Horse Bid (including as it may be increased at any Auction) is deemed a Qualified Bid, in each case without regard to the requirements or conditions otherwise applicable to Potential Bidders and without further action by the Stalking Horse Bidder. That status cannot be abrogated by any subsequent amendment or modification of the Bidding Procedures by the Debtors. The Stalking Horse Bidder is likewise a Potential Bidder and need not submit Preliminary Bid Documents.
• The Court found that the Stalking Horse APA represents the highest or otherwise best offer received to date for the Assets designated for purchase thereunder, provides a floor for a further marketing and auction process, and that, absent the Stalking Horse APA, the Debtors are at significant risk of realizing a lower price for such Assets. The Court further found that the Stalking Horse Bid will enable the Debtors to minimize disruption to their restructuring and/or sale process and secure a fair and adequate baseline bid for the Assets at any Auction, and that pursuit of the Stalking Horse Bidder and the Stalking Horse APA is in the best interests of the Debtors, their estates, and their creditors and reflects a sound exercise of the Debtors' business judgment.
• Subject to final approval at the Sale Hearing, the Debtors are authorized under sections 105(a) and 363(b) of the Bankruptcy Code to enter into and perform the Stalking Horse APA, subject to the solicitation of higher or otherwise better bids at the Auction.
• The Stalking Horse APA may be modified, amended, or supplemented by the parties in accordance with its terms without further Court order; provided that the parties may not amend the Purchase Price or Bid Protections, or make any other changes materially adverse to the Debtors, without further Court order and notice to the U.S. Trustee and the Committee.
• The Bid Procedures Order does not approve the Sale of the Assets under the Stalking Horse APA or authorize consummation of the Sale; such approval and authorization will be considered only at the Sale Hearing, with all parties' objection rights reserved.

Bid Protections

• Expense Reimbursement: The Debtors are authorized to grant an Expense Reimbursement to the Stalking Horse Bidder, payable in the event the Stalking Horse Bidder is not the Winning Bidder, from the proceeds of the cash portion of the purchase price of the applicable Winning Bid upon closing of the Sale. Neither the amount nor a cap on the Expense Reimbursement is stated in the Order or the Bidding Procedures.
• The Stalking Horse Bidder must provide supporting invoices to the Debtors, the U.S. Trustee, and the Committee prior to payment, and those parties have five business days to object to payment.
• Break-Up Fee: The Order authorizes only the Expense Reimbursement as a bid protection for the Stalking Horse Bidder; no break-up fee, topping fee, or termination fee is authorized or referenced (the defined term "Bid Protections" originates in the Motion, which is not part of the Order or the Bidding Procedures). No Qualified Bidder other than the Stalking Horse Bidder is in any event entitled to any Bid Protections, and no person or entity other than the Stalking Horse Bidder is entitled to any expense reimbursement, break-up fee, topping or termination fee, or similar payment; by submitting a Bid, each bidder is deemed to have waived any right to request such fees, whether under section 503(b) of the Bankruptcy Code or otherwise.
• The Court found the Expense Reimbursement to be an actual and necessary cost of preserving the estates under sections 503(b) and 507(a)(2), commensurate with the benefits conferred, fair and reasonable in light of the size and nature of the proposed Sale, and necessary to induce the Stalking Horse Bidder to pursue a Sale and be bound by the Stalking Horse APA.
• If the Stalking Horse Bidder submits a higher bid, it may (but is not required to) credit the amount of the Bid Protections in determining whether it has topped the previous bid by the required amount.

Overbid

• To qualify as a "Topping Bid," a Bid must provide consideration at closing equal to or in excess of the sum of (i) the Stalking Horse Bid, (ii) the Expense Reimbursement, and (iii) an incremental overbid of $250,000 for the Pyote Assets and $500,000 for the Tarbush Assets (the "Minimum Increment"), which may be adjusted for any Bid relating to Assets not contemplated to be sold under the Stalking Horse APA. The dollar amounts of the Stalking Horse Bid and the Expense Reimbursement are not disclosed in the Order or the Bidding Procedures, so the resulting Topping Bid threshold cannot be calculated from those documents.
• The Cash Consideration of any Qualified Bid for all or any portion of the Assets must be no less than the amount necessary to satisfy the Expense Reimbursement and must constitute a Topping Bid with respect to the applicable Assets.
• Bidding at the Auction will commence at the Baseline Bid, with each subsequent Overbid required to exceed the Baseline Bid or prior Overbid by at least the Minimum Increment. The Debtors, in consultation with the Committee, may reduce or increase the Minimum Increment in their discretion at the Auction.
• Each Overbid must remain open and binding until (a) the Debtors accept another Qualified Bidder's bid as an Overbid and (b) the prior Overbid is not selected as the Back-Up Bid.

Good Faith Deposit

• Each Bid, other than the Stalking Horse Bid, must be accompanied by a good faith deposit by wire transfer or certified check payable to the Debtors equal to 5% of the cash consideration of the Bid, to be deposited no later than September 8, 2026, at 5:00 p.m. (EST) with the Debtors or their Escrow Agent.
• If a Bid is modified at or prior to the Auction in a manner that increases the proposed purchase price, the Debtors may, in consultation with the Committee, require the bidder to increase its Good Faith Deposit to 5% of the increased aggregate purchase price no later than one business day following the conclusion of the Auction.
• Deposits are held in escrow and do not become property of the estates except as provided in Section 4(i) of the Bidding Procedures.
• Deposits of Qualified Bidders other than the Winning Bidder and Back-Up Bidder will be returned within five business days following entry of an order authorizing the Sale to the Winning Bidder; the Back-Up Bidder's deposit will be returned within five business days after its Back-Up Bid is no longer required to remain open and irrevocable.
• The Winning Bidder's deposit will be credited against the Purchase Price.
• A deposit will be forfeited if a Qualified Bidder attempts to withdraw its Bid, except as permitted by the Bidding Procedures, during the period the Bid remains binding and irrevocable, in which case the Debtors and their estates are entitled to retain it as partial compensation for the damages caused by the bidder's failure to adhere to the Bidding Procedures and/or its Qualified Bid. Separately, if the Winning Bidder (or the Back-Up Bidder, as applicable) fails to consummate the Sale, its deposit is irrevocably forfeited to the Debtors and may be retained as liquidated damages, in addition to any and all rights, remedies, or causes of action available to the Debtors under the applicable asset purchase agreement.

Participation and Diligence Requirements

• Interested Parties must deliver Preliminary Bid Documents to the Recipient Parties — counsel to the Debtors (Archer & Greiner, P.C.), the Debtors' CRO (Michael DuFrayne), and proposed counsel to the Committee (Pachulski Stang Ziehl & Jones LLP) — on or before August 27, 2026, at 5:00 p.m. (EST), consisting of:
  • An executed Confidentiality Agreement in form and substance reasonably acceptable to the Debtors;
  • Sufficient information demonstrating cash on hand or non-contingent debt and/or equity funding commitments sufficient to consummate the contemplated purchase; and
  • A statement identifying any party with which the Interested Party is partnering in connection with a potential joint bid and describing the nature of such partnership.
• Any Interested Party that qualifies, in the Debtors' determination, for access to the Diligence Materials is deemed a "Potential Bidder" and will be granted access to the Data Room upon execution of a valid Confidentiality Agreement, up to and including the Bid Deadline.
• The Debtors may withhold or limit information they determine to be sensitive or otherwise inappropriate to disclose, and are not obligated to furnish information to non-Potential Bidders, parties failing to comply with participation requirements, or, in the case of competitively sensitive information, competitors of the Debtors. They are likewise not obligated to furnish information where doing so would violate any applicable law (including privacy law), disclose third-party trade secrets in breach of contract, violate a legally binding confidentiality, non-disclosure, or privacy obligation, or jeopardize the attorney-client privilege or attorney work product doctrine; in each of those four cases, however, the Debtors must use commercially reasonable efforts to provide such access, and convey such information, as can be provided without violating the applicable privilege, doctrine, contract, obligation, or law.
• The Debtors will provide the Stalking Horse Bidder with any information provided to a Potential Bidder that has not already been furnished to it.
• The Debtors may terminate Data Room access in their reasonable discretion, in consultation with the Committee, including if a Potential Bidder fails to become a Qualified Bidder or the Bid Procedures are terminated, and Potential Bidders must return or destroy non-public information in accordance with their confidentiality agreements.
• All Bidders must comply with requests by the Debtors or their advisors for additional information and diligence access. Failure by a Potential Bidder other than the Stalking Horse Bidder to do so is a basis for the Debtors to determine that it is not a Qualified Bidder; failure by a Qualified Bidder other than the Stalking Horse Bidder may be a basis, in consultation with the Committee, to determine that its bid is not a Qualified Bid.

Bid Requirements

• To be eligible to participate in the Auction and be considered a Qualified Bidder, a Potential Bidder (other than the Stalking Horse Bidder) must have delivered the Preliminary Bid Documents by August 27, 2026, at 5:00 p.m. (EST) and deliver a Bid to the Recipient Parties by the Bid Deadline satisfying the following requirements, among others:
  • State that the Bid includes an offer to effectuate a Sale, identify with specificity the Assets included, and specify whether the Bid is conditioned on purchasing all such Assets or should be viewed as separate Bids for one or more sets of Assets.
  • Include a binding, definitive, and fully executed asset purchase agreement (a "Qualified Bidder APA") substantially similar in form and substance to the Stalking Horse APA, marked to reflect only those changes required as a condition of closing, accompanied by a comparison against the Stalking Horse APA. The Qualified Bidder APA may not entitle the bidder to any break-up fee, expense reimbursement, or other bid protections, must waive the right to pursue a substantial contribution claim under section 503, and must otherwise contain terms more favorable to the Debtors than the Stalking Horse APA.
  • Set forth the Cash Consideration and identify any non-cash consideration comprising the Bid Purchase Price, including the Executory Contracts the bidder expects to be assumed and assigned to it and any liabilities it agrees to assume. The Bid Purchase Price may include only cash and/or other consideration acceptable to the Debtors.
  • Be accompanied by a 5% Good Faith Deposit.
  • Contain no contingencies of any kind, including as to financing, internal approval, or due diligence, and confirm that consummation is not contingent on obtaining government, regulatory, or other third-party approvals and that the bidder is prepared to close upon entry of the Sale Order.
  • Be binding, unconditional, and irrevocable until the earlier of (a) the Debtors' determination that the Bid is not a Qualified Bid; (b) if not selected as the Winning Bid or Back-Up Bid, entry of an order approving the Sale to another Qualified Bidder; or (c) if selected as the Winning Bid or Back-Up Bid, the earlier of the first business day after closing with the Winning Bidder and 30 days after the Sale order becomes a Final Order.
  • Contain evidence of the necessary corporate authorizations or approvals for submission of the Bid and consummation of the Sale.
  • Include Adequate Assurance Information evidencing the bidder's (or assignee's) ability to comply with section 365, which may include a corporate organizational chart identifying ownership and control, financial statements, tax returns, annual reports, and the proposed use of any leased premises. All such information must be in a form permitting immediate dissemination to Contract Counterparties.
  • Certify that the bidder has not engaged in collusion with respect to any Bid or the Sale, specifying that it did not agree with any other Bidders to control price; that it will not engage in collusion with respect to any Bid, the Auction, or the Sale; and that, by submitting a Bid, it agrees to abide by and honor the terms of the Bidding Procedures.
  • Acknowledge that the bidder has had the opportunity to conduct all due diligence and has relied solely on its own independent review, investigation, and inspection.
  • Acknowledge that, by submitting a Bid, the bidder agrees to serve as a Back-Up Bidder if so selected.
  • If the bidder was formed in whole or part to acquire the Assets, provide evidence reasonably satisfactory to the Debtors from each equity holder demonstrating access to the financial resources needed to close and board (or comparable governing body) authorization for their use; the Debtors, in consultation with the Committee, may limit or waive this requirement.
  • Provide that the Debtors may pursue all available damages in the event of the bidder's breach of, or failure to perform under, the Qualified Bidder APA if selected as Winning Bidder or Back-Up Bidder.
• Qualified Bids will be valued based on all factors the Debtors deem pertinent in their reasonable business judgment, in consultation with the Committee, including the amount of the Bid; the risks and timing associated with consummation; any excluded Assets, potentially assumed contracts, or assumed liabilities; the number, type, and nature of changes to the Stalking Horse APA; the net benefit to the estates; tax consequences; and any other relevant factors.
• A "Qualified Bidder" is a Potential Bidder (other than the Stalking Horse Bidder) that submits a Bid by the Bid Deadline satisfying the Qualified Bid Requirements and that the Debtors determine is reasonably likely to be able to consummate a Sale if selected as a Winning Bidder. The Debtors will determine and notify Potential Bidders as to Qualified Bidder status no later than September 9, 2026, at 5:00 p.m. (EST), and, in consultation with the Committee, reserve the right to exclude any party (other than the Stalking Horse Bidder) from the Auction that has not submitted a Qualified Bid, including solely because it did not put forward a good faith Bid.
• The Debtors, in consultation with the Committee, may extend the Bid Deadline for any reason in their reasonable business judgment, for all or certain Potential Bidders.

Auction Details

• If more than one Qualified Bid is received by the Bid Deadline, the Auction will be held beginning on September 10, 2026, at 10:00 a.m. (EST) at the offices of Archer & Greiner, P.C., 1025 Laurel Oak Road, Voorhees, NJ 08043, virtually, or at such other date, time, and location as designated by the Debtors. If the Auction is conducted virtually, the Debtors will circulate attendance instructions by email, and any change to the date, time, or location will be noticed to Qualified Bidders and published on the Verita Global Website.
• The Debtors will not conduct an Auction with respect to any particular Asset for which no Qualified Bid (other than the Stalking Horse Bid) is received. The Bidding Procedures provide that if no Qualified Bids other than the Stalking Horse Bid are received prior to the Bid Deadline, the Debtors may determine to cancel the Auction and declare the Stalking Horse Bid the Winning Bid. The Order provides that if the Debtors receive no other Bid, they shall, in their business judgment, notify all potential bidders and the Court in writing that the Auction is cancelled and that such Qualified Bid is the Winning Bid, and seek authority at the Sale Hearing to consummate the transaction contemplated by the applicable purchase agreement. The Order governs in the event of any inconsistency with the Bidding Procedures.
• The Debtors, in consultation with the Committee, may cancel the Auction consistent with their fiduciary obligations, provided that advance notice is given to all Qualified Bidders and the U.S. Trustee by the later of one business day prior to the Auction and the Baseline Bid Deadline, and may adjourn the Auction at any time, promptly filing notice of any adjournment with the Court.
• Except as otherwise determined by the Debtors in their business judgment, only the Debtors, the U.S. Trustee, the Committee, and Qualified Bidders, together with their respective representatives and professionals, may attend the Auction, and, except as otherwise provided in the Bidding Procedures, only Qualified Bidders may bid. Qualified Bidders may appear virtually or through duly authorized representatives. To the extent the Auction goes forward, written notice of the date, time, and place of the Auction will be sent to all Qualified Bidders, the Committee, and the U.S. Trustee no later than two business days before the Auction.
• By 5:00 p.m. (ET) on the calendar day before the Auction (the "Baseline Bid Deadline"), the Debtors and their advisors, in consultation with the Committee, will evaluate Qualified Bids, identify the highest or otherwise best bid as the Baseline Bid, and notify the Stalking Horse Bidder and all Qualified Bidders.
• At the commencement of the Auction, the Debtors, in consultation with the Committee, may announce additional procedural rules, including time periods for submitting successive Bids. Following each Overbid, the Debtors will promptly inform each Qualified Bidder of the terms of prior bids and which Overbids they view as the highest or otherwise best, and each Qualified Bidder will be permitted a reasonable time to respond.
• Bids or Overbids submitted after the closing of the Auction will not be considered and are deemed untimely. The Debtors may reject any Bid (other than the Stalking Horse Bid) at any time before entry of an order approving a Winning Bid where they determine, in consultation with the Committee, that the Bid is inadequate or insufficient, not in conformity with the Bankruptcy Code, the Bidding Procedures, or the terms of the Sale, contrary to the best interests of the Debtors and their stakeholders, likely to lack stakeholder support, or otherwise violative of the Debtors' fiduciary obligations.
• The Debtors may request additional information to evaluate a Qualified Bidder's financial and other capabilities to consummate a transaction, and may adjourn the Auction one or more times to facilitate discussions, allow bidders to consider how to proceed, or permit bidders to provide additional evidence of funding capacity at the prevailing amount.
• The Debtors, in consultation with the Committee, reserve the right to amend, waive, or modify the Auction Procedures at any time, including as to the time, place, attendance, and format of the Auction, in a manner they determine will maximize value. Nothing in the Auction Procedures prevents the Debtors from exercising their fiduciary duties.
• Pursuant to Local Rule 6004-2(c)(2), each bidder participating at the Auction must confirm it has not engaged in collusion, and the Auction will be conducted openly and documented, recorded, or videotaped.
• All Qualified Bidders at the Auction are deemed to have consented to the core jurisdiction of the Court and waived any right to a jury trial in connection with disputes relating to the Auction, the Sale Transaction, or the construction and enforcement of the Bidding Procedures or the Order. Any dispute relating to the Bidding Procedures must be presented to the Court on an expedited basis.

Auction Results and Winning Bid

• The Auction will continue until there is a single Qualified Bid for all of the Assets (or multiple non-overlapping Qualified Bids for subsets of the Assets if no single Bid covers all Assets) that the Debtors determine, in consultation with the Committee, is the highest or otherwise best Qualified Bid and further bidding is unlikely to yield a better result, at which point the Auction closes.
• The Debtors will also identify the next highest or otherwise best Qualified Bid(s) as the Back-Up Bid(s), and may reject any Bid (other than the Stalking Horse Bid), whether or not a Qualified Bid, that is inadequate, insufficient, or not the highest or otherwise best Bid, not in conformity with the Bankruptcy Code, Bankruptcy Rules, or Bidding Procedures, or contrary to the best interests of the estates and other parties in interest.
• No later than one business day after the closing of the Auction, the Debtors will file, serve on the Notice Parties, and publish on the Verita Global Website a Notice of Auction Results identifying the Winning Bidder(s) and Back-Up Bidder(s) and setting forth the Sale Objection Deadline and the date, time, and location of the Sale Hearing.
• On or before 5:00 p.m. on September 11, 2026, the Debtors will file and serve on the Notice Parties and all Contract Counterparties to Assigned Contracts included in the Winning Bid(s) a Notice of Winning Bidder(s), attaching the purchase agreement(s), the proposed Sale Order, and identification of the Assigned Contracts. The Debtors may serve the notice without attachments provided it identifies where the documents may be accessed free of charge.
• The Winning Bidder, Back-Up Bidder, and the Debtors will complete and execute all documentation evidencing the terms of the Winning Bid(s) and Back-Up Bid(s) as soon as commercially reasonable and practicable.
• If a Winning Bidder fails to consummate an approved Sale or its Qualified Bidder APA is terminated, the Debtors are authorized, but not required, to deem the applicable Back-Up Bid the Winning Bid and to consummate the Sale with the Back-Up Bidder.

Sale Free and Clear

• Except as otherwise provided in the Winning Bidder's Qualified Bidder APA and subject to Court approval, the Assets will be sold free and clear of all liens, claims, interests, and other encumbrances to the maximum extent permitted by section 363 of the Bankruptcy Code and applicable non-bankruptcy law, with such Encumbrances attaching to the Sale proceeds with the same validity and priority as they held against the Assets prior to the Sale.
• To the extent allowed, the Debtors are authorized to conduct the Sale without complying with any state or local transfer laws or requirements.
• Neither the Bidding Procedures nor the Bidding Procedures Order adjudicates or otherwise affects whether any property subject to a proposed sale constitutes property of the estates under section 541 of the Bankruptcy Code.

Assumption and Assignment

• As part of a Sale, the Debtors may assume and assign certain Executory Contracts to one or more Winning Bidders pursuant to sections 365(b) and 365(f) of the Bankruptcy Code.
• As soon as reasonably practicable after entry of the Bidding Procedures Order, and in any event not later than two business days after entry (i.e., by August 19, 2026), the Debtors will file and serve on each affected Contract Counterparty an Assumption and Assignment Notice, including an Assigned Contracts Schedule, stating the proposed Cure Amount for each Executory Contract, identifying any proposed Adequate Assurance, and advising of the requirement to file any objection by the Assumption Objection Deadline.
• Service of the notice does not constitute an admission that a contract is executory or that a stated Cure Amount constitutes a claim against the Debtors or a right against the Winning Bidder, nor does inclusion on a schedule obligate the Debtors to assume, or the Winning Bidder to take assignment of, any contract. Only contracts included on an Assigned Contracts Schedule or Supplemental Assigned Contracts Schedule attached to the Sale Order will be assumed and assigned, and no contract is deemed assumed and assigned until the later of closing and entry of an order assuming and assigning it.
• Executory Contracts not assumed and assigned may, in the Debtors' reasonable discretion and in consultation with the Committee, be rejected or sold or transferred to the extent permitted by applicable law. The Debtors reserve the right to designate any Executory Contract as rejected or assumed on a post-closing basis under section 365(a).
• Payment of the applicable Cure Amounts by the Debtors and/or the Winning Bidder will cure all existing defaults, compensate for any actual pecuniary loss resulting from such defaults, and, together with assumption and assignment, constitute adequate assurance of future performance. Cure Amounts will be reduced by any corresponding postpetition payments, and the Debtors may update them by supplemental notice or written notice to the affected counterparty.
• If the Debtors subsequently identify additional Executory Contracts, remove contracts, or modify a stated Cure Amount, they will promptly file and serve a Supplemental Assumption and Assignment Notice on the affected Contract Counterparties, containing the same information as the original notice.
• Assumption and Assignment Objections must be in writing, comply with the Bankruptcy Rules, Local Rules, and any case administration order, state with specificity the nature of the objection and, if directed to the proposed Cure Amount or Adequate Assurance, the amount alleged to be owed or required together with supporting documentation, and be filed with the Court and served on the Objection Notice Parties by the Assumption Objection Deadline. Objections to a Supplemental Assumption and Assignment Notice must comply with the same requirements and be filed by the later of the Assumption Objection Deadline and the Sale Hearing, as set forth in the supplemental notice.
• If a Contract Counterparty objects, the Winning Bidder wishes to take assignment, and the parties cannot consensually resolve the dispute before the Sale Hearing, the objection will be resolved at the Sale Hearing, and the contract will be assumed and assigned only upon satisfactory resolution as determined in the Winning Bidder's discretion. If the Court resolves an objection in a manner unsatisfactory to the Winning Bidder, the Winning Bidder may remove the contract from the Assigned Contracts Schedule, in which case it will not be an Assigned Contract and the Winning Bidder will bear no Cure Amount or Adequate Assurance obligation with respect to it.
• A Contract Counterparty that fails to timely and properly file and serve an objection will be forever barred from objecting to the assumption and assignment, including as to the Cure Amount, and from asserting any additional cure or other amounts; will be deemed to have consented to the assumption and assignment; and will be forever barred, estopped, and permanently enjoined from asserting that additional prepetition amounts are due, that other prepetition defaults exist, that conditions to assignment must be satisfied, or that any objection or defense to assumption and assignment exists. The noticed Cure Amount will constitute a final determination of the total Cure Amount payable in connection with such contract.
• Nothing in the notice alters the prepetition nature of the Executory Contracts or the validity, priority, or amount of any counterparty claims, creates a postpetition contract, or elevates any counterparty claim to administrative expense priority.

Sale Objections

• Sale Objections — including objections to a sale free and clear of liens, claims, interests, and encumbrances under section 363(f) and to entry of any Sale Order — must be in writing, state with specificity the legal and factual bases and include supporting documentation, comply with the Bankruptcy Rules and Local Rules, and be filed with the Court and served on the Objection Notice Parties by September 16, 2026, at 5:00 p.m. (EST).
• The Bidding Procedures also refer to a "Supplemental Sale Objection Deadline" and to "Supplemental Sale Objections," but neither term is defined and no date is fixed; the cross-reference is to a section that does not appear in the document.
• The Objection Notice Parties are (i) proposed counsel to the Debtors, Archer & Greiner P.C.; (ii) the Office of the United States Trustee for the District of New Jersey, One Newark Center, 1085 Raymond Boulevard, Suite 2100, Newark, NJ 07102; (iii) counsel for the Committee; (iv) counsel for the Stalking Horse Bidder; and (v) if applicable, counsel for the relevant Winning Bidder and Back-Up Bidder.
• Any party failing to timely file and serve a Sale Objection will be forever barred from asserting, at the Sale Hearing or thereafter, any objection to the relief requested or to the consummation and performance of the Sale, including the transfer of the Assets free and clear of all Encumbrances (which will attach to the cash proceeds with the same extent, priority, validity, force, and effect, subject to the rights and defenses of the Debtors and their estates) and the assumption and assignment or transfer of the Assigned Contracts, and will be deemed to consent to the Sale for purposes of section 363(f) of the Bankruptcy Code.

Sale Hearing

• The Sale Hearing to consider approval of the Sale to the Winning Bidder is scheduled for September 18, 2026, at 11:00 a.m. (EST) before the Honorable Eamonn J. O'Hagan, United States Bankruptcy Court for the District of New Jersey, 402 E. State Street, Third Floor, Trenton, NJ 08608.
• At the Sale Hearing, the Debtors will seek entry of the Sale Order authorizing and approving one or more Sales to the Winning Bidder(s).
• The Sale Hearing may be adjourned or rescheduled without notice, or with limited and shortened notice, by announcement at the Sale Hearing or the Auction or by filing a notice of adjournment with the Court prior to the commencement of the hearing.

Notice Procedures

• The Sale Notice and Assumption and Assignment Notice were approved as appropriate, sufficient, and reasonably calculated to provide interested parties with timely and proper notice of the Bidding Procedures, the Auction, the Assumption and Assignment Procedures (including Cure Amounts and the Assignment Objection Deadline), the Sale Hearing, and the Sale; no other or further notice is required, and the applicable requirements of Bankruptcy Rule 2002 are satisfied or waived.
• Within one business day after entry of the Bidding Procedures Order, the Debtors will serve a copy of the Order, the Bidding Procedures, and the Sale Notice on the Notice Parties and cause them to be prominently displayed on the claims and noticing agent's website. The Sale Notice sets forth a description of the Assets available for sale, the date, time, and location of the Auction and the Sale Hearing, and the Sale Objection Deadline and Supplemental Sale Objection Deadline together with the procedures for filing such objections.
• The Notice Parties comprise (i) all entities reasonably known to have expressed an interest in a transaction involving all or part of the Assets; (ii) all entities known to have asserted a lien on any of the Assets; (iii) the Office of the United States Trustee for the District of New Jersey; (iv) the United States Attorney's Office for the District of New Jersey; (v) the Internal Revenue Service; (vi) counsel for the Stalking Horse Bidder; (vii) counsel for the Committee; and (viii) all parties requesting notice under Bankruptcy Rule 2002.
• Parties interested in submitting a bid for any of the Debtors' Assets should contact proposed counsel to the Debtors. Case documents are available from Verita Global at (866) 507-8031 (U.S./Canada) or (781) 575-2122 (international), at https://www.veritaglobal.net/Poolin, or for a fee via PACER.

Reservation of Rights and Modifications

• The Debtors are authorized to take all actions necessary to implement the Bidding Procedures and effectuate the relief granted, and may, in consultation with the Committee, modify the Bidding Procedures or waive any provision or requirement as necessary or appropriate to maximize value, including by extending deadlines; adjourning the Auction or the Sale Hearing; adding procedural rules for conducting the Auction; canceling the Auction; rejecting any or all bids or Qualified Bids on the grounds described above; and adjusting the applicable Minimum Overbid Increments.
• The Debtors further reserve the right, at any time and in consultation with the Committee, in their reasonable business judgment and consistent with their fiduciary duties, to decline to pursue the sale contemplated by the Bidding Procedures.
• Any modification extending the timelines in the Bidding Procedures is subject to the consent of the Stalking Horse Bidder, not to be unreasonably withheld; any modification must treat the Stalking Horse Bidder as a Qualified Bidder; and no modification may be inconsistent with the Bid Procedures Order, the Bankruptcy Code, or the Bankruptcy Rules. Written notice of any modification will be provided to the Stalking Horse Bidder and each Qualified Bidder as soon as reasonably practicable, with email sufficing.
• The Court may, at the Debtors' request, subject to the Court's availability and in consultation with any statutory committees appointed in these chapter 11 cases, modify the dates of and adjourn any hearing set by the Order without further order, provided the Debtors serve notice on all requisite parties. In the event of any inconsistency between the Order and the Motion and/or the Bidding Procedures, the Order governs in all respects. The failure to include or reference a particular provision of the Bidding Procedures in the Order, or to describe or include any provision of the Stalking Horse APA in the Motion or the Order, does not diminish or impair the effectiveness or enforceability of that provision.
• The Court found that, absent approval of the Bidding Procedures and the contemplated timelines, the Debtors' assets would diminish and deteriorate to the detriment of all stakeholders, that such harm cannot be redressed by a legal or equitable remedy, and that the relief is necessary to avoid immediate and irreparable harm under Bankruptcy Rule 6003(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order is effective and enforceable immediately upon entry, and the Court retains exclusive jurisdiction over all matters arising from or related to its implementation, interpretation, and enforcement.

Key Dates

• Deadline for the Debtors to File and Serve Assumption and Assignment Notice: August 19, 2026
• Deadline for Submission of Non-Binding Indications of Interest: August 27, 2026 (no time specified)
• Deadline for Submission of Preliminary Bid Documents: August 27, 2026, at 5:00 p.m. (EST)
• [Unidentified deadline]: August 28, 2026 — the Summary of Key Dates table in the Bidding Procedures contains a row bearing this date whose event description is illegible in the source; confirm against a clean copy of the filing.
• Bid Deadline (Qualified Bids) and Good Faith Deposit Deadline: September 8, 2026, at 5:00 p.m. (EST)
• Qualified Bidder Determination Deadline: September 9, 2026, at 5:00 p.m. (EST)
• Baseline Bid Deadline: 5:00 p.m. (ET) on the calendar day before the Auction
• Auction (if necessary): September 10, 2026, at 10:00 a.m. (EST)
• Notice of Winning Bidder: September 11, 2026, at 5:00 p.m.
• Sale Objection Deadline: September 16, 2026, at 5:00 p.m. (EST)
• Assumption and Assignment Objection Deadline: September 16, 2026, at 5:00 p.m. (EST)
• Sale Hearing: September 18, 2026, at 11:00 a.m. (EST)
• Deadline to Close Sale(s): November 30, 2026