SiFi Networks America - Chapter 11 APA Summary

Sale Order / Stalking Horse Asset Purchase Agreement Summary

Overview

• On Aug. 6, 2026, the Court entered an order [Docket No. 192] on the Debtor's motion [Docket No. 13] approving the sale of substantially all of the Debtor's assets free and clear of all liens, claims, interests, and encumbrances, approving the assumption and assignment of certain executory contracts and unexpired leases, and granting related relief. The Court found there is no just reason for delay in implementation, directed immediate entry of judgment, and determined that the Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
• SiFi Networks America, LLC filed a voluntary chapter 11 petition on June 5, 2026 in the U.S. Bankruptcy Court for the District of Delaware, case number 26-10912 (BLS), and has continued to operate its business as debtor in possession under sections 1107 and 1108. The U.S. Trustee appointed the Official Committee of Unsecured Creditors on June 22, 2026 [Docket No. 84].
• The relief is premised on sections 105, 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004 and 6006, and Local Rules 2002-1, 6004-1 and 9006-1.
• Postpetition financing is governed by the Final Order (I) Authorizing the Debtor to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Adequate Protection to the Prepetition Secured Noteholder, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief [Docket No. 149] (the DIP Order), which supplies the definitions of the DIP Obligations, DIP Liens, DIP Collateral, Prepetition Secured Indebtedness, Approved Budget, Professional Fee Escrow Account and Challenge rights referenced throughout the Stalking Horse APA.

Parties Involved

• Seller: SiFi Networks America, LLC, a Delaware limited liability company (federal tax ID ending 7990; service address 103 Foulk Road, Suite 500, Wilmington, Del. 19803), executing through Marjorie (Margie) Kaufman, Chief Restructuring Officer, of KCP Advisory. The Sale Order separately relies on the first-day declaration of Jacen Dinoff, identified therein as Chief Restructuring Officer of the Debtor [Docket No. 11], which is also the source of the defined term Project Companies used in the Stalking Horse APA.
• Purchaser: ArcLink Fiber LLC, a Delaware limited liability company, or its Designated Buyer, executing through directors Bart Saenen and Phoebe Smith.
• ArcLink Fiber LLC is the noteholder under the Prepetition Note, a Secured Promissory Term Note dated May 6, 2026 with SiFi Networks America, LLC as borrower, and is the Stalking Horse Bidder approved under the Bidding Procedures Order.
• Buyer Affiliates include PATRIZIA Infrastructure Ltd, APG Asset Management N.V., Future Fiber Networks Midco LLC, SCIF Investor Vehicle LLP, SCIF Delaware LLC, SCIF US HoldCo, LLC, Gaziti Investments Holding B.V., W&W Advisory Ltd. and ArcLink Fiber (US) Ltd., together with any of their respective current and former direct shareholders and equity holders; Future Fiber Networks LLC; and, as to any of the foregoing entities, their respective current and former officers, directors, employees, managers, agents, representatives, funds, and managed accounts. APG Asset Management N.V. and PATRIZIA Infrastructure Ltd and their respective affiliates are deemed Affiliates of the Buyer; conversely, the Buyer and the Buyer Affiliates are not deemed Affiliates of the Seller for purposes of the Agreement.
• Clifford Chance US LLP, or such other firm as Buyer may select in its reasonable discretion, will act as Closing Firm and perform the Closing in consultation with the Debtor's bankruptcy counsel, with Buyer solely responsible for the Closing Firm's fees and costs.
• Seller's Knowledge is limited to the actual knowledge, without any obligation of inquiry or investigation, of Michael Wyse.

Assets Being Sold

• Substantially all of the Debtor's assets, sold free and clear of all Liens pursuant to sections 105, 363, and 365 (other than Liens supporting the Assumed Liabilities set forth on Schedule 1.3 and Liens expressly set forth in the Sale Order).
• Purchased Assets include, among other items:
  • Equipment, furniture and fixtures listed on Schedule 1.1(a), and all Assumed Contracts assumed by and assigned to Buyer;
  • Causes of action, claims, refunds, rights of set-off and recoupment, counterclaims, warranty claims, and indemnification rights related to any Purchased Asset or Assumed Liability, including claims against the Buyer, the Buyer Affiliates, the Project Companies, and other Persons related to the Go-Forward Business;
  • Avoidance Actions against the Buyer, the Buyer Affiliates, the Project Companies and Persons related to the Go-Forward Business set forth on the Avoidance Action Schedule;
  • Books, records, business and marketing data, customer lists, engineering reports and related documents primarily related to the Purchased Assets;
  • Goodwill and going concern value, including rights under third-party confidentiality agreements;
  • Personnel files for Current Employees hired or retained by Buyer (except as prohibited by applicable Law), and rights under non-disclosure and confidentiality, invention assignment, non-compete, non-solicitation and other restrictive covenant agreements with Current and Former Employees, directors, consultants, independent contractors, agents and third parties;
  • Rights under supplier, manufacturer, and contractor warranties, representations and guarantees, and Seller's interest in transferable manufacturer warranties;
  • Deposits (including deposits in transit, customer deposits and security deposits) and other prepaid charges and expenses;
  • Telephone and fax numbers, e-mail addresses, websites, URLs, social media accounts and internet domain names set forth on Schedule 1.1(k), along with all required login information, subject to section 363(b)(1)(A);
  • Monthly Management Fees actually received prior to Closing or constituting an Accounts Receivable of the Seller, for service periods spanning pre- and post-Closing, provided that the pro-rata portion (on a daily calculation over the service period) attributable to the period between receipt and the Closing Date remains property of the Debtor; and
  • All other rights, including any Intellectual Property rights in the foregoing, and all demands, claims, credits, allowances, rebates, refunds, promotional allowance rights, rights of setoff and recoupment, advances and prepayments related to any Purchased Asset or Assumed Liability.
• The Avoidance Action Schedule was to be provided by Buyer to the Consultation Parties no later than July 27, 2026 and must be reasonably acceptable to the Creditors' Committee. Buyer may amend the schedule in its sole discretion at any time prior to, on or following the Closing Date, only by removing (not adding) Avoidance Actions, and only after consultation with and reasonable advance written notice to the Seller and the Creditors' Committee (or, following closing of the Bankruptcy Case, the effective date of a chapter 11 plan, or conversion to chapter 7, to any successor, estate representative or litigation trustee). Any Avoidance Action not identified on, or removed from, the schedule constitutes an Excluded Asset, and the Seller, estate representative or litigation trustee retains the right to commence and prosecute any removed Avoidance Action to the extent the statute of limitations has not expired.
• Buyer covenants not to sue, and to cause its Affiliates and successors not to sue, any party in respect of an Avoidance Action included on the Avoidance Action Schedule.
• Excluded Assets include all Cash and Cash Equivalents; contracts, equipment, furniture and fixtures listed on Schedule 1.2(b); assets owned by third parties; the Debtor's bank accounts; the Employee Benefit Plans and Health and Welfare Plans and any assets held under or relating to them; equity securities of Seller; retainers held by professionals retained in the Bankruptcy Case; funds in the Professional Fee Escrow Account; prepaid amounts and related refunds or reimbursements except as otherwise provided; all Avoidance Actions other than those on the Avoidance Action Schedule; any claim or cause of action that does not constitute or relate to a Purchased Asset; all Accounts Receivable as of the Closing Date (other than the Monthly Management Fees); rights to Tax deposits, credits, refunds, drawbacks and rebates with respect to the Purchased Assets; assets rendered unencumbered as a result of a successful Challenge under the DIP Order; all proceeds, products, offspring and profits of the foregoing; and, as a residual catch-all, any other asset, right, interest or entitlement that is not a Purchased Asset.
• The Purchased Assets are being sold as an inseparable package that must be approved as an inseverable whole, with closing on all Purchased Assets to occur simultaneously.

Stalking Horse Bid / Purchase Price

• The Purchase Price consists of, without duplication:
  • A credit bid under section 363(k) of obligations equal to (i) all of the DIP Obligations, plus (ii) the aggregate principal amount of the Prepetition Note as of the Closing, plus (iii) cash in the amount of $200,000, together with any other accrued and unpaid fees and expenses in respect thereof as of Closing — the aggregate of which equals $5,853,039;
  • The Assumed Liabilities; and
  • The Cure Amounts.
• At Closing, Buyer will satisfy the DIP Obligations component by discharging the Seller from all or a portion of the DIP Obligations, satisfy the Prepetition Note component by discharging the Seller from all obligations thereunder, and pay the Cash Amount and Cure Amounts in cash. Buyer reserves the right to use cash consideration to satisfy the credit bid components.
• The Closing Date Payment — an amount equal to the Cure Amounts plus the Cash Amount — will be delivered to Seller in cash by wire transfer to accounts designated by Seller.
• The Cash Amount may not be disbursed or otherwise utilized by the Debtor absent the express written consent of the Creditors' Committee, other than $25,000 of the Cash Amount that may be payable to Stretto, Inc., the Debtor's claims and noticing agent.
• The Court found the consideration to be fair and adequate, constituting reasonably equivalent value and fair consideration under the Bankruptcy Code (including within the meaning of section 544(b)), the Uniform Fraudulent Transfer Act and the Uniform Fraudulent Conveyance Act, and to provide a greater recovery for the estate and creditors than any other reasonably practicable alternative.

Credit Bid

• The Credit Bid contemplated under the Stalking Horse APA was found to be a valid and proper bid under sections 363(b) and 363(k) and, together with the balance of the consideration, a Qualified Bid under the Bidding Procedures Order.
• As set forth in the DIP Order, the Debtor stipulated that the Prepetition Secured Indebtedness constitutes legal, valid, binding and non-avoidable obligations secured by valid, binding, enforceable and perfected Prepetition Liens on the Prepetition Collateral not subject to avoidance, recharacterization, recovery, reduction, disallowance, impairment or subordination (except as provided in the Prepetition Secured Note Documents or the DIP Order), and is authorized to be credit bid under section 363(k). These are stipulations of the Debtor set forth in the DIP Order and remain subject to the Challenge rights provided for in that order; a Challenge to Buyer's credit bid rights is itself a Buyer termination event under the Stalking Horse APA.
• The DIP Obligations likewise constitute legal, valid, binding and non-avoidable obligations secured by valid, binding, enforceable, nonavoidable and automatically perfected DIP Liens on the DIP Collateral, and are authorized to be credit bid under section 363(k).
• Buyer represents that it has, or will have at Closing, the legal right to credit bid under section 363(k) and sufficient funds to pay the Closing Date Payment.
• Closing is conditioned on the absence of any Order prohibiting Buyer from submitting a credit bid under section 363(k) in satisfaction of the Purchase Price.

Sale Process and Auction

• The Court previously entered the Bidding Procedures Order [Docket No. 146] approving the Bidding Procedures, authorizing entry into the Stalking Horse APA, approving the Purchaser as Stalking Horse Bidder, scheduling an Auction if necessary and a Sale Hearing, approving the Sale Notice, and authorizing procedures governing the assumption and assignment of the Purchased Contracts.
• The Stalking Horse Bidder's bid was deemed a Qualified Bid under the Bidding Procedures Order. No competing Qualified Bids were received by the Bid Deadline of July 27, 2026.
• The Debtor determined, in a valid and sound exercise of its business judgment, that the transactions contemplated by the Stalking Horse APA represented the highest and best bid, and designated the Purchaser's bid as the Successful Bid as reflected in the notice filed at Docket No. 170.
• The Court found that the Bidding Procedures were non-collusive, proposed and executed in good faith as a result of arms'-length negotiations, and substantively and procedurally fair to all parties, and that the sale process afforded a full, fair, and reasonable opportunity for any entity to submit a higher or otherwise better offer.
• No other entity or group presented a higher or otherwise better offer for greater economic value to the estate.

Good-Faith Purchaser

• The Purchaser is a good-faith purchaser within the meaning of section 363(m) and is entitled to the full protections of that provision, including if the Sale Order is reversed or modified on appeal absent a stay, based on findings that: the Purchaser recognized the Debtor was free to deal with other interested parties; complied with the Bidding Procedures Order in all respects; agreed to subject its bid to the competitive Bidding Procedures, including an Auction; disclosed all payments and arrangements entered into in connection with the Sale; did not violate section 363(n); and negotiated and executed the Stalking Horse APA at arm's length and in good faith.
• Neither the Debtor nor the Purchaser entered into the Stalking Horse APA or proposes to consummate the Sale for the purpose of hindering, delaying, or defrauding creditors, or with any fraudulent intent or other improper purpose. The transactions cannot be avoided under section 363(n), and the Purchaser has not colluded with any other bidders or potentially interested parties.

Sale Free and Clear

• Upon the Closing Date, the Debtor's rights, title and interests in the Purchased Assets will transfer to the Purchaser free and clear of all Encumbrances of any kind or nature — including liens, claims, debts, interests, mortgages, security interests, judgments, rights of first refusal, tax and environmental claims, pension, retiree medical and employee benefit liabilities, and claims arising under doctrines of successor, transferee, or vicarious liability — other than Assumed Liabilities as expressly provided in the Stalking Horse APA.
• The Court found that one or more of the standards of section 363(f)(1)–(5) has been satisfied as to each Encumbrance — specifically that each is subject to release or discharge under applicable non-bankruptcy law, is held by an entity that consented or is deemed to have consented, constitutes a lien where the sale price exceeds the aggregate value of all liens on the property, is the subject of a bona fide dispute, or is held by an entity that could be compelled to accept money satisfaction. Holders that did not object or withdrew objections are deemed to have consented under section 363(f)(2); any objecting holders fall within one or more of the other subsections of section 363(f).
• All Encumbrances attach to the net cash proceeds of the Sale, if any, in the same order of priority and with the same validity, force, and effect as against the Purchased Assets, subject to any claims and defenses of the Debtor and its estate.
• The Sale Order is self-executing and constitutes a full and complete general assignment, conveyance, and transfer of the Purchased Assets, and may be filed or recorded as conclusive evidence of the release of all Encumbrances. The Debtor is authorized to execute and file termination statements, releases, and other instruments on behalf of non-cooperating parties, and the Purchaser is authorized to record a certified copy of the Sale Order.
• The Court found that, but for the sale being free and clear, the Purchaser would not have entered into the Stalking Horse APA or consummated the Sale.
• Following the Closing, no holder of an Encumbrance may interfere with the Purchaser's title to or use and enjoyment of the Purchased Assets, and all persons and entities are permanently enjoined from asserting Encumbrances against the Purchaser, including through collection actions, enforcement of judgments, creation or perfection of Encumbrances, assertion of subrogation, setoff or recoupment rights, or revocation of licenses or permits.
• Compliance with bulk sales, bulk transfer, or similar laws of any jurisdiction is waived and deemed waived by the Debtor and the Purchaser, and no such law applies to the Sale.
• The Court further found that the Sale neither impermissibly restructures the rights of the Debtor's creditors nor impermissibly dictates the terms of a plan of liquidation or reorganization, and that the Sale Order does not constitute a sub rosa plan.

Successor Liability

• To the greatest extent allowable by applicable law, the Purchaser and its affiliates, members, shareholders, successors and assigns are not a continuation of the Debtor or its estate; there is no substantial continuity or continuity of enterprise; the transactions do not constitute a consolidation, merger, or de facto merger; and none of them is a successor or assignee of the Debtor 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 law.
• Except as expressly provided in the Stalking Horse APA or the Sale Order, the Purchaser has no liability or obligation under the WARN Act or CERCLA and is not a "successor employer" for purposes of the Internal Revenue Code of 1986, Title VII, the ADEA, the ADA, the FMLA, the NLRA, the LMRA, the Older Workers Benefit Protection Act, the Equal Pay Act, the Civil Rights Act of 1866, ERISA, the Multiemployer Pension Protection Act, the Pension Protection Act, or the FLSA.
• Neither the transfer of the Purchased Assets nor the assumption and assignment of the Purchased Contracts subjects the Purchaser to any liability 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.

Assumed and Excluded Liabilities

• Assumed Liabilities are limited to (a) those Liabilities specifically identified on Schedule 1.3 and (b) Liabilities for ordinary course payroll obligations incurred and unpaid as of the Closing Date but not payable until after the Closing Date, in each case only to the extent not paid prior to Closing.
• Excluded Liabilities encompass all other Liabilities of the Seller, including: break-up or termination fees incurred in connection with the assumption of Assumed Contracts; fees, costs and expenses incurred in connection with the APA, the DIP Note or the administration of the chapter 11 case (including professional fees) and administrative expenses and priority claims accrued through Closing; retention bonuses, "success" fees and change-of-control payments; Liabilities under Employee Benefit Plans and Health and Welfare Plans; Liabilities with respect to employees or independent contractors not hired by Buyer; employment-related Liabilities (including unpaid bonuses, incentive compensation, paid time off, severance, retention, payroll taxes, WARN Act and COBRA claims); Taxes of Seller and Taxes relating to the Purchased Assets for the Pre-Closing Tax Period (other than Transfer Taxes); Liabilities relating to Excluded Assets; Liabilities under Contracts that are not Assumed Contracts and arising from rejection of such Contracts; and Liabilities relating to claims, actions, suits, arbitrations, litigation, Proceedings and investigations involving the Seller or the Purchased Assets, except to the extent arising from the ownership or operation of the Purchased Assets from and after the Closing Date.
• The Excluded Assets and Excluded Liabilities remain property and liabilities of the Debtor's estate.
• Except for the Assumed Liabilities, the Purchaser has no liability whatsoever for any obligation of the Debtor arising under or related to the Purchased Assets, the Purchased Contracts, or the operation of the Debtor's business prior to Closing, and all entities are forever barred and estopped from asserting Encumbrances arising prior to Closing against the Purchaser.
• Separately, each Party bears its own fees, costs and expenses incurred in connection with the negotiation and performance of the Agreement and the consummation of the transactions, whether or not the Closing occurs.

Assumption and Assignment

• Schedule 1.5 sets forth the Assumed Contract List, together with the Cure Amounts necessary to cure defaults and pay actual or pecuniary losses under sections 365(b)(1)(A) and (B). Under the Sale Order, the Purchased Contracts are those contracts and leases designated as Assumed Contracts in the Purchaser's sole discretion, whether or not they are executory contracts or unexpired leases.
• The Debtor served an Assumption Notice [Docket Nos. 145, 151] on each non-Debtor counterparty identifying the potential assumption and assignment and the applicable Cure Costs. No contract counterparty filed an objection to the Cure Costs as required by the Bidding Procedures Order.
• Buyer may amend the Assumed Contract List in its sole and absolute discretion (i) at any time prior to the Closing Date, to remove or add Contracts or to modify a Cure Amount agreed to by the counterparty, and (ii) after the Closing Date, to remove a Contract if the Court determines (or the Parties agree) that actual Cure Amounts exceed estimated Cure Amounts, or if a timely filed objection to a Cure Amount or to the assumption and assignment is not resolved. Under the Sale Order, the Debtor may remove or add Contracts through two business days prior to the Closing Date.
• Where additional Assumed Contracts are added, the Seller will deliver Supplemental Assumption Notices in substantially the same form as the Assumption Notice.
• Assumption and assignment of the Purchased Contracts is approved in its entirety, effective upon the Closing Date, free and clear of all Encumbrances other than Assumed Liabilities. Upon Closing, the Purchaser is fully and irrevocably vested in all right, title, and interest in each Purchased Contract and is substituted for the Seller, with the Debtor and its estate relieved of further liability under section 365(k).
• At Closing, the Debtor, on behalf of the Purchaser, will pay the applicable Cure Costs to the respective counterparties. Except as otherwise agreed in writing among the Purchaser, the Debtor and the applicable counterparty, or as determined by separate Court order, Cure Costs are fixed at the amounts set forth on the Assumption Notice (or any supplemental notice or order of the Court), and payment effects a cure of all defaults existing as of the assumption date and compensates counterparties for any actual pecuniary loss.
• Upon payment of Cure Costs, non-Debtor counterparties are forever barred and estopped from seeking additional amounts or claims arising prior to Closing, from declaring a default, and from asserting any assignment fee, breach, pecuniary loss, penalty or condition to assignment.
• The Purchaser's promise to perform post-assumption obligations constitutes adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2)(B). Counterparties that did not object are deemed to have consented, including as required by section 365(c). Anti-assignment provisions in the Purchased Contracts are void and of no force and effect under sections 365(b), 365(e), and 365(f).
• The Debtor may, subject to Purchaser consent, settle objections to assumption and assignment (including as to Cure Costs) without further notice or Court order; any contract underlying a resolved objection is deemed a Purchased Contract. Contracts subject to a pending Contract Objection at Closing are deemed assumed and assigned pending resolution, and during that period the counterparty may not assert any infringement or similar claim against the Debtor or the Purchaser for use of rights afforded under the Contract. If an objection is resolved in a manner not in the estate's best interest — whether before or after Closing — the Debtor may determine the Contract will not be assumed and assigned, and neither the Debtor nor the Purchaser will be responsible for the associated Cure Costs.
• All counterparties to the Purchased Contracts must cooperate and expeditiously execute and deliver, on the Purchaser's reasonable request, any instruments, applications, consents or other documents required to effectuate the transfers, and may not charge the Debtor or the Purchaser for doing so. At Buyer's request and sole cost, Seller must also reasonably cooperate to allow Buyer to amend any Lease or Assumed Contract upon assumption, provided Seller is not required to enter into an amendment that would result in its own assumption of the contract unless the contract is simultaneously assigned to Buyer.
• The Parties will use commercially reasonable efforts to obtain any required third-party Consent, with no Party required to pay consideration other than filing, recordation or similar fees (borne by Buyer). Where a Consent is not obtained by Closing, Seller will use reasonable best efforts (at Buyer's sole cost) to provide Buyer the benefits of the Assumed Contract, including holding it in trust and enforcing rights for Buyer's account. A Contract or Permit requiring a Governmental Entity or third-party consent that has not been obtained prior to Closing will not be assumed or assigned. Seller may not reject any Contract without Buyer's prior written consent in its sole discretion.

Designated Buyer

• Buyer may designate one or more Affiliates, without Seller's consent, to purchase specified Purchased Assets (including Assumed Contracts) and pay the applicable Cure Amounts, or to assume specified Assumed Liabilities, provided the designation does not impede or materially delay the Closing or affect timely receipt of any regulatory approval and the Designated Buyer complies with the Bid Procedures Order. Buyer remains fully liable for performance of all obligations notwithstanding any designation.
• Designation must be made by written notice delivered to Seller no later than two business days prior to Closing, containing information about the Designated Buyer, identifying the Purchased Assets and Assumed Liabilities to be purchased or assumed, and including a signed counterpart to the APA.
• After Closing, obligations of the Buyer and Designated Buyers are several and not joint, with only the entity assuming a particular Assumed Liability bearing responsibility for it.
• The Sale Order authorizes the Purchaser to allocate the Purchased Assets, including the Purchased Contracts, among its affiliates, agents, designees, assigns and successors as it deems appropriate in its sole discretion, and to assign, lease, sublease, license, sublicense, transfer or otherwise dispose of any Purchased Assets to such parties with all rights and protections accorded to the Purchaser.
• The APA may not otherwise be assigned, though Buyer may assign the Purchased Assets, Assumed Liabilities or related rights to any Person after the Closing Date.

Closing Conditions

• Mutual conditions: no Law or Decree restraining, enjoining, or prohibiting the transactions; entry of the Sale Order on terms acceptable to Buyer, which must be a Final Order; and no pending or threatened Governmental Entity Proceeding challenging or seeking to restrain, prohibit, alter or materially delay the transactions or seeking damages in connection therewith.
• Buyer's conditions: accuracy of Seller's representations and warranties — the fundamental representations (organization, authorization, conflicts and consents, title and sufficiency, and brokers) true and correct in all respects other than de minimis exceptions, and all other Article III representations true and correct except where failure would not reasonably be expected to have a Material Adverse Effect, disregarding all materiality and Material Adverse Effect qualifiers; Seller's performance in all material respects of its covenants; no Material Adverse Effect since the date of the APA; no Order prohibiting Buyer from credit bidding under section 363(k); entry of the DIP Order on terms acceptable to Buyer as a Final Order; and delivery of Seller's closing deliverables.
• Seller's conditions: accuracy of Buyer's representations and warranties; Buyer's performance in all material respects of its covenants; delivery of Buyer's closing deliverables; and Seller not having determined that its fiduciary duties require it to pursue an Alternative Transaction.
• Seller's closing deliveries include a Bill of Sale, Assignment and Assumption Agreement in the form of Exhibit A, a copy of the entered Sale Order, an officer's certificate as to the Buyer closing conditions, a certificate of good standing from the State of Delaware issued within ten days of Closing, a properly completed and duly executed IRS Form W-9, a copy of the executed IRS Form 8832 previously filed electing corporate treatment for U.S. federal income tax purposes, and further assurances. Delivery of the Form W-9 is what relieves Buyer of any obligation to withhold Tax on the Purchase Price absent a change in Law. Buyer's deliveries include the Closing Date Payment, the executed Bill of Sale, Assignment and Assumption Agreement, an officer's certificate, and further assurances.
• Closing will occur by telephone conference or electronic exchange of documents on the first business day after all Article VII conditions are satisfied or waived, or at such other time as mutually agreed.
• Any condition not satisfied as of the Closing Date is deemed waived upon the occurrence of Closing by the Party having the benefit of it, except in the case of fraud.
• The Court found that the Stalking Horse APA and Sale must be approved and the Closing must occur promptly to preserve the value of the Purchased Assets and the estate.

Termination Provisions

• The Agreement may be terminated by mutual written consent; by either Party upon issuance of a Final Order prohibiting consummation; or by either Party upon a final and non-appealable order or Law prohibiting or enjoining the transactions that remains in effect for five business days after notice. In each case, a Party whose breach, action or inaction caused the order may not invoke the termination right.
• By Buyer: upon a Seller breach incapable of cure or not cured within 10 days after written notice; if the Closing has not occurred on or before the Outside Date of Aug. 7, 2026 (provided Buyer may not terminate on this ground if its own breach, action or inaction caused the failure to close, and provided further that the Outside Date extends automatically if either Party commences a specific performance Proceeding before it, for the pendency of that Proceeding plus ten business days or such other period set by the court); if Seller withdraws or seeks to withdraw the Bid Procedures Order or Sale Order, or announces or supports a stand-alone plan of reorganization or liquidation other than a post-Closing plan acceptable to Buyer; if the chapter 11 case is dismissed or converted to chapter 7 or a trustee or examiner with expanded powers is appointed; upon notice that an Assumed Contract has been removed, that a counterparty may exercise termination rights, or that Buyer may otherwise be rendered incapable of receiving the benefits of an Assumed Contract; upon termination of the DIP Note or a material modification of any DIP Order without the requisite DIP Lender's consent; upon an Event of Default, acceleration of the DIP Obligations and termination of the DIP Loan; if Buyer is not permitted to credit bid the DIP Obligations and/or Prepetition Secured Indebtedness under section 363(k), or a Challenge is filed to Buyer's credit bid rights; if Seller seeks post-petition financing (other than the DIP Note) that would displace, prime, or add liens on the Purchased Assets without Buyer's consent; or if any order lifting the automatic stay or seeking similar relief with respect to the acquired assets is entered without Buyer's consent.
• By Seller: upon Buyer's material breach of a material covenant in the Sale Order or the Agreement that continues without cure for 30 days after notice.
• By either Party: if the Bankruptcy Court enters a final, non-appealable order precluding consummation on the terms of the Agreement; or if all applicable closing conditions are satisfied or waived and the other Party fails to close at the time required.
• Automatically and without notice: upon consummation of an Alternative Transaction, or if Buyer is not selected as the Successful Bidder at the conclusion of the Auction unless designated as back-up bidder under the Sale Order.
• Upon termination, the transactions are abandoned without further Liability of either Party, except that termination does not relieve any Party of Liability for fraud or willful breach, or for any breach of covenant occurring prior to termination. If the transactions are not consummated and the Agreement is terminated by Buyer pursuant to a termination right or by Seller for any reason, Seller is not entitled to any damages, losses or payment from Buyer, and Buyer will have no further liability to Seller or any third party.

Alternative Transaction and Fiduciary Out

• Seller's obligations remain subject to Bankruptcy Court approvals, its obligations as debtor in possession to comply with Court orders, and its duties under the Bankruptcy Code to seek and obtain the highest or otherwise best net value for the Purchased Assets, including potentially consummating an Alternative Transaction with another party where its business judgment would maximize estate value.
• An Alternative Transaction may include any investment in, financing of, capital contribution or loan to, or restructuring or recapitalization of Seller; any merger, consolidation, share exchange or similar transaction transferring the Purchased Assets or equity interests; any direct or indirect sale of all or a portion of the Purchased Assets; any issuance, sale or transfer of equity interests in the Seller; or any other transaction (other than a liquidation or plan of liquidation), including a reorganization, that transfers or vests ownership of or economic rights in the Purchased Assets to a party other than Buyer or its Affiliates.
• Nothing in the Agreement requires Seller or its directors or officers to act inconsistently with their fiduciary obligations, and Seller retains the right to pursue any Alternative Transaction that in its business judgment will maximize estate value.

Interim Operating Covenants

• During the Interim Period, and subject to limitations imposed by the Bankruptcy Court or Bankruptcy Code, applicable Law, or Buyer's prior written consent (not to be unreasonably withheld), Seller must operate the business and Purchased Assets in the Ordinary Course, preserve business relationships, maintain and protect the Purchased Assets in their current condition (subject to ordinary wear and tear and ordinary course replacements and maintenance), make all post-petition payments related to Assumed Contracts, and comply in all material respects with applicable Laws.
• Seller may not sell, assign, license, transfer, convey, lease, surrender or otherwise dispose of any Purchased Assets; subject Purchased Assets to any new Lien; take any action that would render a representation or warranty materially inaccurate or impair the ability to close; assume, reject or assign any Contract that may become an Assumed Contract outside the contemplated process; amend, voluntarily terminate or enter into Contracts other than in the Ordinary Course; cancel, forgive or compromise any material debt or claim constituting a Purchased Asset; establish, amend or terminate Employee Benefit Plans or increase or decrease employee compensation or grant severance, equity or bonus arrangements; hire, engage, terminate without cause, furlough or temporarily lay off employees or independent contractors, or implement any layoff plan; negotiate, modify or enter into any collective bargaining agreement or recognize any labor organization; cancel, terminate, fail to renew or allow to lapse any insurance policy covering the Purchased Assets; make any capital expenditure except as permitted by the budget approved by the Bankruptcy Court; disclose confidential information other than in the ordinary course under reasonable and customary confidentiality restrictions; waive or release restrictive covenant obligations of any Current or Former Employee; or make, change or revoke any Tax election (including the election to treat Seller as a corporation for U.S. federal income tax purposes), change any annual accounting period or material method of Tax accounting, settle any material Tax claim or assessment, surrender any material Tax refund right, consent to any extension or waiver of a Tax limitation period, or file or amend any material Tax Return relating to the Purchased Assets in a manner inconsistent with past practice.
• Seller will provide Buyer and its Representatives reasonable access to the Purchased Assets upon reasonable advance notice during regular business hours, subject to customary limitations for operational interference, confidentiality, competitive harm, legal privilege, and applicable Law, with all requests directed to Margie Kaufman or Jarod Wada. Buyer may not contact Seller's officers, employees, customers, suppliers, lessors, lenders or other material business relations prior to Closing without Seller's prior consent.
• Seller must promptly notify Buyer of consent-related communications, communications from Governmental Entities, material Proceedings relating to the Purchased Assets, and any event or condition constituting a Material Adverse Effect or that could cause a representation to be untrue or a closing condition to fail. Buyer's receipt of such information does not waive or affect any representation, warranty or agreement of Seller and does not amend or supplement the Schedules.
• Both Parties will make required regulatory filings and submissions, cooperate in exchanging information, and use reasonable best efforts to obtain all required clearances, and will use reasonable best efforts to perform their obligations and effect the transactions as soon as practicable. Buyer and its Affiliates are expressly not required, however, to divest or dispose of any assets, rights, product lines or businesses, terminate any existing relationships, contractual rights, obligations or joint ventures, create any new relationship or obligation, effect any restructuring, accept prior-approval or other conditions, or enter into litigation to overturn any governmental determination. Both Parties are subject to mutual confidentiality obligations with respect to the other Party's Confidential Information, subject to customary exceptions for affiliates and advisors, compelled disclosure, and information that is or becomes public or is obtained from a non-restricted source.

Employees

• Buyer may, in its sole discretion, offer employment to certain of Seller's employees, and Seller will cooperate with such offers. Nothing requires Buyer to hire any employee, and the hiring of employees is not a term or condition of the Agreement. Any employees hired by Buyer will be employees "at-will."
• Except as required by Law, Buyer may issue communications (including electronic communications) to Current Employees prior to Closing without Seller's prior written approval. Seller will terminate the employment of any employee accepting an offer from Buyer immediately prior to commencement of such employment, with termination costs the sole obligation of Seller.
• Seller will not seek to enforce non-competition, non-solicitation, non-disclosure or similar restrictive covenants against Current Employees hired by Buyer following the Closing, and will use commercially reasonable efforts to transfer the benefits of such agreements to Buyer as an intended third-party beneficiary.
• Seller retains Liability for all employment, benefit and related matters concerning Current and Former Employees and independent contractors, and for all Employee Benefit Plans. Buyer will not be a successor employer under any applicable law.
• Buyer will indemnify, defend and hold harmless Seller and its officers, directors and managers against claims, losses or liabilities arising from the ordinary course payroll obligations incurred and unpaid as of the Closing Date but payable after Closing.
• Buyer will maintain transferred employee records as long as required by applicable Law and afford Seller reasonable access during that period, subject to confidentiality.
• The employee provisions run solely between the Parties, confer no third-party beneficiary rights on any Current or Former Employee, do not amend or establish any Employee Benefit Plan, and do not obligate Buyer to employ any person for any period or limit Buyer's right to change any benefit or compensation arrangement.

Post-Closing Arrangements

• Buyer will provide the Seller or any successor, estate representative or litigation trustee reasonable access to, and the right to copy, books and records related to the Business, the Purchased Assets or the Assumed Liabilities, on reasonable advance notice during regular business hours, and will preserve such records until the latest of Buyer's records retention policy period, the retention period required by applicable Law, the conclusion of all bankruptcy proceedings relating to the chapter 11 case, and, for Tax records, expiration of the applicable statute of limitations. Buyer need not provide access where doing so would violate applicable Law or jeopardize a legal privilege, or in connection with any dispute, claim or controversy between Buyer and the Seller or any successor, estate representative or litigation trustee.
• Accounts Receivable as of the Closing Date remain an Excluded Asset of the Debtor's estate, other than the Monthly Management Fees constituting a Purchased Asset. As of the Closing Date, Buyer is authorized to open any mail addressed to Seller relating to the Purchased Assets and delivered to Buyer on or after the Closing Date, is appointed attorney-in-fact to endorse and deposit instruments relating to Purchased Asset receivables and post-Closing work, and has sole authority to bill and collect such receivables. Amounts received by Seller in respect of such receivables will be held in trust for Buyer and remitted within five business days.
• Upon Closing, all insurance coverage maintained by Seller in relation to the Purchased Assets will cease to provide coverage, and no further coverage will be available to Buyer or the Purchased Assets under such policies.
• The Purchaser is authorized as of the Closing Date to operate under any License of the Seller constituting a Purchased Asset, and all such Licenses are directed to be transferred. Where Licenses are not assumable and assignable, the Purchaser will make reasonable efforts to apply for and obtain them promptly and the Debtor will cooperate; existing Licenses remain in place for the Purchaser's benefit until new Licenses are obtained or transfer is completed. To the fullest extent provided by section 525, no governmental unit may revoke or suspend any grant, permit, or license on account of the chapter 11 filing or consummation of the Sale.
• All persons or entities in possession or control of the Assets are directed to surrender possession or control to the Purchaser no later than the Closing Date or at such later time as the Purchaser may request.
• Transfer Taxes payable solely by reason of the Sale are to be paid by Buyer, which is responsible for filing the related Tax Returns with the Parties cooperating in their preparation. To the extent permitted under applicable law, including section 1146, the Sale is exempt from sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary stamp, and similar taxes, governmental charges and recording charges, including any interest and penalties thereon.
• The automatic stay is modified solely to the extent necessary to implement the Stalking Horse APA and the Sale Order, and the Purchaser need not seek relief from the stay to enforce remedies thereunder.
• The 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) is expressly waived; the Sale Order is effective and enforceable immediately upon entry. The Court retains jurisdiction to interpret, implement, and enforce the Sale Order and the Stalking Horse APA and to adjudicate any disputes relating to the Sale.

Tax Matters

• The Purchase Price and any other items treated as consideration for U.S. federal income tax purposes will be allocated among the Purchased Assets under section 1060 of the Code. Buyer must deliver the Allocation to Seller within 90 days after Closing; Seller may request reasonable changes in writing within 30 days; and where a Seller-proposed change remains disputed after 30 days, Buyer's draft controls. Both Parties must file Tax Returns (including IRS Form 8594) consistent with the final Allocation absent a change in Law or a determination under section 1313 of the Code. Section 2.7 survives the Closing without limitation.
• Seller prepares and files Tax Returns for the Purchased Assets for periods ending on or before the Closing Date with original due dates on or before Closing; Buyer prepares and files all Tax Returns with original due dates after Closing, including Straddle Period returns.
• Seller bears Taxes for any Pre-Closing Tax Period, including Pre-Closing Straddle Taxes, determined by an interim closing of the books except that ad valorem and similar property Taxes are prorated on a daily basis. Seller's allocable amount is estimated as of Closing and paid over to Buyer at Closing, with any amount not calculable at Closing trued up within five business days after determination.
• The Parties may withhold and deduct amounts required under the Code or other Tax Laws, with withheld amounts treated as paid to the recipient; Buyer will not withhold on the Purchase Price so long as Seller delivers the IRS Form W-9, and the Parties will cooperate in good faith to reduce or eliminate withholding.
• The Parties will cooperate on Tax Returns, audits and proceedings, retain and share relevant records, and inform each other of final determinations. Seller must abide by record retention agreements with Governmental Entities and give Buyer 30 days' written notice before transferring, destroying or discarding Tax records, and must allow Buyer to take possession of them on request. Except as specifically set forth, neither Party makes any representation regarding the Tax implications of the transactions.

Bankruptcy Court Matters

• The Sale Order was required to be in form and substance acceptable to Buyer, and the Recitals provide that a Sale Order requiring Buyer to assume, pay or become responsible for any Seller liability that is not an expressly defined Assumed Liability is deemed not satisfactory to Buyer.
• Seller was required to work in good faith to obtain entry of the Sale Order by the milestone in the DIP Order, to furnish Buyer a draft of the proposed Sale Order at least seven days before filing, and, where reasonably practicable, to provide Buyer drafts of all documents, motions, orders, filings and pleadings relating to the Agreement at least two business days before filing, each in form and substance acceptable to Buyer.
• Buyer was required to assist in obtaining entry of the Sale Order, including furnishing affidavits and financial information and making employees and Representatives available to testify to establish good-faith purchaser status under section 363(m) and adequate assurance of future performance under section 365.
• If the Bidding Procedures Order, Sale Order or related orders are appealed or made the subject of a petition for certiorari or motion for reconsideration, stay, vacatur or rehearing, Seller must immediately notify Buyer and use commercially reasonable efforts to defend and to obtain an expedited resolution.
• Nothing in the Agreement requires Seller to give untruthful testimony or to violate any duty of candor or fiduciary duty to its creditors or the Court.

Representations and Warranties

• Seller represents that, as of immediately prior to the Closing Date, it will have good and valid title to (or valid leasehold interests in) each of the Purchased Assets and the power and right to sell, assign, transfer, convey and deliver them free and clear of all Liens, subject to entry of the Sale Order.
• Seller is a Delaware limited liability company duly formed, validly existing and in good standing, has no subsidiaries and owns no equity securities in any other Person. Seller does not own any real property and, except as set forth on Schedule 3.12, is not a party to any Leases. Seller holds no Permits related to or required for the ownership or operation of the Business, and to Seller's Knowledge no material Permits are required.
• To Seller's Knowledge, the Purchased Assets are in good operating condition and repair, subject to ordinary wear and tear, and are suitable for the purposes for which they are currently used — a representation that sits alongside, and is qualified by, the AS IS, WHERE IS disclaimer below.
• Seller's other representations, each qualified to Seller's Knowledge, cover: material compliance with applicable Laws for the prior three years and no outstanding orders; the accuracy of the material Contracts list on Schedule 3.7 and the absence of breaches or defaults other than those arising from the chapter 11 case and unpaid Cure Amounts; Intellectual Property (Seller owns no patents, trademark or copyright registrations, domain names or software except as listed on Schedule 1.1(k), no infringement notices, employee and contractor invention-assignment and confidentiality agreements, and compliance with data security, data privacy and PII requirements with no known breaches or investigations); litigation on Schedule 3.9; employment matters (no collective bargaining agreement or union representation, employee and independent contractor censuses, and material compliance with wage, hour, classification, immigration, discrimination, WARN and COBRA Laws); Employee Benefit Plans (Schedule 3.11(a), with no plan intended to qualify under section 401(a), no defined benefit, multiemployer, multiple employer or multiple employer welfare arrangement liability, and no post-termination or retiree health benefits other than as required by COBRA); environmental matters; Tax matters (returns filed and Taxes paid, no waivers of limitation periods, no assessments or audits, and full withholding compliance); anti-bribery and anti-corruption compliance, including the FCPA and UK Bribery Act; that none of the Purchased Assets is a TID U.S. business under 31 C.F.R. § 800.248; and the absence of related party interests in any Assumed Contract or Purchased Asset.
• Buyer represents as to its organization, validity and good standing in Delaware; due authorization, execution and enforceability; absence of conflicts and of required Governmental Entity filings or consents; its credit bid right and sufficient funds for the Closing Date Payment; the absence of material Proceedings against it; and that it has no broker or finder liability for which Seller could become liable.
• The Purchased Assets are sold "AS IS, WHERE IS" with all faults and without representation or warranty of any kind except as expressly set forth in Article III or the Related Documents, with Seller specifically disclaiming any warranty of merchantability, usage, suitability, or fitness for a particular purpose.
• None of the representations or warranties of either Party survive the Closing; upon Closing all such representations and warranties terminate, and neither Party will have any post-Closing liability for breach.
• Each Party represents that it has not entered into any Contract to pay, and has no Liability for, broker, finder or agent fees for which the other Party could become liable, except as set forth on Schedule 3.17 with respect to Seller.

Notice and Objections

• As evidenced by the affidavits and certificates of service and publication filed at Docket Nos. 69, 82, 151 and 160, the Court found that due, proper, timely, adequate and sufficient notice of the Motion, the Sale Hearing, the Auction, the Sale, and the proposed assumption and assignment was provided in accordance with sections 102(1), 363, and 365, Bankruptcy Rules 2002, 6004, 6006 and 9014, and the Local Rules, to the Notice Parties, the U.S. Trustee, counsel to the DIP Lender and Stalking Horse Bidder, the Committee, the U.S. Attorney's Office for the District of Delaware, the IRS, the attorneys general for the states in which the Debtor operates, known interested parties, entities asserting liens or interests in the Debtor's assets, and parties requesting notice under Bankruptcy Rule 2002.
• For entities whose identities were not reasonably ascertainable, publication of the Sale Notice once in the national edition of USA Today on July 17, 2026 was deemed sufficient and reasonably calculated to reach such entities.
• All objections and responses to the Motion, including to the assumption and assignment of the Purchased Contracts and related Cure Costs, that were not withdrawn, waived, settled, or resolved are overruled and denied on the merits with prejudice, and untimely objections are forever barred.

Governing Law, Venue and Miscellaneous

• Except to the extent the mandatory provisions of the Bankruptcy Code apply, the Agreement is governed by the internal Laws of the State of Delaware without regard to conflicts of law principles.
• Proceedings arising out of or related to the Agreement may be brought only in the Bankruptcy Court and any federal court to which an appeal may be taken; if the Bankruptcy Case is closed or the Bankruptcy Court is unwilling or unable to hear the matter, in the Delaware Chancery Court; or, if that court declines jurisdiction, in any state or federal court within the State of Delaware. Each Party irrevocably submits to that exclusive jurisdiction, waives any improper or inconvenient forum objection, and consents to service of process in the manner provided for notices.
• Each Party irrevocably waives, to the fullest extent permitted by applicable Law, any right to a trial by jury in any Proceeding based on, arising out of or related to the Agreement or the transactions contemplated by it, and agrees any such Proceeding will be decided by court trial.
• The Parties are entitled to injunctive relief and specific performance without proof of damages and without posting bond or other security, in addition to any other remedy; the right to specific performance is described as an integral part of the transactions.
• The Agreement may be enforced only against the entities expressly named as Parties; no past, present or future shareholder, member, partner, manager, director, officer, incorporator, employee, affiliate, agent or advisor of either Party has any liability for the Parties' obligations. Except as expressly provided, the Agreement confers no rights on any Person other than the Parties.
• The Agreement may be amended only in a writing signed by the Parties and waived only in a writing executed by the Person against whom the waiver is sought; it, together with the Related Documents, constitutes the entire agreement superseding all prior agreements on the subject matter; and it may be executed in counterparts, including by pdf signature.

Additional Sale Order Provisions

• The Sale Order and the Stalking Horse APA bind the Debtor, its estate, all creditors and equity holders, all holders and alleged holders of Encumbrances whether known or unknown, all counterparties to the Purchased Contracts, and the Purchaser and its agents, representatives, affiliates and permitted successors and assigns, and remain binding notwithstanding the later appointment of any trustee, examiner or other fiduciary, including on conversion of the case to chapter 7.
• The Debtor is authorized to pay, without further Court order and whether before, at or after Closing, any expenses or costs required to consummate the transactions or perform its obligations, in each case in accordance with the DIP Order (including the Approved Budget) and with the Purchaser's consent. No consents or approvals other than those expressly provided for are required for the Debtor to consummate the Sale.
• Nothing in any plan of liquidation or reorganization, or in any order entered in the chapter 11 case, any subsequent chapter 7 or chapter 11 case, or any related proceeding, may conflict with or derogate from the Sale Order or the Stalking Horse APA.
• The failure to include any particular provision of the Stalking Horse APA in the Sale Order does not impair that provision; to the extent of any inconsistency between the Sale Order and the Stalking Horse APA, the Sale Order governs, and the Sale Order also governs over any inconsistent prior order or pleading with respect to the Motion.
• The Stalking Horse APA and related agreements may be modified, amended or supplemented by the parties in accordance with their terms without further order of the Court.
• The provisions of the Sale Order are nonseverable and mutually dependent, and all time periods are calculated under Bankruptcy Rule 9006(a).

Key Dates

• Petition Date: June 5, 2026
• Prepetition Note Date: May 6, 2026
• Creditors' Committee Appointment: June 22, 2026
• Stalking Horse APA Execution: July 9, 2026
• Form of Stalking Horse APA Filed: July 10, 2026 [Docket No. 145]
• DIP Order Entry: [Docket No. 149]
• Assumption Notice Service: [Docket Nos. 145, 151]
• Bidding Procedures Order Entry: July 10, 2026 [Docket No. 146]
• Notice of Successful Bid Filed: [Docket No. 170]
• Sale Notice Publication (USA Today): July 17, 2026
• Bid Deadline / Initial Avoidance Action Schedule Delivery Deadline: July 27, 2026
• Sale Hearing: Aug. 6, 2026
• Sale Order Entry: Aug. 6, 2026
• Outside Date: Aug. 7, 2026 (extended automatically for the pendency of any specific performance Proceeding commenced before that date, plus ten business days or such other period set by the court)
• Designated Buyer Notice Deadline: two business days prior to Closing
• Deadline to Add or Remove Purchased Contracts: two business days prior to the Closing Date under the Sale Order; under the Stalking Horse APA, Buyer may amend the Assumed Contract List at any time prior to the Closing Date and may remove Contracts after Closing in defined circumstances
• Closing Date: the first business day after satisfaction or waiver of all closing conditions
• Purchase Price Allocation Delivery: within 90 days after Closing, with Seller's change requests due within 30 days thereafter
• Note on computation: Business Day means each calendar day except Saturdays, Sundays and days on which banks are required or authorized to close in the State of Delaware or London, England.