Shannon Wind - Chapter 11 APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Seller: Shannon Wind, LLC, a Delaware limited liability company, as debtor and debtor in possession (the "Debtor" or "Seller"). The Seller is duly licensed or qualified to do business under the Laws of the State of Texas.
• Purchaser: 1370 Clean Energy LLC, a Delaware series limited liability company (together with its affiliated Designated Buyer, the "Purchaser"), as Stalking Horse Bidder and Successful Bidder. At Closing, the Purchaser is qualified to do business under the Laws of the State of Texas.
• The Purchaser is not an "insider" or "affiliate" of the Debtor, as those terms are defined in section 101 of the Bankruptcy Code, and no common identity of incorporators, directors, or controlling stockholders exists between the Purchaser and the Debtor.
• Each Party agrees that John Shepherd, as Chief Restructuring Officer of Seller (the "CRO"), has the power and authority to unilaterally act on behalf of Seller for the purposes specified under the Agreement.

Assets Being Sold

• All or substantially all of the Debtor's assets (the "Acquired Assets"), comprising all of Seller's right, title and interest in and to the assets, properties and rights of Seller to the extent they relate to or arise out of the operation of Seller's wind energy project in Clay County, Texas (the "Project"), free and clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities.
• The Acquired Assets include, among other items:
  • All Contracts listed on the Disclosure Schedules (the "Assigned Contracts") and all rights and benefits thereunder;
  • The wind turbine generator equipment and all related equipment and infrastructure, including blades, nacelles, towers and foundations;
  • All roads owned by Seller, if any; all monitoring and metering equipment at the substation used in connection with the Project; and all of Seller's rights in any software and hardware used in connection with or located at the Project;
  • All cables, converters, transformers, collection and transmission lines, interconnect, and similar equipment and electrical infrastructure used in connection with the Project; and all forklifts identified on the Disclosure Schedules;
  • All goodwill relating to the Acquired Assets and the Project;
  • The real estate leases (the "Real Estate Leases") and the easement (the "Easement") described on the Disclosure Schedules (collectively, the "Assumed Real Property Interests"), together with the buildings, fixtures and improvements, the substation used in connection with the Project, and related real property rights;
  • Solely to the extent transferable, all Permits relating to the Project, including the material Permits set forth on the Disclosure Schedules;
  • All Accounts Receivable relating to the Acquired Assets or the Project, including all GE Liquidated Damages and ERCOT Short-Pay Amounts;
  • All Renewable Energy Credits;
  • All rights under warranties, representations and guarantees made by vendors, suppliers, manufacturers, contractors and others relating to products sold or services provided to Seller in connection with the Project, other than those pertaining to Excluded Assets;
  • All rights to claims and proceeds under any insurance policies, solely to the extent relating to damage to the Acquired Assets occurring after the date of the Agreement and prior to the Closing and only to the extent such proceeds are actually received by Seller or credited at Closing (the "Insurance Claims"); and
  • All other assets of Seller (other than Excluded Assets and Excluded Liabilities) which relate to the Acquired Assets or the Project.

Excluded Assets

• Seller retains all of its assets, properties and rights other than the Acquired Assets (the "Excluded Assets"), which include, among other items:
  • All cash and cash equivalents, bank accounts, trust accounts held for Seller's benefit, and securities of Seller, and all rights to proceeds therefrom;
  • All of Seller's rights under the Agreement and any other Transaction Document, and all of Seller's rights under any Excluded Asset;
  • All avoidance claims and causes of action available to Seller under chapter 5 of the Bankruptcy Code and similar or related state or federal statutes and common law, other than those against (a) the Purchaser or its Affiliates or (b) any counterparties to any Assigned Contracts or their Affiliates;
  • All Contracts for utilities relating to the Project, and all other Contracts to which Seller is a party other than the Assigned Contracts or Assumed Real Property Interests; and
  • All prepaid insurance premiums, prepaid bank fees, retainers held by Seller's Representatives, prepaid board member fees, and deposits for utilities used in connection with the Acquired Assets.

Assumed Liabilities

• Effective as of the Closing, the Purchaser shall irrevocably assume the following Liabilities, exclusively as they relate to the Acquired Assets or the Project (the "Assumed Liabilities"):
  • All Liabilities arising out of or relating to the ownership and operation of the Acquired Assets or Project, not including debt-like or financing liabilities, solely to the extent arising on or after the Effective Time, including all trade accounts payable of Seller to third parties in connection with the Project unpaid as of the Effective Time and all Liabilities under or relating to the Assigned Contracts;
  • All Decommissioning Obligations first arising at or after the Closing;
  • All reclamation-related Liabilities, obligations and activities arising at any time after the Closing which arise from or relate to the Acquired Assets or the Project;
  • All valid contract-related Cure Costs required to be paid under section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts and Assumed Real Property Interests, in an amount not to exceed the Cure Cap;
  • All Liabilities for Taxes attributable to the Acquired Assets for a taxable period (or portion thereof) beginning at or after the Effective Time, and all Transfer Taxes for which Purchaser is responsible;
  • All Liabilities arising from and after the Effective Time in connection with the Project's participation in the market administered by ERCOT, including energy, deviation and related charges, all Liabilities under any QSE agreement applicable to Purchaser following Closing (including the QSE Agreement described in Section 5.11(a)), and all obligations to post or maintain collateral or other credit support required for post-Closing market participation;
  • All Liabilities arising from and after the Closing relating to Renewable Energy Credits generated by the Project, including obligations to transfer, deliver, or retire Renewable Energy Credits associated with generation from and after the Effective Time; and
  • All Liabilities arising from and after the Closing under any Permits assigned to Purchaser, including ongoing compliance obligations.

Excluded Liabilities

• Except for the Assumed Liabilities, the Purchaser shall not assume, be obligated to pay, perform or otherwise discharge, or be liable for, any Liabilities of Seller (the "Excluded Liabilities").

Purchase Price

• The aggregate purchase price for the Acquired Assets is $129,500,000 (the "Closing Date Payment"), subject to adjustment, plus the amount of any Unused Cure Cap and the assumption of the Assumed Liabilities (the "Purchase Price"). The Purchase Price is subject to prorations and shall be paid as provided in the Agreement.
• The Purchase Price represents fair and reasonably equivalent value for the Acquired Assets, constitutes reasonably equivalent value and fair consideration, and will provide an equal or greater recovery for the Debtor's stakeholders than any other reasonably practicable available alternative.

Purchase Price Adjustment

• At least five business days before Closing, Seller shall prepare and deliver to Purchaser a statement (the "Closing Statement") setting forth Seller's calculation, as of the Closing, of (i) GE Liquidated Damages, (ii) GE Prepaid Assets, (iii) ERCOT Short-Pay Amounts, (iv) Renewable Energy Credits (based on electricity generated prior to the Effective Time), and (v) Annual Land Fees (collectively, the "Closing Credits"). Such Closing Credits shall not exceed $4,000,000 in the aggregate.
• Within sixty days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the "Post-Closing Statement") setting forth Purchaser's calculation of the Closing Credits.
• The post-closing adjustment (the "Post-Closing Adjustment") shall equal the final Closing Credits, as finally determined, minus Seller's calculation of the estimated Closing Credits set out in the Closing Statement.

Deposit

• The Purchaser has made, or will within two business days of the date of the Agreement make, an earnest money deposit with Verita Global, LLC (the "Escrow Agent") in a cash amount equal to 10% of the Closing Date Payment (the "Deposit"), by wire transfer into a segregated, interest-bearing escrow account maintained in accordance with the Bidding Procedures Order.
• The Deposit, together with any interest thereon, shall be applied against payment of the Closing Date Payment on the Closing Date.
• If, prior to the Closing, the Agreement is terminated by Seller under the applicable provisions of Section 7.1, the Deposit together with all interest thereon shall be paid or transferred to Seller. If the Agreement is terminated by any Party other than under those circumstances, the Deposit, together with all received investment income, shall be returned to Purchaser within five business days after termination.

Overbid

• In connection with the Auction, any higher bid with respect to some or all of the Acquired Assets and Assumed Liabilities shall be no less than the Purchase Price (including as may be increased by Purchaser at the Auction), plus the Breakup Fee, plus the Expense Reimbursement, plus the minimum overbid amount set forth in the Bidding Procedures.

Bid Protections

• Expense Reimbursement: If the Agreement is terminated and Purchaser is entitled to receipt of the Deposit pursuant to Section 2.2, Seller shall pay the Purchaser, within two business days following termination, an amount equal to the reasonable and documented out-of-pocket costs and expenses (including fees and expenses of counsel) incurred by Purchaser in connection with the negotiation, diligence, execution, performance and enforcement of the Agreement, not to exceed $100,000 (the "Expense Reimbursement").
• Breakup Fee: If the Agreement is terminated pursuant to Section 7.1(h), Seller shall pay the Purchaser a break-up fee equal to 2.5% of the Closing Date Payment, prior to giving any credit for the Deposit (the "Breakup Fee"). The Breakup Fee shall be payable concurrently with, and only out of the cash proceeds of, an Alternative Transaction, and shall also be payable if the Agreement is terminated pursuant to Section 7.1(l) to the extent any Alternative Transaction that replaces the Closing is consummated within six months following such termination.
• Pursuant to the Bidding Procedures Order and subject to Bankruptcy Court approval, the Purchaser's claim in respect of the Expense Reimbursement or the Breakup Fee constitutes an allowed administrative expense claim against Seller under sections 503 and 507(b) of the Bankruptcy Code.

Selection of Successful Bidder

• The Debtor and its professionals marketed the Acquired Assets in accordance with the Bidding Procedures Order. The sale and marketing process afforded all potential bidders a full, fair, and reasonable opportunity to submit a higher or otherwise better offer and to participate in the Transaction.
• Pursuant to the Bidding Procedures, on April 30, 2026, the Debtor filed a Notice of Filing of Stalking Horse Designation [Docket No. 146], and on May 1, 2026, filed a Notice of Schedule Supplement to Stalking Horse Agreement [Docket No. 152]. On May 7, 2026, the Court entered the Stalking Horse Approval Order [Docket No. 163], designating the Purchaser as the Stalking Horse Bidder.
• The Debtor did not receive any competing Qualified Bids by the deadline established in the Bidding Procedures Order and, accordingly, on May 15, 2026, the Debtor designated the Purchaser as the Successful Bidder and filed a Notice of Cancellation of Auction [Docket No. 184].

Highest or Otherwise Best Offer

• The Asset Purchase Agreement constitutes the highest or otherwise best offer for the Acquired Assets. No other person or group of persons has offered to purchase the Acquired Assets for an amount that would give equal or greater value to the Debtor, and no alternative to the Transaction exists that would provide greater value to the Debtor, its creditors, or other parties in interest.
• The Sale, pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, is the optimal means to create value for the benefit of the Debtor's estate and maximizes the value of the Acquired Assets for the benefit of all creditors and parties in interest. Unless the Sale is concluded expeditiously, creditor recoveries may be substantially diminished.

Good Faith Purchaser

• The Debtor, the Purchaser, and their respective agents, representatives, employees, officers, counsel and advisors negotiated, proposed, and entered into the Asset Purchase Agreement in good faith, without collusion, and from arm's-length bargaining positions. The Asset Purchase Agreement was not entered into for the purpose of hindering, delaying, or defrauding creditors.
• The Purchaser is a "good faith purchaser" acting in good faith within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the full protections afforded thereby, such that the reversal or modification on appeal of the authorization to consummate the Transaction shall not affect the validity of the sale.

Sale Free and Clear

• The Debtor is authorized to sell the Acquired Assets free and clear of all liens, claims, defenses (including rights of setoff and recoupment), and interests of any kind or nature, whether prepetition or postpetition, known or unknown (collectively, "Encumbrances"), other than as expressly contemplated by the Asset Purchase Agreement, including Permitted Encumbrances and Assumed Liabilities.
• The Purchaser would not have entered into the Asset Purchase Agreement or consummated the transactions thereunder if the Sale and the assumption of any Assumed Liabilities were not free and clear of all Encumbrances other than the Assumed Liabilities and Permitted Encumbrances.
• The sale free and clear is authorized because one or more of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied. As of the Closing Date, the Transaction shall vest the Purchaser with all legal, equitable, and beneficial right, title, and interest in and to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities.
• The Encumbrances shall attach to the proceeds of the Transaction with the same nature, validity, priority, extent, perfection, and force and effect as they encumbered the Acquired Assets immediately prior to entry of the Sale Order, subject to any claims, defenses, and objections the Debtor or its estate may possess.

Successor Liability

• By virtue of the consummation of the Transaction: (a) the Purchaser is not a continuation of the Seller or its estate, and there is no substantial continuity or continuity of enterprise between the Purchaser and the Seller; (b) the Purchaser is not holding itself out as a continuation of the Debtor or its estate; (c) the transactions do not amount to a consolidation, merger, or de facto merger; and (d) the Purchaser is not a successor or assignee of the Debtor or its estate for any purpose, including under any federal, state or local statute or common law, or revenue, pension, ERISA, tax, labor, employment, environmental, escheat or unclaimed property laws.
• Except for the Assumed Liabilities and Permitted Encumbrances, the transfer of the Acquired Assets and the assumption and assignment of the Assigned Contracts and Assumed Real Property Interests do not and will not subject the Purchaser to any liability whatsoever with respect to the operation of the Debtor's business before the Closing Date, including under any theory of antitrust or successor or transferee liability.
• Other than Assumed Liabilities and Permitted Encumbrances, the Purchaser is not assuming, and shall not be liable for, as a successor or otherwise, any liabilities of the Debtor, including any liabilities relating to or arising from the Debtor's ownership or use of the Acquired Assets prior to the Closing Date, which liabilities are extinguished insofar as they may give rise to liability against the Purchaser or any affiliate of the Purchaser.

Assumption and Assignment

• Pursuant to sections 105(a) and 365 of the Bankruptcy Code, the Debtor is authorized to assume and assign the Assigned Contracts and Assumed Real Property Interests to the Purchaser, and such assumption and assignment is approved.
• Upon the Closing Date, the Debtor and the Purchaser shall be deemed to have cured all defaults under, and provided adequate assurance of future performance under, the Assigned Contracts and Assumed Real Property Interests within the meaning of sections 365(b)(1) and 365(f)(2) of the Bankruptcy Code. Upon assignment, such Assigned Contracts and Assumed Real Property Interests shall be deemed valid and binding and in full force and effect, and the Debtor shall have no further liability or obligation thereunder.
• The Purchaser shall have the right to notify Seller in writing of any Assigned Contract (other than purchase orders) or Assumed Real Property Interests it does not wish to assume up to two business days prior to the Closing; any such item shall be automatically deemed removed from the Disclosure Schedules and added to the Excluded Assets, without any adjustment to the Purchase Price.

Cure Costs

• The Cure Costs designated in the notices filed at Docket Nos. 115, 140, and 168 are deemed the amounts necessary to cure all defaults under the Assigned Contracts and Assumed Real Property Interests listed thereon. Any objections to such Cure Costs not otherwise resolved are overruled, and payment of the Cure Costs is deemed to fully and finally satisfy the Debtor's obligations under sections 365(b) and 365(f) of the Bankruptcy Code.
• At the Closing, Purchaser shall pay the Cure Costs in an amount not to exceed the Cure Cap. The Purchaser shall have no obligation to pay Cure Costs to the counterparties, and its only obligation to pay Cure Costs to the Debtor shall be in an amount up to the Cure Cost Cap. To the extent the Cure Costs exceed the Cure Cap, as between Purchaser and Seller, such excess shall be the responsibility of Seller.
• The "Cure Cap" means a cap on the aggregate amount of all Cure Costs to be paid by the Purchaser, which shall be (and never exceed) $300,000.

Tax Matters

• The secured taxes for tax years 2025 and 2026 (the "Clay CAD Tax Claims") owing to the Clay County Appraisal District ("Clay CAD") shall remain attached to the taxable property until paid in full. The Debtor shall pay the 2025 taxes in full at closing together with applicable statutory interest, and the Purchaser shall assume full responsibility for, and pay when due, the 2026 taxes.
• Real and personal property Taxes and assessments shall be prorated between the Debtor and Purchaser as provided in the Asset Purchase Agreement.
• Any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary, or other Taxes and recording charges payable by reason of the sale of the Acquired Assets or assumption of the Assumed Liabilities (the "Transfer Taxes") shall be borne and timely paid 50% by Purchaser and 50% by Seller, with Purchaser timely filing all related Tax Returns.
• The transactions contemplated by the Asset Purchase Agreement and the Sale Order, and the execution, delivery, and/or recordation of related documents, are exempt from any and all stamp, sales, transfer, or similar taxes to the maximum extent permitted by applicable law, including section 1146 of the Bankruptcy Code.

ERCOT and QSE Covenants

• Subject to the Sale Order, the Purchaser (with the Seller's cooperation) shall be responsible for obtaining any written consents required to assign the Interconnection Agreement from Oncor Electric Delivery Company, LLC and the Qualified Scheduling Entity Contracts with Tenaska Power Services Co. (collectively, the "QSE Agreement"), and all applicable regulatory approvals, including from ERCOT; the failure to obtain such consents or approvals prior to Closing shall not delay the Closing, assuming the QSE Agreement has been duly assigned under the Sale Order.
• The Purchaser shall use commercially reasonable efforts, at its sole cost and expense, to cause the transfer, re-registration, or replacement of the ERCOT resource registrations and related market participation registrations from Seller to Purchaser or its designated affiliate as promptly as practicable following the Closing, but in no event later than the term of the TSA.
• Seller shall remain responsible for all ERCOT settlement charges, costs, obligations, operating and maintenance requirements related to telemetry and transmission, and all other Liabilities attributable to the operation of the Acquired Assets prior to the Effective Time, and Purchaser shall be responsible for all such charges and obligations attributable to periods from and after the Effective Time.

GEVI Agreement

• Based upon representations made on the record by counsel, the Court found that: (i) the Debtor has received and properly applied all liquidated damages credits or other credits to which it is entitled under the GEVI Agreement for the reference period January 1, 2025 – December 31, 2025; (ii) the Debtor has paid all amounts due to GE Vernova International LLC ("GEVI") under the GEVI Agreement through the date of entry of the Order; (iii) there are no defaults, pending disputes, or other claims arising under or related to the GEVI Agreement with respect to such credits and payments; and (iv) the Debtor has provided GEVI with adequate assurance of future performance by the Purchaser.
• On that basis, GEVI withdrew its Limited Objection to Cure Amount [Doc. No. 155] and Response to Notice of Stalking Horse Bidder [Doc. No. 156]. Accordingly, the Debtor is authorized to assume and assign to the Purchaser (i) the Full Service Agreement dated October 1, 2019 (as amended, the "GEVI Agreement") and (ii) the Contract for Sale of Power Generation Equipment and Related Services dated July 18, 2014 (as amended). The Purchaser shall assume all obligations arising under the GEVI Agreement on the Closing Date.

Payment of Prepetition Secured Obligations

• On the Closing Date, the Debtor shall satisfy the Allowed Prepetition Secured Obligations (as defined in the Amended Combined Disclosure Statement and Chapter 11 Plan [Docket No. 209]) from the proceeds of the Transaction. All net proceeds of the Sale shall be subject to and distributed in accordance with the terms of any chapter 11 plan confirmed in the Debtor's case.
• The "Prepetition Secured Parties" means Citigroup Energy Inc., as Seller's energy hedge provider, and Citibank, as first lien administrative and collateral agent and second lien collateral agent.

Post-Closing Arrangements

• At the Closing, the Debtor shall cause the Escrow Agent to retain from the Deposit an amount to be agreed by the Purchaser and the Debtor prior to Closing (in no event more than $200,000) (the "Post-Closing Credits Adjustment Fund") to secure Seller's obligations under Section 2.3(i) of the Asset Purchase Agreement, with the Purchaser holding a valid and automatically perfected first-priority security interest in such fund solely to the extent necessary to secure any Post-Closing Adjustment owing to Purchaser.
• The Purchaser shall have no allowed administrative expense claim, secured claim, deficiency claim, or other recourse against the Debtor, the Liquidation Trust, or any assets thereof with respect to any Post-Closing Adjustment, except solely from the Post-Closing Credits Adjustment Fund.
• The Closing will take place by telephone conference and electronic exchange on or before the second business day following full satisfaction or due waiver of the closing conditions set forth in Article VI (other than conditions to be satisfied at Closing), or at such other place, time and date as the Parties may agree in writing.
• To maximize the value of the Acquired Assets, it is essential that the Transaction occur within the timeframe set forth in the Asset Purchase Agreement. Time is of the essence, and the Debtor and the Purchaser intend to close the sale as soon as possible.

Conditions to Closing

• The respective obligations of each Party to consummate the Closing are subject to the satisfaction (or written waiver) on or prior to the Closing Date of, among others, the following conditions:
  • No court of competent jurisdiction shall have issued or enforced any Order restraining, enjoining or otherwise prohibiting the Transaction that is still in effect; and
  • The Bankruptcy Court shall have entered the Sale Order, and the Sale Order shall not have been stayed, reversed, made subject to an appeal, or modified in a manner not acceptable to the Parties.
• As a condition precedent to the Purchaser's obligations, the Bankruptcy Court shall have entered the Stalking Horse Approval Order, and such order shall not have been stayed, reversed, made subject to an appeal, or modified in a manner not acceptable to the Purchaser.
• Neither the Purchaser nor the Debtor shall have an obligation to close the Transaction until all conditions precedent in the Asset Purchase Agreement have been satisfied or waived.

Termination

• The Asset Purchase Agreement may be terminated, among other circumstances:
  • By the mutual written consent of Purchaser and Seller;
  • By written notice of either Purchaser or Seller if the Closing shall not have occurred on or before June 24, 2026 (the "Outside Date"), provided that a Party may not terminate if its own failure to perform caused the Closing not to occur, and provided further that Seller may extend the Outside Date up to an additional sixty days to the extent approved by the Prepetition Secured Parties and as necessary to satisfy the closing conditions;
  • By written notice from Seller to Purchaser upon a material breach by Purchaser of any covenant or agreement, or if any representation or warranty of Purchaser becomes untrue, such that the conditions to Closing would not be satisfied, including a breach of Purchaser's obligation to consummate the Closing;
  • By written notice of either Purchaser or Seller if Seller enters into or announces support for an Alternative Transaction with a party other than the Purchaser, the Successful Bidder, or the Back-Up Bidder, if the Bankruptcy Court approves such an Alternative Transaction, or if Seller consummates an Alternative Transaction with the Successful Bidder;
  • By either Purchaser or Seller if the Bankruptcy Court enters an Order dismissing or converting the Chapter 11 Case to Chapter 7 without the prior approval of the Purchaser (not reversed or vacated within fourteen days), or appointing a trustee or examiner with expanded powers (not reversed or vacated within fourteen days); and
  • By either Purchaser or Seller if, following the Sale Hearing, the Purchaser is not the Successful Bidder or the Back-Up Bidder.

Alternative Transactions

• Solely in accordance with the Bidding Procedures Order, until entry of the Sale Order, Seller may solicit, encourage, respond to, and negotiate inquiries, proposals or offers with any person (in addition to Purchaser and its Affiliates and Representatives) in connection with pursuing any alternative transaction (an "Alternative Transaction").
• If an Auction is conducted and Purchaser is not the Successful Bidder, Purchaser shall, subject to the Bidding Procedures, serve as the back-up bidder if it is the next highest or otherwise best bidder at the Auction (the "Back-Up Bidder"), keeping its bid open and irrevocable until the Back-Up Bid Expiration Date.
• Nothing in the Agreement shall prevent Seller from modifying the Bidding Procedures, as allowed under the Bidding Procedures and the Bidding Procedures Order, and as necessary or appropriate to maximize value for Seller's bankruptcy estate in accordance with Seller's fiduciary obligations, provided such modifications do not amend or modify the terms of the Agreement.

Sale Free and Clear of Successor Liability; "As Is, Where Is"

• The Sale is approved pursuant to sections 105(a), 363(b), (f), and 365 of the Bankruptcy Code, including the transfer of the Debtor's right, title and interest to the Purchaser on an "as is where is" and "with all faults" basis.
• The Purchaser acknowledges and agrees that the Acquired Assets are being acquired "as is" and "where is" and with all faults, and that all other representations, warranties and statements of any kind or nature, express or implied, are disclaimed.

No Sub Rosa Plan

• The Sale is contemplated by the Debtor's proposed chapter 11 plan and neither impermissibly restructures the rights of the Debtor's creditors nor impermissibly dictates the terms of the Debtor's chapter 11 plan. Neither the Asset Purchase Agreement nor the Transaction constitutes a sub rosa chapter 11 plan.

Brokers

• Except for Nomura Securities International, Inc., doing business as Nomura Greentech ("Nomura"), whose fees and expenses will be borne solely by Seller subject to Bankruptcy Court approval, there is no investment banker, broker, finder, or other intermediary entitled to any fee or commission in connection with the Transaction.

Jurisdiction and Governing Law

• Pursuant to 28 U.S.C. §§ 1334(b) and 157, the Court has jurisdiction over the matter and the property of the Debtor's estate, including the Acquired Assets. The matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
• Except to the extent the mandatory provisions of the Bankruptcy Code apply, the Asset Purchase Agreement and any Agreement Dispute are governed by and construed in accordance with the internal Laws of the State of Texas, without regard to conflicts of law principles.
• The Court shall retain exclusive jurisdiction to, among other things, interpret, implement, and enforce the terms of the Asset Purchase Agreement, the Transaction Documents, the Bidding Procedures Order, and the Sale Order, and to adjudicate any disputes concerning or relating to the Transaction, the Assigned Contracts, the Assumed Real Property Interests, or the Acquired Assets.

Key Dates

• Petition Date: January 25, 2026
• Bid Procedures Motion Filed: February 13, 2026
• Bid Procedures Order Entered: February 18, 2026 [Docket No. 66]
• Asset Purchase Agreement Dated: April 29, 2026
• Notice of Filing of Stalking Horse Designation: April 30, 2026 [Docket No. 146]
• Notice of Schedule Supplement to Stalking Horse Agreement: May 1, 2026 [Docket No. 152]
• Stalking Horse Approval Order Entered: May 7, 2026 [Docket No. 163]
• Designation of Purchaser as Successful Bidder / Notice of Cancellation of Auction: May 15, 2026 [Docket No. 184]
• Sale Hearing: June 3, 2026
• Outside Date: June 24, 2026 (subject to extension by up to an additional sixty days as approved by the Prepetition Secured Parties)