SiFi Networks America - Chapter 11 Plan Terms

Plan Terms

Overview

• In re SiFi Networks America, LLC, Case No. 26-10912 (BLS), pending in the United States Bankruptcy Court for the District of Delaware; Petition Date June 5, 2026.
• SiFi Networks America, LLC (the “Debtor”) filed its First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation (the “Combined Plan and Disclosure Statement”) pursuant to sections 1125 and 1129 of the Bankruptcy Code.
  • The Combined Plan and Disclosure Statement constitutes a liquidating chapter 11 plan providing for the Distribution of the Debtor’s Assets, already liquidated or to be liquidated over time, to Holders of Allowed Claims in accordance with the priority of claims provisions of the Bankruptcy Code.
  • The Plan will be implemented through the consummation of the Sale, the establishment of the Liquidation Trust, the vesting in and transfer to the Liquidation Trust of the Liquidation Trust Assets, and the making of Distributions by the Liquidation Trust.
  • Nothing in the Combined Plan and Disclosure Statement or the Confirmation Order shall grant the Debtor a discharge pursuant to section 1141(d) of the Bankruptcy Code.
• The Debtor is a specialized telecommunications infrastructure project management and deployment services provider and the U.S.-based subsidiary of SiFi Networks America Ltd. (“SNA Ltd.” or “Parent,” and together with its affiliates and the Debtor, “SiFi”), a United Kingdom private limited company.
  • Founded in 2013 by Roland Pickstock and Mike Harris, SiFi operates as an open-access developer, operator, and wholesaler of fiber-to-the-premises (“FTTP”) networks across California and the mid-West, developing citywide open-access networks (the “Networks”) under its FiberCity® brand through long-term access agreements to municipal public rights-of-way.
  • Each investment is structured through non-recourse special purpose vehicles known as “City LLCs” (the “Project Companies”), which are owned by the investors themselves; to date, investors have committed approximately $1 billion, primarily through Future Fiber Networks LLC (“FFN”) and the SmartCity Infrastructure Fund (“SCIF”), which is controlled by APG, Europe’s largest pension fund.
  • In conjunction with SNA Ltd., the Debtor provides project management services across nine Networks: two completed (Placentia, California and Kenosha, Wisconsin); six operational but still under construction (Farmington, Michigan; Rockford, Illinois; Simi Valley, California; Oceanside, California; Palmdale, California; and Escondido, California); and one under construction in Fullerton, California. SiFi previously developed projects in East Hartford, Connecticut and Saratoga Springs, New York, both of which were subsequently abandoned, and has a suspended project in Rancho Cordova, California. The Escondido, Farmington, Oceanside, Palmdale, and Rockford Networks are managed by the Debtor pursuant to an asset management agreement with FFN; the Simi Valley, Rancho Cordova, Placentia, and Kenosha Networks are managed by ArcLink Fiber (US) Ltd.
  • The Debtor generates approximately $10 million in annualized revenue, primarily through management fees earned for developing and managing the applicable Networks. Management fees are fixed, with some variability based on targets, and are paid monthly by the Project Companies based on the size of the applicable project; due to increased resources and complexity, fees are higher during construction than during operations. The Debtor also has the potential to earn development fees subject to meeting key milestones. As of the Petition Date, the Debtor had approximately 32 employees.
  • The Debtor is a Delaware limited liability company and a wholly owned subsidiary of Parent. It is manager-managed, with Michael Wyse of Wyse Advisors, LLC serving as the sole independent manager (the “Manager”). Marjorie Kaufman signed the Combined Plan and Disclosure Statement as Chief Restructuring Officer, and Jacen Dinoff submitted the First Day Declaration as Chief Restructuring Officer. In April 2026, SNA Ltd. was acquired by Gaziti and SCIF.

Events Leading to the Chapter 11 Filing

• The Debtor faced financial and operational difficulties relating to, among other things: (i) SNA Ltd. discontinuing working capital funding, taking steps to sell substantially all of its own assets, and commencing its own insolvency proceeding in the United Kingdom (the “UK Proceeding”); (ii) adverse litigation results paired with an inability to continue paying its professional advisors; and (iii) vendors and servicers threatening to commence legal action and/or discontinue doing business with the Debtor.
  • With SNA Ltd. ceasing to provide working capital and no third-party financing available, on May 6, 2026, the Debtor obtained the $2.2 million Prepetition Loan from ArcLink. The Prepetition Note bears interest at 13% per annum, increasing by an additional 5% upon and during the continuance of an event of default, and the Prepetition Note and related transaction documents gave ArcLink a first priority lien on substantially all of the Debtor’s assets. Prior to obtaining the Prepetition Loan, the Debtor’s working capital had been funded entirely by SNA Ltd.
  • Around the same time, the Debtor learned that the American Arbitration Association/International Centre for Dispute Resolution (the “Arbitration Panel”) might issue a final award against the Debtor in the Generate Litigation, potentially exposing it, on a joint and several basis, to an ultimate judgment of approximately $17.5 million that it would have had no ability to satisfy.
  • As of April 30, 2026, the Debtor had approximately $26.4 million in unsecured debt in the form of accounts payable, accrued liabilities, and other liabilities, of which approximately $23 million relates to Intercompany Claims. That amount is based on the Schedules and is subject to (i) material modification following the General Bar Date and (ii) any claim that may be filed by Generate relating to the Generate Litigation.
• Prepetition litigation matters contributing to the decision to seek chapter 11 protection included:
  • Generate Litigation: In December 2023, Generate Saratoga Springs Fiber Member, LLC and Generate East Hartford Fiber Member, LLC (collectively, “Generate”) filed a complaint against the Debtor, SNA Ltd., and certain affiliates in the Delaware Court of Chancery seeking, among other things, specific performance with respect to agreements relating to fiber optic networks in Saratoga Springs, New York and East Hartford, Connecticut. The matter moved to arbitration, and the Arbitration Panel issued a Partial Final Award on January 22, 2026 and a Second Partial Final Award on May 1, 2026, finding the Debtor jointly and severally liable to Generate for approximately $16.3 million, plus attorneys’ fees of approximately $1.2 million. On April 27, 2026, the defendants moved for summary judgment in the Court of Chancery seeking to vacate the Partial Final Award.
  • Berkshire Hathaway Litigation: The Debtor is a third-party defendant in a suit filed by Berkshire Hathaway Specialty Insurance Company in the U.S. District Court for the Central District of California alleging breach of a National Multi-City Agreement entered into in 2018 between Corbel Communications Industries LLC (“Corbel”) and the Debtor, which granted Corbel a right of first refusal with respect to certain microtrenching projects. A jury trial was scheduled to commence August 25, 2026, and the Debtor lacked sufficient resources to pay defense counsel.
  • Neda and Lightpath Litigations: Peter Neda, the Debtor’s former general counsel, filed a breach of contract complaint against the Debtor and SNA Ltd. in California Superior Court on January 21, 2025, and Cablevision Lightpath LLC filed a breach of contract complaint against the Debtor in Delaware Superior Court on May 6, 2026. Both matters remained in early stages as of the Petition Date.
• On April 22, 2026, SNA Ltd. appointed Michael Wyse of Wyse Advisors, LLC as sole Manager to assess the Debtor’s financial position and develop a comprehensive restructuring plan.
  • The Debtor retained Cole Schotz P.C., KCP Advisory Group LLC (“KCP”), and Sherwood Partners, Inc. as sales agent (the “Sale Agent”) to assist with its restructuring strategy and contingency planning.
  • The Debtor and SNA Ltd. entered into a pre-petition Master Services Agreement governing the ongoing provision of services to one another, and the parties’ professionals coordinated so that the Chapter 11 Case would commence simultaneously with SNA Ltd.’s filing of a notice of intention to appoint administrators and the closing of SNA Ltd.’s asset sale.
  • After considering all alternatives, the Manager decided to file for chapter 11 protection on June 5, 2026 to preserve the Debtor’s assets and conduct a bankruptcy sales process in an effort to maximize value for creditors. On June 22, 2026, the U.S. Trustee appointed the Official Committee of Unsecured Creditors (the “Committee”), which retained Lowenstein Sandler LLP as its counsel.

Sale Transaction

• The Debtor’s paramount goal in the Chapter 11 Case is to maximize the value of the Estate for the benefit of its creditor constituencies and other stakeholders through the sale of substantially all of the Assets.
  • The Debtor executed the Stalking Horse Agreement with ArcLink Fiber LLC (“ArcLink”), as Stalking Horse Bidder, in a sale process conducted pursuant to section 363 of the Bankruptcy Code.
  • ArcLink Fiber LLC acts in three capacities under the Combined Plan and Disclosure Statement: as the Prepetition Secured Noteholder (defined as an affiliate of PATRIZIA), as the DIP Lender, and as the Stalking Horse Bidder and Buyer. The defined Buyer Affiliates include PATRIZIA Infrastructure Ltd, APG Asset Management N.V., Future Fiber Networks LLC and 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 their respective current and former direct shareholders and equity holders, officers, directors, employees, managers, agents, representatives, funds, and managed accounts. SCIF is controlled by APG and, with Gaziti, acquired SNA Ltd. in April 2026; ArcLink Fiber (US) Ltd. manages four of the nine Networks. The Buyer, the Buyer Affiliates, and the Project Companies are Released Parties under the Plan.
  • The Sale contemplates a credit bid for a total purchase price of $5.85 million in the aggregate, consisting of (i) all of the DIP obligations, (ii) the aggregate principal amount of the Prepetition Note as of the Closing, and (iii) cash in the amount of $200,000. The Credit Bid Amount, as set forth in the Stalking Horse Agreement, equals $5,853,039.
  • The Debtor filed the Bidding Procedures Motion on the Petition Date, seeking approval of sale procedures providing for ArcLink to serve as Stalking Horse Bidder against which higher or otherwise better offers could be sought, setting the floor for a competitive bidding process where topping bids could yield additional value inuring to the benefit of all stakeholders.
• The Bankruptcy Court entered the Bidding Procedures Order on July 10, 2026.
  • On July 28, 2026, after not receiving any Qualified Bids other than the bid submitted by the Stalking Horse Bidder, the Debtor filed a Notice of Cancellation of Auction and Successful Bidder, cancelling the Auction and deeming the Stalking Horse Bidder the Successful Bidder.
  • The Bankruptcy Court entered the Sale Order on August 6, 2026, and the Sale closed on August 7, 2026.

DIP Financing

• In the weeks leading up to the Petition Date, the Debtor, through its Sale Agent, solicited interest in debtor-in-possession financing from ten potential lenders; none were willing to move forward with an actionable proposal, revealing that no lenders would provide financing outside of the Debtor’s capital structure.
• Following extensive, good faith, and arm’s-length negotiations with ArcLink, the Debtor secured the DIP Facility with ArcLink as DIP Lender.
  • The DIP Facility initially consisted of new money loans in the aggregate principal amount of $3,130,000 and a roll-up of the Prepetition Note, of which $1,135,000 was made available upon entry of the Interim DIP Order.
  • Under the Final DIP Order, the DIP Lender provided an additional $300,000 in DIP financing for payment of the Committee’s professionals, increasing the DIP Facility to a total of $3,430,000.
  • The DIP Facility accrues interest at 10% per annum and includes no fees.
  • With the Stalking Horse Bidder as Successful Bidder, the Allowed DIP Loan Claim shall be satisfied in full and reduced to zero on a dollar-for-dollar basis pursuant to the Sale contemplated by the Stalking Horse Agreement.

Global Settlement

• Shortly after the Committee’s appointment, the Debtor, the Committee, the Prepetition Secured Noteholder, and the DIP Lender commenced negotiations in connection with the Final DIP Order, the Bidding Procedures, and the Plan, culminating in a global settlement resolving all disputes and potential litigation of all claims and controversies relating to the Debtor, the DIP Facility, the Bidding Procedures, the Sale, and the Plan, including the treatment of General Unsecured Claims (the “Global Settlement”).
• The Global Settlement provides, in part, for:
  • Extension of certain dates and deadlines with respect to the Sale.
  • Transfer of certain Estate Claims and Causes of Action to a Liquidation Trust to be established for the benefit of holders of Allowed General Unsecured Claims.
  • Funding of the Liquidation Trust with at least $175,000 of Liquidation Trust Funding provided by the DIP Lender.
  • Exclusion of the Excluded Assets from the Stalking Horse Agreement.
  • Distribution of proceeds of any Liquidation Trust Assets, including any Excluded Assets, to the Liquidation Trust Beneficiaries in accordance with the terms of the Liquidation Trust Agreement.
• The Debtor states that the Global Settlement is the product of good-faith, arm’s-length negotiations, provides an opportunity for recoveries for unsecured creditors that previously was not contemplated, and is consistent with the objectives of chapter 11.
• Pursuant to Bankruptcy Rule 9019, the settlements contained in the Combined Plan and Disclosure Statement shall constitute a good-faith compromise and settlement of all Claims or controversies resolved thereunder, with entry of the Confirmation Order constituting the Bankruptcy Court’s approval of such compromises and settlements and a determination that they are in the best interests of the Debtor, its Estate, and all Holders of Claims and Equity Interests.
  • Nothing in that provision shall be deemed a settlement as to all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Creditor or Holder of an Equity Interest may have with respect to any Allowed Claim or Equity Interest or any distribution to be made on account thereof.

Liquidation Trust

• On the Effective Date, the Liquidation Trust shall be established, and the Debtor and the Liquidation Trustee shall execute the Liquidation Trust Agreement and take all steps necessary to establish the Liquidation Trust in accordance with the Plan and the Global Settlement.
  • In the event of a conflict between the terms of the Plan and the Liquidation Trust Agreement, the terms of the Liquidation Trust Agreement shall govern.
  • The Liquidation Trustee is the Person selected by the Committee. The Liquidation Trust Agreement, which must be acceptable to the Committee in form and substance, will be filed as part of the Plan Supplement.
• On the Effective Date, the Debtor shall irrevocably transfer to the Liquidation Trust all of its rights, title, and interest in and to the Liquidation Trust Assets, including the Liquidation Trust Claims and Causes of Action, which shall automatically vest free and clear of all Claims, Interests, Liens, and other encumbrances of any kind except for the Liquidation Trust Claims and Causes of Action.
  • Liquidation Trust Assets include (i) the Liquidation Trust Funding, (ii) the Liquidation Trust Claims and Causes of Action, and (iii) any Excluded Asset.
  • Liquidation Trust Funding consists of (a) the Cash Amount; (b) any budgeted but unused professional fees and/or retainers of the Debtor, the Committee, the Claims and Noticing Agent, or the Secured Noteholder; (c) any unused fees for ordinary course professionals; (d) any budgeted but unused amounts in the “Office Supplies/General Administrative Expenses” and “Travel” line items in the DIP Budget; and (e) any refunds or reimbursements of prepaid amounts of the Debtor, provided that amounts budgeted for items (b)-(e) shall not be adjusted downward without the Committee’s prior written consent.
  • Liquidation Trust Claims and Causes of Action means any claim or cause of action that is not a Purchased Asset pursuant to Sections 1.1(c) and 1.1(d) of the Stalking Horse Agreement.
  • The transfer shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or similar tax, and the vesting shall not be construed to destroy or limit any asset or waive any right, which may be asserted by the Liquidation Trust as if still held by the Debtor.
• The Liquidation Trust is established for the purpose of, among other things, liquidating the Liquidation Trust Assets and collecting proceeds thereof, reconciling General Unsecured Claims, administering the Claims of the Liquidation Trust Beneficiaries, and making distributions to Liquidation Trust Beneficiaries, with no objective to continue or engage in the conduct of a trade or business except as reasonably necessary to, and consistent with, its liquidating purpose.
  • The Liquidation Trustee shall be responsible for: (i) liquidating or otherwise monetizing the Liquidation Trust Assets; (ii) objecting to, compromising, or settling General Unsecured Claims in accordance with the Liquidation Trust Agreement; (iii) making distributions to Holders of Liquidation Trust Interests; and (iv) winding up the Estate. The Liquidation Trustee’s powers, rights, and responsibilities shall be specified in the Liquidation Trust Agreement.
  • The Liquidation Trust shall be structured to qualify as a “liquidating trust” within the meaning of Treasury Regulations Section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and thus as a “grantor trust” within the meaning of Sections 671 through 679 of the Tax Code.
• Pursuant to section 1141(c) of the Bankruptcy Code, and except as otherwise provided in the Plan or in any document created under it, on the Effective Date all mortgages, deeds of trust, Liens, pledges, and other security interests against any property of the Estate shall be fully released and discharged, with all right, title, and interest reverting to the Debtor and/or the Liquidation Trustee. Except as otherwise provided, any assets that are property of the Estate on the Effective Date, including any Causes of Action, shall revest in the Post-Effective Date Debtor free and clear of any liens, Claims, encumbrances, and interests, and the Liquidation Trustee may thereafter use, acquire, and dispose of such property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, or Bankruptcy Court approval.

Certain Federal Income Tax Consequences

• The tax discussion assumes the Combined Plan and Disclosure Statement will be treated as a plan of liquidation of the Debtor. The Debtor has not requested an opinion of counsel or an IRS ruling, the discussion does not bind the IRS or any court, and it does not address state, local, or non-U.S. tax consequences, nor consequences to Unimpaired Holders, Holders deemed to reject, Holders paid in full in Cash, or Holders of Equity Interests.
• A U.S. Holder of an Allowed Claim generally will recognize gain or loss equal to the difference between the sum of Cash and the fair market value of other consideration received (other than amounts attributable to accrued but unpaid interest and possibly amortized original issue discount) and its adjusted tax basis in the Claim. Whether that gain or loss is capital or ordinary, and long-term or short-term, depends on the Holder’s tax status, whether the Claim is a capital asset and how long it was held, the Holder’s accounting method, whether the Claim was acquired at a market discount, and any prior bad debt or worthless security deduction.
• Distributions are allocated first to the principal amount of the Allowed Claim and any excess to accrued but unpaid interest, including amortized OID, though there is no assurance the IRS will respect that allocation.
• The Liquidation Trustee will file grantor trust returns under Treasury Regulations section 1.671-4(a), allocate taxable income and loss among Holders of Liquidation Trust Interests by reference to deemed distributions, and make a good faith valuation of the Liquidation Trust Assets to be used consistently by all parties for all U.S. federal income tax purposes. The Liquidation Trustee may elect to treat any Disputed Claims Reserve, and any Liquidation Trust Assets allocable to Disputed Claims, as a “disputed ownership fund” under Treasury Regulations section 1.468B-9 — a separate taxable entity — in which case all parties must report consistently. The Liquidation Trustee may also request an expedited determination of taxes under section 505(b).

Treatment of Claims and Equity Interests

• Unclassified Claims:
  • Administrative Expense Claims: requests must be Filed by no later than the Administrative Expense Bar Date, which is the Business Day that is 30 days after the Effective Date (or such other date approved by Final Order); Claims arising under section 503(b)(9) were required to be filed by the General Bar Date. On the Effective Date or as soon thereafter as practicable, each Holder of an Allowed Administrative Expense Claim shall receive payment in full in Cash of the Allowed amount (as determined by settlement or Final Order), or such other treatment as may be agreed.
  • DIP Loan Claim: in the event the Stalking Horse Bidder is the Successful Bidder, the Allowed DIP Loan Claim shall be satisfied in full and reduced to zero on a dollar-for-dollar basis pursuant to the Sale.
  • Professional Fee Claims: as soon as practicable after the Confirmation Date and not later than the Effective Date, the Debtor shall establish and fund the Professional Fee Reserve with Cash on hand equal to the Professionals’ good faith estimates of their actual, unpaid Professional Fee Claims as of the Effective Date. The reserve shall not be considered property of the Estate, the Liquidation Trust, or the Liquidation Trustee, and shall be maintained in trust solely for the Professionals until all Allowed Professional Fee Claims have been Paid in Full. Such Claims shall be paid in full in Cash within three Business Days of entry of the Order allowing them, or on such other terms as may be mutually agreed with the Liquidation Trustee. To the extent the Professional Fee Reserve is insufficient, Professionals shall have an Allowed Administrative Expense Claim for any deficiency. All requests for compensation and reimbursement for services performed and expenses incurred prior to the Effective Date must be Filed and served no later than 30 days after the Effective Date. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 in seeking retention or compensation for services rendered after that date terminates, and Professionals may be employed and paid in the ordinary course without further notice to or approval of the Bankruptcy Court.
  • Priority Tax Claims: each Holder shall receive payment in full in Cash of the Allowed amount on the Effective Date or as soon thereafter as practicable, or other agreed treatment.
• Class 1 – Other Priority Claims: each Holder shall receive payment in full in Cash of the Allowed amount, or such other treatment as may be agreed upon by such Holder and the Debtor. Class 1 is Unimpaired and presumed to accept.
• Class 2 – General Unsecured Claims: in full and final satisfaction, settlement, release, and discharge of their Claims, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the Liquidation Trust Interests. The Debtor estimates Allowed General Unsecured Claims of $1,298,958.38. Class 2 is Impaired and entitled to vote. All Allowed Claims arising from the rejection of Executory Contracts shall be classified as General Unsecured Claims.
• Class 3 – Intercompany Claims: each Intercompany Claim shall be, at the option of the Debtor or the Liquidation Trustee, as applicable, either (i) reinstated; (ii) set off, settled, extinguished, contributed, canceled, and released without any distribution; or (iii) otherwise addressed. Intercompany Claims include the $23,063,693 claim of Parent against the Debtor. Holders of Class 3 Claims are not entitled to vote; depending on the treatment elected, they are either Unimpaired and presumed to accept or Impaired and deemed to reject.
• Class 4 – Equity Interests: on the Effective Date, all Equity Interests in the Debtor shall be cancelled and released without any distribution or retention of property on account thereof. Class 4 is Impaired and deemed to reject.

Executory Contracts

• On the Effective Date, except as otherwise provided, each Executory Contract not previously rejected, assumed, or assumed and assigned (including any assumed and assigned in connection with the Sale) shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless it: (i) is subject to a pending motion to assume or assume and assign as of the Effective Date; (ii) is a contract, release, or other agreement or document entered into in connection with the Combined Plan and Disclosure Statement; (iii) is a D&O Policy or an insurance policy; or (iv) is identified for assumption on the Assumption Schedule included in the Plan Supplement.
• Unless otherwise ordered, Proofs of Claim based on rejection must be filed no later than 30 days after the earlier of (i) notice of entry of an order approving the rejection and (ii) notice of occurrence of the Effective Date; the Effective Date notice will state that deadline. Claims not timely filed are forever barred from assertion and unenforceable against the Debtor, the Estate, and their property, and shall be deemed fully compromised, settled, and released notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed rejection Claims are classified as General Unsecured Claims.
• Any Cure Amount due under an Executory Contract to be assumed or assumed and assigned shall be satisfied under section 365(b)(1) by payment in Cash on the Effective Date (or as soon as reasonably practicable thereafter) by the Debtor or the Liquidation Trustee, or on such other terms as the parties may agree. Each assumed Executory Contract includes all modifications, amendments, supplements, restatements, and other agreements affecting it, including easements, licenses, permits, rights, privileges, immunities, options, and rights of first refusal, unless previously rejected or repudiated. Modifications executed during the Chapter 11 Case shall not be deemed to alter the prepetition nature of the contract or the validity, priority, or amount of any related Claims.
• Neither the exclusion nor the inclusion of any contract or lease on the Assumption Schedule or in the Sale Order constitutes an admission that it is an Executory Contract or that the Estate has any liability thereunder. If a dispute arises over whether a contract or lease was executory or unexpired at the time of assumption or rejection, the Debtor or the Liquidation Trustee shall have 60 days following entry of a Final Order resolving the dispute to alter its treatment.

Provisions Governing Distributions

• Unless otherwise expressly agreed in writing, all Cash payments shall be made by check drawn on a domestic bank or by electronic wire; distributions to Liquidation Trust Beneficiaries shall be made by the Liquidation Trustee as and when provided in the Liquidation Trust Agreement.
• After the Effective Date, the Liquidation Trustee shall have sole authority to File, withdraw, or litigate objections to Claims (other than Professional Fee Claims); to settle, compromise, or Allow Claims without further notice, order, or approval of the Bankruptcy Court; to amend the Schedules; and to administer and adjust the claims register. Any agreement entered into by the Liquidation Trustee with respect to the Allowance of a General Unsecured Claim is conclusive evidence and a final determination of that Claim’s Allowance.
• Objections to Claims, including Administrative Expense Claims, must be filed and served by the Claims Objection Deadline — the first Business Day that is 180 calendar days after the Effective Date — subject to extension upon notice by the Liquidation Trustee and Court order. No payment or Distribution shall be made on any portion of a Disputed Claim until all objections are resolved by Final Order or settled.
• The Distribution Record Date is seven days prior to the Effective Date, except that for Administrative Expense Claims (other than Professional Fee Claims and section 503(b)(9) Claims) it is the later of that date and the Administrative Expense Bar Date, and for Claims arising from rejection of Executory Contracts as of the Effective Date it is the applicable Proof of Claim deadline. The Liquidation Trustee has no obligation to recognize any transfer of a Claim occurring after the Distribution Record Date.
• Distributions shall be made to the addresses on Holders’ Proofs of Claim, to any later address change delivered in writing, or to the address in the Schedules if no Proof of Claim was Filed. Undeliverable Distributions remain with the Liquidation Trustee until deliverable or until they become Unclaimed Distributions. Any Distribution not claimed on or before the Unclaimed Distribution Deadline — 90 calendar days from the date the Liquidation Trustee makes the Distribution — reverts to the Post-Effective Date Debtor and is deemed reduced to zero.
• The Liquidation Trustee shall not distribute Cash to a Holder of an Allowed Claim in an Impaired Class where the aggregate amount would be less than $50.00; such Holders are forever barred from asserting the Claim for that distribution against the Liquidation Trust, the Debtor, the Estate, or their properties, and any Cash not distributed becomes property of the Estate. If the Cash available for the final Distribution is less than the cost of distributing it, the Liquidation Trustee may donate the funds to one or more unaffiliated charities of its choice.
• The Debtor and the Liquidation Trust each retain the right to reduce any Allowed Claim by setoff or recoupment in accordance with applicable law, subject to at least ten days’ written notice to the Holder and a 30-day objection period; if the Holder timely objects, the setoff or recoupment may not be effectuated without prior Bankruptcy Court approval. Distributions are allocated first to the principal amount of the Allowed Claim, with any excess allocated to accrued but unpaid interest.
• All Distributions are subject to applicable federal, state, local, and foreign withholding and reporting requirements, and each Holder bears sole responsibility for its own tax obligations. If the Debtor or the Liquidation Trustee requests tax documentation and the Holder fails to comply within 90 days of the request, the Distribution irrevocably reverts to the Estate and any Claim in respect of it is disallowed and forever barred.

Wind-Down and Dissolution

• Following the closing of the Sale, the Debtor will focus principally on pursuing confirmation of the Combined Plan and Disclosure Statement and efficiently winding down its business, with remaining Assets expected to consist of, among other things, the Liquidation Trust Assets.
  • Because the Debtor is authorized to fund the Wind-Down Account with an amount equal to (i) budgeted and accrued but unpaid expenses and (ii) the Post-Carve Out Trigger Notice Cap, the Debtor expects to have sufficient liquidity and/or access to Assets to make any required Distributions and to facilitate an orderly wind-down by the Liquidation Trustee.
• On the Effective Date or as soon thereafter as reasonably practicable, the Liquidation Trustee shall wind up the Debtor’s affairs and, upon completion, dissolve the Debtor without the need for any corporate action, approval, or filings, and without payment of any taxes or fees to effect such dissolution.
  • The Liquidation Trust shall bear the cost and expense of the wind-down and of the preparation and filing of the Debtor’s final tax returns.
  • Immediately after the Effective Date, the Liquidation Trustee shall be authorized to take all actions reasonably necessary to dissolve and/or terminate the Debtor and to pay all reasonable related costs and expenses. Upon the final Distributions, to the extent not previously dissolved, the Debtor shall be deemed dissolved and/or terminated for all purposes.
• On the Effective Date, each of the Debtor’s directors, officers, and managers shall be discharged from their duties and terminated automatically, and, unless subject to a separate agreement with the Liquidation Trustee, shall have no continuing obligations to the Debtor. The Liquidation Trustee shall be deemed the sole director, officer, member, and/or manager of the Post-Effective Date Debtor.
• The Committee shall dissolve on the Effective Date, and its members shall be released and discharged from all further rights and duties arising from or related to the Chapter 11 Case, except with respect to any applications for Professional Fee Claims or expense reimbursements for Committee members.
• All fees due and payable under 28 U.S.C. § 1930, together with statutory interest under 31 U.S.C. § 3717 (“Quarterly Fees”), through and including the Effective Date shall be paid by the Debtor on the Effective Date. After the Effective Date, the Debtor and the Liquidation Trust shall be jointly and severally liable for all Quarterly Fees when due. The Debtor shall file all monthly operating reports due prior to the Effective Date on UST Form 11-MOR, and after the Effective Date the Liquidation Trust shall file separate UST Form 11-PCR post-confirmation reports when due. These obligations continue until the earliest of the Debtor’s case being closed, dismissed, or converted to a case under chapter 7. The U.S. Trustee shall not be required to file any Administrative Claim in the case and shall not be treated as providing any release under the Plan.

Releases, Exculpation and Injunctions

• Debtor Releases: effective as of the Effective Date, the Debtor, the Estate, any Person seeking to exercise the rights of the Estate, any successors or assigns of the Debtor, and any Estate representative appointed pursuant to section 1123(b)(3) shall be deemed to release the Released Parties from any claim, Cause of Action, obligation, suit, judgment, damages, debt, right, remedy, or liability, whether known or unknown, including derivative claims, relating to or arising out of the Debtor and/or any Affiliate, the Estate, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the DIP Facility, the Sale, and the negotiation, Filing, prosecution, confirmation, consummation, and administration of the Combined Plan and Disclosure Statement, in each case based on any act or omission taking place on or before the Effective Date.
  • The Debtor Releases do not release any Claims or Causes of Action arising out of, or related to, any act or omission of a Released Party determined by a Final Order of a court of competent jurisdiction to have constituted actual fraud, gross negligence, or willful misconduct.
• Third-Party Releases: effective as of the Effective Date, the Releasing Parties and each of their successors and assigns shall be deemed to release the Released Parties on substantially the same terms, and covering substantially the same subject matter, as the Debtor Releases, given for good and valuable consideration including the obligations of the Debtor under the Plan and the contributions of the Released Parties to facilitate and implement the Plan. As drafted, this provision does not contain an express actual fraud, gross negligence, or willful misconduct carve-out of the kind appended to the Debtor Releases.
• “Released Parties” include: (a) the Debtor’s Related Parties other than their former directors, managers (excluding Michael Wyse), equity holders, principals, members, and officers (excluding Jacen Dinoff and Marjorie Kaufman); (b) the Post-Effective Date Debtor; (c) the Prepetition Secured Noteholder and its Related Parties; (d) the DIP Lender and its Related Parties; (e) the Liquidation Trustee; (f) the Committee and its Related Parties; (g) the Buyer; (h) the Buyer Affiliates; (i) the Project Companies; and (j) any other Person related to the Go-Forward Business.
  • The practical effect of clause (a) is that the Debtor’s Related Parties are Released Parties, except for their former directors, equity holders, principals, and members and except for managers and officers generally — with Michael Wyse (as manager) and Jacen Dinoff and Marjorie Kaufman (as officers) expressly carved back in as Released Parties.
  • Any Person that is either not listed on, or is removed from, the Avoidance Action Schedule shall not be a Released Party pursuant to subclause (i).
  • Mike Harris, Roland Pickstock, Benjamin Bawtree-Jobson, and any Entities controlled or affiliated with or by them, or that may be listed on a schedule to the Plan Supplement, shall not be Released Parties under the Plan.
• “Releasing Parties” include: (a) the Debtor; (b) the Post-Effective Date Debtor; (c) the Prepetition Secured Noteholder; (d) the DIP Lender; (e) the Liquidation Trustee; (f) each current and former Affiliate of the foregoing that such Entity is legally entitled to bind; and (g) each Related Party of each such Entity that such Affiliate or Entity is legally entitled to bind.
  • The Post-Effective Date Debtor and the Liquidation Trustee are included as Releasing Parties in their capacities as successors to the Debtor and the Estate, respectively, and shall be deemed to have granted the releases upon their creation on the Effective Date.
  • The Releasing Parties do not include Holders of Claims or Equity Interests generally. The third-party releases run only from the enumerated Entities and from those Affiliates and Related Parties that such Entities are legally entitled to bind.
• Exculpation: the Exculpated Parties — (a) the Debtor; (b) the directors, officers, and managers of the Debtor who served at any time between the Petition Date and the Effective Date; (c) the Professionals retained by the Debtor; (d) the Committee and its members and each individual who participated in the Committee on behalf of a member; and (e) the Professionals retained by the Committee — shall be exculpated from any claim, Cause of Action, obligation, suit, judgment, damages, debt, right, remedy, or liability for any act or omission originating or occurring on or after the Petition Date through and including the Effective Date in connection with the Debtor, the Chapter 11 Case, the DIP Facility, the Sale, and the negotiation, Filing, prosecution, confirmation, consummation, and administration of the Combined Plan and Disclosure Statement, except for claims arising from any act or omission determined in a Final Order to have constituted willful misconduct or gross negligence.
  • Nothing prevents any Exculpated Party from asserting as a defense to any claim of fraud, willful misconduct, or gross negligence that it reasonably relied upon the advice of counsel.
• Injunctions: effective as of the Effective Date, all Persons holding released claims shall be permanently stayed, restrained, and enjoined from, among other things, commencing or continuing any suit, action, or other proceeding; enforcing, attaching, or collecting any judgment, award, decree, or order; creating, perfecting, or enforcing any lien; setting off (except to the extent exercised prior to the Petition Date), seeking reimbursement, contribution, or subrogation, or otherwise recouping against any liability owed to any released Person; and commencing or continuing any proceeding inconsistent with the Plan or the Confirmation Order.
  • All Persons who have held, hold, or may hold Claims against or Equity Interests in the Debtor are likewise permanently enjoined from taking such actions against the property of the Estate, the Post-Effective Date Debtor, the Liquidation Trust, the Liquidation Trust Assets, or any other property of the Debtor, except as expressly provided in the Plan, the Confirmation Order, or a separate Order of the Bankruptcy Court.

Conditions Precedent to the Effective Date

• The following conditions precedent must be satisfied or waived (to the extent capable of being waived):
  • All funding, actions, documents, and agreements necessary to implement and consummate the Plan and the transactions contemplated thereby shall have been effected or executed.
  • The Sale transaction shall have been consummated in accordance with the relevant acquisition agreement and Sale Order.
  • All professional fees and expenses of the Debtor, the Committee, and the DIP Lender that, as of the Effective Date, were due and payable under an order of the Bankruptcy Court shall have been paid in full, other than any Professional Fee Claims subject to Bankruptcy Court approval.
  • The DIP Loan Claim shall have been (i) unless otherwise agreed by the DIP Lender, satisfied in full and reduced on a dollar-for-dollar basis by the Credit Bid Amount where the Stalking Horse Bidder is the Successful Bidder; or (ii) Paid in Full in Cash as of the consummation of the Sale where the Alternate Bidder is the Successful Bidder in an Alternative Sale Transaction. Because the Stalking Horse Bidder was deemed the Successful Bidder and the Sale closed on August 7, 2026, prong (i) governs. The terms “Alternate Bidder” and “Alternative Sale Transaction” are not defined in the Combined Plan and Disclosure Statement.
  • The Confirmation Order shall have been entered, with no stay or injunction (or similar prohibition) in effect with respect thereto.
  • The Liquidation Trustee shall have been appointed in accordance with the Plan and the Liquidation Trust Agreement.
• Under Article XII.B, the Effective Date shall be a Business Day selected by the Debtor on or promptly following satisfaction or waiver of all conditions; the defined term states instead that the Effective Date is the first Business Day after such satisfaction or waiver. The Debtor shall file and serve a notice of occurrence of the Effective Date on or within two Business Days thereafter, containing, among other things, the Administrative Expense Bar Date, the deadline by which Professionals must file Professional Fee Claims, and the rejection damages Proof of Claim deadline.
• Each of the conditions may be waived, in whole or in part, by the Debtor with the consent of the Committee, without notice or an Order of the Bankruptcy Court.
  • If each condition has not been satisfied or duly waived within 60 days after the Confirmation Date, the Confirmation Order may be vacated upon motion by any party in interest; provided that it shall not be vacated if each condition is satisfied or duly waived by the Debtor, with the Committee’s consent, before any Order granting such relief becomes a Final Order. If vacated, the Plan shall be deemed null and void in all respects, without constituting a waiver or release of any Claims by or against the Debtor or prejudicing the Debtor’s rights.

Plan Modification and Committee Consent Rights

• The Debtor expressly reserves the right to alter, amend, or modify the Combined Plan and Disclosure Statement, including the Plan Supplement, one or more times before substantial consummation, subject to section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and the restrictions set forth in the Plan.
  • Any modification, alteration, or amendment must be consistent with the Global Settlement. The Debtor may seek Confirmation of a modified plan without resoliciting votes, as appropriate, and may make technical adjustments and modifications prior to the Effective Date without further Order or approval of the Bankruptcy Court.
  • The Debtor reserves the right to revoke or withdraw the Plan before the Confirmation Date, in which case the Plan shall be deemed null and void and nothing contained therein shall constitute a waiver or release of any Claims by or against the Debtor.
• The Confirmation Order, the Liquidation Trust Agreement, and all documents in the Plan Supplement shall be acceptable to the Committee in form and substance. The Plan Supplement, containing among other things the Liquidation Trust Agreement, shall be filed ten days prior to the Objection Deadline as defined in the Conditional Approval and Procedures Order.
• Upon entry of the Confirmation Order, the Debtor will be deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e), the Debtor and its affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys shall have no liability for violation of any applicable law, rule, or regulation governing the solicitation of votes.

Voting and Confirmation

• The Combined Plan and Disclosure Statement contemplates entry of the Conditional Approval and Procedures Order conditionally approving it for solicitation purposes only and authorizing the Debtor to solicit; the entry date and docket number are left blank in the filed document, as are the Confirmation Hearing date, the objection deadline, and the Voting Deadline. The Confirmation Hearing, subject to the Court’s calendar, will consider (i) final approval of the Combined Plan and Disclosure Statement as providing adequate information under section 1125 and (ii) confirmation under section 1129, and may be adjourned from time to time by the Debtor without further notice other than an announcement at the hearing or the filing of a notice.
• Only Holders of Allowed Claims in Class 2 (General Unsecured Claims) may vote, unless otherwise ordered by the Bankruptcy Court; a voting Holder must hold an Allowed Class 2 Claim or a Claim temporarily Allowed for voting purposes pursuant to the approved tabulation procedures or Bankruptcy Rule 3018(a).
  • Class 1 (Other Priority Claims) is Unimpaired and deemed to have accepted pursuant to section 1126(f). Article VI.B.6 provides that Holders in Class 3 (Intercompany Claims) and Class 4 (Equity Interests) are not entitled to receive or retain any property and are presumed to have rejected pursuant to section 1126(g); the Class 3 treatment provision and the class summary table alternatively describe Class 3 as either Unimpaired and presumed to accept or deemed to reject, depending on the treatment elected. None of these Classes is entitled to vote.
  • An Impaired Class of Claims accepts if Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class that timely and properly voted accept; an Impaired Class of Interests accepts if Holders of at least two-thirds in amount of the Allowed Interests in such Class that timely and properly voted accept.
  • Any Class that does not contain a Holder of an Allowed Claim or Equity Interest, or a Claim temporarily allowed under Bankruptcy Rule 3018, as of the commencement of the Confirmation Hearing shall be deemed deleted from the Plan for all purposes. If a Class contains eligible Claims or Equity Interests but no votes are cast, such Class shall be deemed to have accepted the Plan pursuant to section 1129(a)(8).
• Ballots must be completed, dated, properly executed, and delivered to the Claims and Noticing Agent, Stretto, Inc., by first class mail, hand delivery, or overnight mail to 410 Exchange, Suite 100, Irvine, CA 92602, or by upload at https://forms.stretto.com, on or before the Voting Deadline at 5:00 p.m. (prevailing Eastern Time). Ballots sent by e-mail or facsimile are not permitted and will not be counted, and votes may not be changed once submitted, subject to the approved tabulation procedures.
• Holders of Allowed Class 2 Claims will receive the Confirmation Hearing Notice, the Conditional Approval and Procedures Order (without exhibits), a link and QR code providing electronic access to the Plan on the Debtor’s website, and an appropriate Ballot with a pre-addressed stamped return envelope. All other Creditors and parties in interest not entitled to vote will receive only the Confirmation Hearing Notice and the applicable Notice of Non-Voting Status.
• Objections to final approval of the Combined Plan and Disclosure Statement as providing adequate information and/or to confirmation must be made in writing and Filed by 4:00 p.m. (prevailing Eastern Time) on the objection deadline and served on counsel to the Debtor (Cole Schotz P.C.), counsel to the DIP Lender and Stalking Horse Bidder (Clifford Chance US LLP and Young Conaway Stargatt & Taylor, LLP), the U.S. Trustee, and counsel to the Committee (Lowenstein Sandler LLP). Unless timely Filed and served, an objection may not be considered at the Confirmation Hearing.
• If any Impaired Class rejects or is deemed to have rejected the Plan, the Debtor requests, without delay to the Confirmation Hearing or Effective Date, that the Bankruptcy Court confirm the Plan under section 1129(b) with respect to such non-accepting Class, in which case the Plan shall constitute a motion for such relief. A plan unfairly discriminates against a class if another class of equal rank in priority will receive greater value under the plan than the non-accepting class without reasonable justification; a plan is fair and equitable if no claim or interest junior to the objecting class receives or retains any claim or interest under the plan. The Bankruptcy Court will confirm the Plan only if it meets all applicable requirements of section 1129.

Claims Process and Bar Dates

• The Debtor Filed its Schedules with the Bankruptcy Court on July 2, 2026. The U.S. Trustee scheduled the section 341(a) meeting of Creditors for July 8, 2026; the meeting was continued to July 16, 2026, when it was held and concluded.
• Pursuant to the Bar Date Order, the Bankruptcy Court established: (i) August 28, 2026 at 11:59 p.m. (prevailing Eastern Time) as the General Bar Date; (ii) December 2, 2026 at 11:59 p.m. (prevailing Eastern Time) as the Governmental Bar Date; (iii) the Amended Schedules Bar Date as the later of the General or Governmental Bar Date and 35 days after a claimant is served with notice of the applicable amendment or supplement to the Schedules — although the definitions article states 30 days after service of such notice, without reference to the General or Governmental Bar Date; and (iv) the Rejection Damages Bar Date as the later of the General or Governmental Bar Date, any date set by Court order, and 30 days after service of notice of an Order authorizing rejection of the applicable Executory Contract.
  • Notice of the Bar Dates was served on all potential Creditors of the Debtor’s Estate on or around July 24, 2026.
• On the Petition Date the Debtor filed First Day Motions seeking, among other things, authority to redact certain personally identifiable and transaction party information; continued use of bank accounts and business forms, payment of related prepetition obligations, and performance of intercompany transactions in the ordinary course, with a limited waiver of section 345(b) deposit and investment requirements; payment of certain taxes and fees; payment of obligations under prepetition insurance policies and maintenance of its surety bond program; payment of prepetition wages, salaries, other compensation, and reimbursable expenses and continuation of employee benefit programs; payment of prepetition claims of certain critical vendors and section 503(b)(9) claimants; and postpetition financing and use of cash collateral.
• On June 10, 2026, the Debtor Filed applications to retain Cole Schotz P.C. as counsel, KCP as financial advisor, Stretto Inc. as Claims and Noticing Agent, and Sherwood as Sale Agent; each was approved by Orders entered in early July 2026. Motions establishing interim compensation procedures and authorizing the employment and compensation of ordinary course professionals were approved by order entered July 6, 2026.

Certain Risk Factors

• The Debtor can make no assurance that the requisite acceptances will be received. It may need to seek acceptance of an alternative plan that may lack creditor support, or may be required to liquidate the Estate under chapter 7, and no assurance can be given that any alternative arrangement would be as favorable to creditors.
• Even if the requisite acceptances are received, there is no assurance that the Bankruptcy Court — which may exercise substantial discretion as a court of equity — will confirm the Combined Plan and Disclosure Statement, and no assurance as to whether or when the Effective Date will occur.
• Parties may object to the classification of Claims and Equity Interests under section 1122. While the Debtor believes its classification complies with the Bankruptcy Code, there is no assurance the Bankruptcy Court will agree.
• Estimates of Allowed Claims and of recoveries are good faith estimates based on assumptions. If Allowed Claims in a Class are higher, or the funds available for distribution lower, than estimated, percentage recoveries will be less than projected.
• If the Combined Plan and Disclosure Statement is not confirmed, the Debtor or another party in interest could attempt to formulate a different plan, but the additional costs — including incremental professional fees and asserted substantial contribution claims, all of which would constitute Administrative Expense Claims subject to allowance — may be significant.

Best Interests Test and Liquidation Analysis

• Section 1129(a)(7) requires that each Holder of an Impaired Claim or Equity Interest either accept the Plan or receive or retain property of a value, as of the Effective Date, not less than what it would receive if the Debtor were liquidated under chapter 7. A hypothetical chapter 7 liquidation analysis is attached to the Combined Plan and Disclosure Statement as Exhibit 1.
  • Because the Plan is itself a liquidating plan, liquidation value is substantially similar to the estimated results of the chapter 11 liquidation contemplated by the Plan. However, conversion would require appointment of a chapter 7 trustee and that trustee’s retention of new professionals, imposing a “learning curve,” additional costs, and delay, and the trustee would be entitled to statutory fees on Distributions of already-monetized Assets.
  • In a chapter 7 case, distributions to Holders of Allowed Claims would be further diminished because the Stalking Horse Agreement (or any higher or better bid for the Debtor’s assets) would likely be terminated — conversion is a termination event under the Stalking Horse Agreement — and the Liquidation Trust would not be established.
  • The Liquidation Analysis assumes conversion on or about September 30, 2026, that the Debtor’s cash on hand is the only available funding and the only material asset remaining following the Sale, and a six-month period for the trustee to distribute assets and resolve claims. Estimated chapter 7 administrative costs include trustee fees calculated at 3% of the cash balance, trustee professional fees, and U.S. Trustee fees, all payable in full before any distribution to non-priority unsecured creditors.
  • The analysis estimates full recovery for Administrative Expense and Priority Tax Claims and no recovery for Intercompany Claims under both scenarios, and no recovery for Equity Interests under either. It estimates that Holders of General Unsecured Claims would recover approximately 41.2% under the Plan compared to approximately 1.9% in a chapter 7 liquidation. On that basis the Debtor believes the “best interests” test of section 1129(a)(7) is satisfied.
  • The Debtor and its advisors make no representations or warranties as to the accuracy of the estimates and assumptions in the Liquidation Analysis, or as to a chapter 7 trustee’s ability to achieve the forecasted results, and actual results could vary materially.

Retention of Jurisdiction and Miscellaneous Provisions

• Following the Effective Date, the Bankruptcy Court retains jurisdiction to the extent legally permissible, including to hear objections to Claims and Disputed Claims issues, allow Professional compensation and reimbursement, resolve disputes over the interpretation, implementation, and enforcement of the Plan, determine state, local, and federal tax matters under sections 346, 505, and 1146 (including expedited determinations under section 505(b)), enforce injunctions, exculpations, and rulings entered in the Chapter 11 Case, resolve disputes over reserves for Disputed Claims and over whether a Person had sufficient notice of the Bar Dates, and enter a final decree closing the Chapter 11 Case.
• Upon the Effective Date, and notwithstanding Bankruptcy Rules 3020(e), 6004(a), 6004(h), and 7062, the terms of the Plan and the Plan Supplement are immediately effective, enforceable, and binding on the Debtor, the Liquidation Trustee, all Holders of Claims and Equity Interests (whether or not deemed to have accepted), all Persons and Entities subject to the settlements, compromises, releases, and injunctions, and all non-Debtor parties to Executory Contracts. The Plan is governed by Delaware law except where the Bankruptcy Code, Bankruptcy Rules, or other federal law applies. All injunctions and stays under sections 105 or 362 extant on the Confirmation Date remain in full force and effect, and the issuance, transfer, or exchange of a security or the making or delivery of an instrument of transfer under the Plan may not be taxed under any law imposing a stamp or similar tax. Nothing in the Plan constitutes an admission by any Person or Entity.