SIMAD Holdings Ltd. - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures Summary

Parties Involved

• On June 4, 2026 and June 5, 2026, the above-captioned debtors and debtors in possession (collectively, the "SIMAD Debtors") filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey (Case No. 26-16388 (CMG), jointly administered).
• The location of Debtor SIMAD Holdings Ltd.'s principal place of business and the SIMAD Debtors' service address is 50 Quality Street, #110357, Trumbull, CT 06611.
• All substantive direct communications with Acceptable Bidders, including any diligence requests, shall be conducted through SSG Capital Advisors, LLC, the SIMAD Debtors' proposed investment banker. The SIMAD Debtors have designated Alexander D. Lamm of SSG (alamm@ssgca.com) to coordinate all reasonable requests for additional information and due diligence access.

Assets Being Sold

• The SIMAD Debtors are seeking to sell all, substantially all, or a portion of the assets (collectively, the "Assets") relating to their portfolio of summer camps in one or more sale transactions, free and clear of all liens, claims, rights, interests, pledges, obligations, restrictions, limitations, charges, encumbrances, and other interests (collectively, the "Encumbrances").
  • For the avoidance of doubt, the SIMAD Debtors may sell camps in a single transaction, several transactions, or on an individual basis.
• The following are excluded from the sale process:
  • The SIMAD Debtors' assets associated with their real property located at 365 Canal Street, New Orleans, LA 70130, which are not subject to the Bidding Procedures; and
  • The assets of One Canal Place Leasing LLC and One Canal Place Real Estate LLC, which are not subject to the Motion or the relief approved in the Order.

Stalking Horse Bid

• Upon entry of the Order, the SIMAD Debtors are authorized, but not obligated or directed, in an exercise of their reasonable business judgment and in consultation with the Consultation Parties, to designate one or more Stalking Horse Bidder(s) with respect to the applicable Sale Package(s) and to enter into Stalking Horse Agreement(s).
• To the extent more than one Stalking Horse Bidder is designated, no two Stalking Horse Bidders will be designated with respect to any of the same Sale Package(s).
• If the SIMAD Debtors enter into a Stalking Horse Agreement, on or before July 9, 2026 at 4:00 p.m. (prevailing Eastern Time), they shall file and serve a Stalking Horse Notice on the Stalking Horse Bidder(s), the U.S. Trustee, counsel to the DIP Agent, counsel to the Bond Trustee, counsel to Bank of New Hampshire, counsel to any other applicable Secured Creditor, and counsel to any statutory committees. Nothing in the Order prevents the SIMAD Debtors from selecting Stalking Horse Bidder(s) and entering into Stalking Horse Agreement(s) prior to the Stalking Horse Deadline.
• Each Stalking Horse Notice shall include: (a) the identity of the Stalking Horse Bidder(s); (b) the amount of the Stalking Horse Bid(s); (c) the proposed Stalking Horse Bid Protections; (d) the terms of the Stalking Horse Agreement(s); and (e) the applicable Sale Package(s) to which the Stalking Horse Bid(s) relates.
• Any Stalking Horse Objection — to either the Stalking Horse Bid Protections or the designation of the Stalking Horse Agreement(s) — must be filed no later than three (3) business days after the filing of the applicable Stalking Horse Notice, at 4:00 p.m. (prevailing Eastern Time). If a timely objection is filed, the SIMAD Debtors may seek an expedited hearing, subject to the Court's availability. Absent a timely objection, the Stalking Horse Bid Protections and the designation of the Stalking Horse Agreement(s) are approved, and the Court may approve them without further hearing.

Bid Protections

• The SIMAD Debtors may provide a Stalking Horse Bidder with the following Stalking Horse Bid Protections:
  • Break-Up Fee: not to exceed three percent (3%) of the Purchase Price; and
  • Expense Reimbursement: reimbursement of the reasonable and documented out-of-pocket fees and expenses of the Stalking Horse Bidder, not to exceed one percent (1%) of the Purchase Price.
• The SIMAD Debtors shall not agree to, incur, or pay any Stalking Horse Bid Protections from the proceeds of any Sale Transaction without the prior written consent of (i) Bank of New Hampshire with respect to its collateral, (ii) the DIP Agent with respect to its collateral, (iii) the Bond Trustee with respect to its collateral, or (iv) any other Secured Creditor with respect to such Secured Creditor's collateral.
• The SIMAD Debtors shall not pay Stalking Horse Bid Protections on account of the portion of the Purchase Price that is a credit bid, assumption of liabilities, or other non-cash (or cash equivalent) consideration, nor provide any Stalking Horse Bid Protections to an insider or affiliate of the SIMAD Debtors.
• Except with the consent of Bank of New Hampshire or the Bond Trustee, the Stalking Horse Bid Protections shall be paid solely from the gross proceeds of any Sale Transaction with a Successful Bidder other than the Stalking Horse Bidder(s).
• Unless a Bid is selected as a Stalking Horse Bid, each Bid must include a statement that the Bid does not entitle the bidder to any break-up fee, termination fee, expense reimbursement, or similar payment, together with a waiver of any substantial contribution administrative expense claim under section 503(b) of the Bankruptcy Code. Each Acceptable Bidder bears its own costs and expenses (including legal fees) in connection with the bidding process and any Sale Transaction.

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on any portion of the applicable Sale Package(s) (a "Secured Creditor") shall have the right to credit bid all or a portion of the value of its claims within the meaning of section 363(k) of the Bankruptcy Code, but only with respect to the collateral by which such Secured Creditor is secured.
• Secured Creditors shall not be permitted to credit bid at or after the Auction(s) unless the Secured Creditor notifies the SIMAD Debtors (email between counsel being sufficient) of its intent to credit bid at least three (3) calendar days before the commencement of the Auction(s) and relinquishes its rights as a Consultation Party with respect to the evaluation and qualification of competing Bids for the Assets included in its Bid, unless and until such party unequivocally revokes its Bid and waives its right to continue in the bidding process, but the Secured Creditor shall remain a Consultation Party for all other purposes under the Bidding Procedures.
• Any credit bid by a Secured Creditor will be deemed a cash Bid solely for purposes of the SIMAD Debtors' evaluation of Bids. Any Secured Creditor shall be deemed an Acceptable Bidder and to have submitted a Qualified Bid, provided that the credit bid is submitted no later than three days prior to the Auction.
• Any credit bid is subject to any applicable challenge rights relating to the validity of the underlying security or credit agreement and related credit documentation, on the basis that the alleged secured creditor is not entitled to credit bid its alleged interests.
• For the avoidance of doubt, (i) the DIP Agent, (ii) the Bond Trustee, (iii) Bank of New Hampshire, and (iv) any other Secured Creditor shall each be deemed a Qualified Bidder with respect to its own collateral.
• In the event the only Qualified Bid or combination of Qualified Bids for the applicable Sale Package(s) received by the Bid Deadline is a credit bid, the Auction(s) will not occur, and the Stalking Horse Bid or the Qualified Bid will be deemed the Successful Bid for the related Assets.

Consultation Parties

• The Consultation Parties are: (i) counsel to any official committees appointed in these chapter 11 cases; (ii) counsel to Bank of New Hampshire; (iii) counsel to Mishmeret Trust Company, Ltd. in its capacity as Trustee for the Debentures (Series A) (the "Bond Trustee"); (iv) counsel to Mishmeret Trust Company, Ltd. in its capacity as DIP agent (the "DIP Agent"); and counsel to any other Secured Creditor with respect to any Sale of its collateral.
• To the extent a Secured Creditor submits a credit bid, it shall not be a Consultation Party with respect to such Secured Creditor's collateral for which it submits a credit bid.

Potential Purchaser Requirements

• To participate in the bidding process or otherwise be considered for any purpose, including to receive access to due diligence materials, a Potential Purchaser must deliver the following Preliminary Bid Documents to the SIMAD Debtors and their advisors:
  • An executed confidentiality agreement (a "Confidentiality Agreement") in a form and substance acceptable to the SIMAD Debtors;
  • Identification of the Potential Purchaser and any principals and representatives authorized to act on its behalf regarding the contemplated Sale Transaction;
  • A statement of which Sale Package(s) the Potential Purchaser intends to acquire;
  • Sufficient information that the Potential Purchaser has or can reasonably obtain the financial capacity to close the contemplated Sale Transaction(s), the adequacy of which must be acceptable to the SIMAD Debtors; and
  • A statement detailing whether the Potential Purchaser is partnering with any other interested party in connection with a potential joint Bid, the identity of any such party, and a description of the nature of such partnership.
• The SIMAD Debtors, in consultation with their advisors and the Consultation Parties, will determine and notify each Potential Purchaser whether it has submitted adequate documents to proceed to conduct due diligence and submit a bid (an "Acceptable Bidder"). An Acceptable Bidder shall not be eligible to participate in the Auction(s) unless it meets the Qualified Bid requirements.

Bid Requirements

• To be eligible to participate in the Auction(s), an Acceptable Bidder must deliver to the SIMAD Debtors and their advisors an irrevocable, signed offer to purchase the applicable Sale Package(s) (each, a "Bid," and if it meets the requirements, a "Qualified Bid") on or prior to the Bid Deadline. Among other requirements, each Bid must:
  • Clearly state which Sale Package(s) and which Assets or equity the bidder seeks to purchase, any liabilities and obligations to be assumed (including debt and cure costs), and any Executory Contracts and Unexpired Leases to be received by assignment;
  • Clearly set forth the Purchase Price; identify separately the cash and noncash components; indicate the allocation of the Purchase Price among the applicable Sale Package Assets; and, if the sale is to be effectuated through a plan of reorganization, describe its proposed post-emergence debt obligations and liquidity position. The Purchase Price should be a single point value in U.S. dollars on a cash-free, debt-free basis;
  • Specify with particularity its tax structure and the proposed structure for undertaking the Sale Transaction(s);
  • To the extent not accompanied by evidence of capacity to close with cash on hand, include evidence of committed financing documented to the SIMAD Debtors' satisfaction; such commitments must be unconditional and not subject to any internal approvals, syndication requirements, diligence, or credit committee approvals;
  • Include duly executed, non-contingent Bid Documents, including a purchase agreement (the form of which will be provided to Acceptable Bidders no later than July 1) marked to reflect any amendments from the form provided, a schedule of contracts and leases to be rejected, and a statement that the Bid will be irrevocable (as a "Back-Up Bid") until confirmation of a plan;
  • Describe the bidder's intentions with respect to the SIMAD Debtors' management team, camp leadership team, and, to the extent known, other employees, including any contemplated incentive plan;
  • Provide for the Cure Payments related to assumed Executory Contracts and Unexpired Leases and be accompanied by Adequate Assurance Information sufficient to satisfy sections 365(b)(3) and 365(f)(2)(B) of the Bankruptcy Code;
  • Contain no contingencies as to validity, effectiveness, or binding nature, including no due diligence, inspection, or financing contingencies, with all diligence completed before the Bid Deadline;
  • Fully disclose the identity of each participating entity and any business relationships, affiliations, or agreements with the SIMAD Debtors or any other known or prospective bidder, officer, director, or equity security holder;
  • Include an "as-is, where-is" acknowledgement; evidence of all necessary corporate authorizations and approvals; an acknowledgement of compliance with the Bidding Procedures, Bidding Procedures Order, Bankruptcy Code, and applicable non-bankruptcy law; and a written representation of no collusion;
  • Constitute a good faith, bona fide offer; provide that the bidder will serve as a Back-Up Bidder if its Bid is the next highest or otherwise best Bid; set forth required regulatory and third-party approvals and the expected time to obtain them; state the expected Closing date; and submit to the jurisdiction of the Court and waive any right to a jury trial.
• Joint Bids may be approved by the SIMAD Debtors in their reasonable business judgment, in consultation with the Consultation Parties, on a case-by-case basis, so long as the joint bid meets the Qualified Bid requirements.
• Only Bids fulfilling all requirements, or as otherwise determined in the SIMAD Debtors' reasonable business judgment in consultation with the Consultation Parties, may be deemed Qualified Bids. No later than two (2) business days prior to the Auction(s), the SIMAD Debtors shall determine which Acceptable Bidders are Qualified Bidders and notify them accordingly. If a Bid received prior to the Bid Deadline does not satisfy the Qualified Bid requirements, the SIMAD Debtors may provide the bidder the opportunity to remedy deficiencies prior to the commencement of the Auction(s).
• Binding Bids must be submitted in writing to the Notice Parties so as to be actually received no later than 4:00 p.m. (prevailing Eastern Time) on July 17, 2026 (the "Bid Deadline"). The SIMAD Debtors may extend the Bid Deadline for any reason in their reasonable business judgment, in consultation with the Consultation Parties.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to ten (10) percent of the aggregate Purchase Price of the Bid, held in an escrow account established by the SIMAD Debtors (the "Good Faith Deposit"). If a Bid is modified at or prior to the Auction(s), the bidder must adjust its Good Faith Deposit to equal ten percent of the increased aggregate Purchase Price no later than one (1) business day following the conclusion of the Auction(s).
• Within one (1) business day of the conclusion of any Auction(s), each Successful Bidder (including any Stalking Horse Bidder and Back-Up Bidder, but excluding any Secured Creditor exercising its credit bid right) shall make an additional cash deposit such that its total cash deposit equals ten percent of the aggregate Purchase Price.
• The Good Faith Deposit of a Successful Bidder will, upon consummation, become property of the SIMAD Debtors' estates and be credited toward its Purchase Price. If a Successful Bidder (or Back-Up Bidder, if applicable) fails to consummate its Bid, its Good Faith Deposit will be irrevocably forfeited to the SIMAD Debtors and may be retained as liquidated damages, in addition to any other rights or remedies.
• The Good Faith Deposits of unsuccessful Qualified Bidders (other than any Back-Up Bidder and any Stalking Horse Bidder) will be returned within five (5) business days after consummation of the applicable Sale Transaction(s) or upon the permanent withdrawal of the proposed Sale Transaction(s). A Back-Up Bidder's deposit will be returned no later than five (5) business days after the Back-Up Termination Date. The return of any Stalking Horse Bidder's deposit will be subject to the terms of its Plan or purchase agreement.

Due Diligence

• Only Acceptable Bidders are eligible to receive due diligence information, access to the SIMAD Debtors' electronic data room, and additional non-public information; such access may be terminated by the SIMAD Debtors in their reasonable discretion. No Acceptable Bidder will be permitted to conduct any due diligence without entry into a Confidentiality Agreement.
• Acceptable Bidders will not contact or engage in discussions with any customer, supplier, or other contractual counterparty of the SIMAD Debtors without the SIMAD Debtors' prior written consent (email to suffice). The Consultation Parties shall have access to the data room and all due diligence materials.
• The due diligence period will end on the Bid Deadline, after which the SIMAD Debtors shall have no obligation to furnish any due diligence information. For any Potential Purchaser that is a competitor or customer of the SIMAD Debtors, or otherwise presents a bona fide competitive or strategic concern, the SIMAD Debtors reserve the right to withhold or modify any business-sensitive diligence materials.

Evaluation of Bids

• The SIMAD Debtors shall evaluate Qualified Bids and identify the highest or otherwise best Qualified Bid or combination of Qualified Bids for the applicable Sale Package (the "Starting Bid"). Within twenty-four (24) hours after receipt, the SIMAD Debtors shall provide the U.S. Trustee and the Consultation Parties copies of all Bids received, which must be treated as confidential.
• In determining the highest or otherwise best Qualified Bid, the SIMAD Debtors may consider, in consultation with the Consultation Parties, among other factors: (a) the amount and nature of the total consideration, including assumed liabilities (administrative liabilities, Cure Payments); (b) the likelihood and timing of closing; (c) the net economic effect of any changes to the value to be received by the estates; (d) the SIMAD Debtors' regulatory requirements; (e) tax consequences; (f) whether the Bid contemplates a sale through a plan or under section 363; (g) the certainty of leading to a confirmed plan; and (h) any other consideration that may impact stakeholders.
• Prior to commencing the Auction(s), the SIMAD Debtors shall notify the Stalking Horse Bidder(s), if any, and all Qualified Bidders of the Starting Bid and distribute copies of the Starting Bid. The SIMAD Debtors may reject, at any time before entry of an order approving a Successful Bid, any Bid determined to be inadequate or insufficient, not in conformity with the Bankruptcy Code or Bidding Procedures, or contrary to the best interests of the estates.

Overbid

• Bidding shall begin with the Starting Bid(s). At the Auction(s), the SIMAD Debtors shall announce the minimum increment by which any Overbid must increase over the previous bid (the "Minimum Overbid"), in cash, cash equivalents, or other consideration the SIMAD Debtors deem equivalent (including a secured creditor's right to credit bid). Where the SIMAD Debtors have entered into a Stalking Horse Agreement to which the Overbid relates, the Minimum Overbid also accounts for the aggregate amount of the Stalking Horse Bid Protections (including any Break-Up Fee and/or Expense Reimbursement).
• The SIMAD Debtors may, in their reasonable business judgment, announce increases or reductions to the Minimum Overbid at any time during the Auction(s). Each successive Bid must contain a Purchase Price that exceeds the then-existing highest Bid by at least the amount of the Minimum Overbid.
• To remain eligible, in each round of bidding each Qualified Bidder must submit an Overbid; failure to do so will result in disqualification from continuing to participate in the Auction(s).

Auction Details

• If the SIMAD Debtors receive more than one Qualified Bid for the applicable Sale Package(s) by the Bid Deadline, they shall conduct the Auction(s) to determine the Successful Bidder(s). If they receive no Qualified Bids other than a Stalking Horse Bid, or only a single Qualified Bid, the Auction(s) will not occur, and the Stalking Horse Bid or Qualified Bid will be deemed the Successful Bid; the SIMAD Debtors shall file notice with the Court within one (1) business day of such determination.
• The Auction(s), if needed, will commence on July 28, 2026 at 10:00 a.m. (prevailing Eastern Time), which time may be extended by the SIMAD Debtors upon written notice to the Court. The Auction(s) will be held virtually, via Zoom or such other location designated by the SIMAD Debtors.
• Only the SIMAD Debtors, Qualified Bidders, the Consultation Parties, the U.S. Trustee, and such parties' representatives and advisors may participate; only Qualified Bidders may make Overbids. Any party in interest will be permitted to attend. The SIMAD Debtors shall send written notice of the date, time, and place of the Auction(s) to the Qualified Bidders, the Consultation Parties, and the U.S. Trustee, and post such notice on the website of their claims and noticing agent, Kroll Restructuring Administration, at https://restructuring.ra.kroll.com/SIMAD, no later than two (2) business days before the Auction(s).
• Within two (2) business days after entry of the Order, the SIMAD Debtors shall serve the Auction Notice on the parties that received notice of the Motion, post it on the Kroll website (https://restructuring.ra.kroll.com/SIMAD), and submit it for publication—with any modifications necessary for ease of publication—on one occasion in The New York Times (National Edition) and/or another national publication reasonably acceptable to the SIMAD Debtors.
• Among other Auction Procedures: Qualified Bidders, including any Stalking Horse Bidder, must appear in person or through duly-authorized representatives; the SIMAD Debtors will direct and preside over the Auction(s) and may announce modified or additional procedures at commencement; the Auction(s) will be transcribed; each Qualified Bidder must confirm on the record that it has not engaged and will not engage in collusion and that its bid is a good faith, bona fide offer; and bids made after the Auction(s) has closed will not be considered, subject to the SIMAD Debtors' fiduciary obligations.
• The SIMAD Debtors reserve the right to adjourn the Auction(s) one or more times, including by announcement at the Auction(s), and to request additional information from any Qualified Bidder. Any auction rules adopted will not modify the terms of any Stalking Horse Agreement or the rights of any Stalking Horse Bidder without its consent.
• Pursuant to Local Rule 6004-2: (a) each bidder must confirm it has not engaged in any bad faith or collusion; (b) the Auction(s) shall be conducted openly with all parties in interest permitted to attend; and (c) the bidding will be documented, recorded, or videotaped.
• If the SIMAD Debtors determine not to conduct the Auction(s), they shall file a notice with the Court within three (3) business days of such determination.

Acceptance of the Successful Bid(s)

• The Auction(s) shall continue until the SIMAD Debtors determine, in their reasonable business judgment and in consultation with the Consultation Parties, that there is a single highest or otherwise best Bid (each, a "Successful Bid") and that further bidding is unlikely to result in a different reasonably acceptable Successful Bid, at which point the Auction(s) will be closed.
• The SIMAD Debtors shall file notice of the Successful Bid and Successful Bidder with the Court as soon as reasonably practicable after conclusion of the Auction(s). Following the Auction(s), the SIMAD Debtors shall present the results at a hearing and seek findings that the Auction(s) was conducted, and the Successful Bidder selected, in accordance with the Bidding Procedures, that it was fair in substance and procedure, and that closing of the Successful Bid will provide the highest or otherwise best value, along with Court approval to enter into a binding purchase agreement.
• Each Successful Bidder and the SIMAD Debtors shall, as soon as possible, complete and sign all agreements and documents evidencing the terms upon which each Successful Bid was made.

Designation of Back-Up Bidder

• The Back-Up Bidder will be determined by the SIMAD Debtors at the conclusion of the Auction(s) and announced at that time to all participating Qualified Bidders. The selection shall be deemed final, and the SIMAD Debtors shall not accept any further bids after such selection.
• If a Successful Bidder fails to consummate its Sale Transaction(s) within the time permitted, the Back-Up Bidder will automatically be deemed to have submitted the Successful Bid and shall be required to consummate the Sale Transaction(s) as soon as reasonably practicable, without further order of the Court, upon 24 hours' advance notice filed with the Court.
• The Back-Up Bid shall remain open and irrevocable until the earliest of (i) ninety (90) days following the hearing to consider the Sale Order, (ii) confirmation of a plan, and (iii) the release of such Back-Up Bid by the SIMAD Debtors in writing (the "Back-Up Termination Date"). The SIMAD Debtors shall return the Back-Up Bidder's deposit within five (5) business days of the Back-Up Termination Date.

Assumption and Assignment

• The Assumption and Assignment Procedures govern the assumption (under section 365(b)) and assignment (under section 365(f)) of the SIMAD Debtors' Executory Contracts and Unexpired Leases in connection with any Sale Transaction(s), subject to payment of the Cure Payments.
• As soon as reasonably practicable, but no later than July 21, 2026, the SIMAD Debtors shall file and serve an Assumption Notice (by first-class mail) on the affected Contract or Lease Counterparties, identifying, to the extent applicable, the title of the contract or lease, the counterparty's identity, the SIMAD Debtors' good faith estimate of the Cure Payments, and the Sale Objection Deadline. Inclusion of a contract on the Assumption Notice is not a guarantee that it will ultimately be assumed and assigned.
• The SIMAD Debtors may file a Supplemental Assumption Notice to add or remove Executory Contracts or Unexpired Leases or to modify a previously stated Cure Payment. The SIMAD Debtors, in consultation with the Successful Bidder(s), may designate additional, or remove, Executory Contracts and Unexpired Leases up to two (2) business days prior to Closing.
• Objections to a proposed assumption and assignment or Cure Payment must be in writing, comply with the Bankruptcy Rules and Local Rules, state the basis for the objection (and any alleged correct Cure Payment with supporting documentation), and be filed and served so as to be actually received no later than 4:00 p.m. (prevailing Eastern Time) on the date that is ten (10) calendar days after service of the Assumption Notice, and in no event later than 4:00 p.m. (prevailing Eastern Time) on July 31, 2026, or the deadline set forth in any Supplemental Assumption Notice.
• If the SIMAD Debtors and a counterparty cannot resolve a Cure Payment objection, the contract or lease may nonetheless be assumed and assigned to the Successful Bidder, provided the SIMAD Debtors segregate the asserted Cure Payment pending resolution by the Court or mutual agreement. Any party failing to timely object is deemed to have consented to the Cure Payment, the assumption and assignment, the related relief in the Motion, and the applicable Sale Transaction(s).
• No Executory Contract or Unexpired Lease shall be deemed assumed and assigned until the later of (i) entry of a Court order assuming and assigning it or (ii) the closing of any Sale Transaction(s). Only those Executory Contracts and Unexpired Leases included on a schedule attached to the executed definitive asset purchase agreement with a Successful Bidder will be assumed and assigned.

Sale Free and Clear

• The SIMAD Debtors seek to transfer the applicable Sale Package(s) to the Successful Bidder(s) free and clear of all liens, claims, interests, and encumbrances pursuant to section 363(f) of the Bankruptcy Code, with such Encumbrances attaching to the proceeds in the same order, validity, and extent as existed prior to closing.
• Any party that fails to timely file and serve an objection by the Sale Objection Deadline shall be forever barred from asserting any objection to the Sale, including with respect to the transfer of the assets free and clear, except as may be set forth in the applicable purchase agreement or the Plan, and shall be deemed to "consent" for purposes of section 363(f).
• Notwithstanding anything to the contrary, the SIMAD Debtors may elect to consummate the Sale Transaction(s) under section 363(f) of the Bankruptcy Code as opposed to pursuant to the Plan.

Private Sale Procedures

• The SIMAD Debtors may, in their business judgment and in consultation with the Consultation Parties, select a Successful Bidder for any of the Assets (each, a "Private Sale") — including any specific camp property — without holding an Auction.
• To effectuate a Private Sale, the SIMAD Debtors shall file a Private Sale Notice with the Court identifying: (i) the Assets being sold; (ii) the SIMAD Debtor that directly owns them; (iii) the proposed Purchaser; (iv) the holders of any known Encumbrances; (v) the proposed Purchase Price; (vi) the material economic terms and conditions; (vii) any commissions, fees, or similar expenses; and (viii) a copy of the proposed Sale Order. The notice shall be served on the U.S. Trustee, any statutory committee, and any applicable Secured Creditor.
• The Private Sale Notice shall establish a Private Sale Objection Deadline seven (7) calendar days after its filing. Absent any objection, the SIMAD Debtors may file a Certificate of No Objection and submit the proposed Sale Order to the Court for approval.
• No Private Sale Notice for Assets constituting collateral securing obligations owed to Bank of New Hampshire, the Bond Trustee, the DIP Agent, or any other Secured Creditor shall be filed without such party's prior written consent (not to be unreasonably withheld) if the proposed Purchase Price, net of all costs and expenses of the sale, would be insufficient to indefeasibly pay in full in cash all outstanding secured obligations owed to such party.

Modification and Reservation of Rights

• The SIMAD Debtors, in consultation with the Consultation Parties, may modify the Bidding Procedures as necessary or appropriate to maximize value, and may modify any of the dates and deadlines without further order of the Court, provided they serve notice (email from proposed counsel, Cole Schotz P.C., to suffice) to any Qualified Bidder(s), Stalking Horse Bidder(s), and the U.S. Trustee. Reserved modifications include extending deadlines, adjourning or canceling the Auction(s), rejecting any or all Bids, and adjusting the Minimum Overbid.
• The SIMAD Debtors may not (i) modify the consultation or consent rights of Bank of New Hampshire, the Bond Trustee, the DIP Agent, or any other Secured Creditor with respect to its collateral, or (ii) subject to challenge rights, abridge or limit the credit bid rights of those parties. The SIMAD Debtors are also authorized, but not directed, to conduct multiple Sale Transaction(s) and/or Auction(s).

Fiduciary Out

• Nothing in the Bidding Procedures, including the Auction Procedures, will prevent the SIMAD Debtors from exercising their fiduciary duties under applicable law. Nothing shall require a SIMAD Debtor or its governing body to take or refrain from taking any action that it determines in good faith, in consultation with counsel, would be inconsistent with applicable law or its fiduciary obligations.

Consent to Jurisdiction

• All Qualified Bidders at the Auction(s) will be deemed to have consented to the core jurisdiction of the Court and waived any right to a jury trial in connection with any disputes relating to the Auction(s), the Sale(s), the Sale Transaction(s), and the construction and enforcement of the Bidding Procedures and related documents. Any party raising a dispute relating to the Bidding Procedures must request that it be heard by the Court on an expedited basis. The Court retains exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the Order.

Key Dates

• Stalking Horse Notice Deadline (if applicable): July 9, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Bid Deadline: July 17, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Assumption Notice Filing Deadline: no later than July 21, 2026
• Auction (if needed): July 28, 2026, at 10:00 a.m. (prevailing Eastern Time)
• Sale Objection Deadline: July 31, 2026, at 4:00 p.m. (prevailing Eastern Time). If the Auction(s) concludes less than two (2) days prior to this deadline, the SIMAD Debtors shall file a notice that the Auction is ongoing, and the new Sale Objection Deadline shall be two (2) days after the Notice of Successful Bidder is filed.
• Cure / Assumption and Assignment Objection Deadline: ten (10) calendar days after service of the Assumption Notice, and in no event later than July 31, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Hearing: August 4, 2026, at 1:00 p.m. (prevailing Eastern Time), before the Honorable Christine M. Gravelle

Auction Results and Sale Process Status Summary

Overview

• Pursuant to the Bidding Procedures Order [Docket No. 298], the SIMAD Debtors commenced the Auction on July 28, 2026 with respect to twenty-three (23) camps. The Auction continued through August 3, 2026, at which time the SIMAD Debtors, in consultation with the Consultation Parties, identified the potential Successful Bidders. The SIMAD Debtors state that they concurrently engaged in further discussions and negotiations with certain additional Qualified Bidders to ensure selection of the transaction(s) that maximize value, are in the best interests of the estates, and preserve the operation of the camps for the existing directors and operators.
• The Notice of Successful Bidders with Respect to Certain of the SIMAD Debtors' Assets was filed August 4, 2026 [Docket No. 789], identifying the Successful Bidder for twenty-two (22) camps and stating that the SIMAD Debtors were still analyzing the Qualified Bids submitted with respect to Camp Lavi.
• The Supplemental Notice of Successful Bidder with Respect to Certain of the SIMAD Debtors' Assets was filed August 5, 2026 [Docket No. 800], identifying Ohel Children's Home and Family Services, Inc. as the Successful Bidder for Camp Lavi at $8,750,000.
• The Sale Hearing to consider approval of the sale, transfer, or other disposition of the Assets to the Successful Bidders free and clear of all liens, claims, interests, and encumbrances under section 363(f) was held on August 10, 2026 at 11:00 a.m. (prevailing Eastern Time) before Chief Judge Christine M. Gravelle at 402 East State Street, Courtroom 3, Trenton, New Jersey, or by Zoom pursuant to the Court's procedures.
• The Sale Objection Deadline was August 6, 2026 with respect to Docket No. 789 and August 7, 2026 with respect to Docket No. 800. Any party failing to timely object is forever barred from asserting any objection to the Sale Transaction(s), including with respect to the transfer of the applicable assets free and clear of all liens, claims, encumbrances, and other interests, except as may be set forth in the applicable asset purchase agreement or Sale Order.
• Following the Sale Hearing, definitive asset purchase agreements were executed on a rolling basis and Sale Orders were entered between August 12, 2026 and September 8, 2026. The sequence of Sale Hearing approval, definitive APA execution, and Sale Order entry accounts for the interval between the August 10, 2026 hearing and the September 2026 order entry dates for several camps.

Camps Included in the Auction

• The twenty-three (23) camps subject to the Auction commenced July 28, 2026 were: Banner Day Camp; Club Getaway; Country Roads Day Camp; Eagle's Landing Day Camp; Camp Echo; Camp Green Lane; Island Lake Camp; Camp Lavi; Camp Lokanda; Greenville Land / Malka; Meadowbrook Country Day Camp; Mohawk Day Camp; Rolling Hills Country Day Camp; Camp Mogen Avraham; Blue Star Camps; Indian Acres Camp for Boys & Forest Acres Camp for Girls; Camp Med-O-Lark; New England Golf and Tennis Camp; Camp North Star; Camp Waukeela; Camp Wekeela; Windsor Mountain Summer Camp; and Summit Camp and Travel.

Camps Adjourned from the Auction

• The Auction with respect to three camps was adjourned to a future date: (1) Camp Chateaugay, (2) Kiwi Country Day Camp, and (3) the SIMAD Debtors' interests in Willow Lake Day Camp. To the extent the SIMAD Debtors intend to hold an Auction with respect to these camps, they will file a notice on the docket disclosing the time, date, and location of such Auction.
  • Camp Chateaugay subsequently proceeded by stalking horse designation. See the Camp Chateaugay section below.
  • No further sale filing with respect to Kiwi Country Day Camp or Willow Lake Day Camp has been identified in the materials reviewed. The reference to the SIMAD Debtors' "interests in" Willow Lake Day Camp, as distinguished from the camps described by name alone, indicates a partial or indirect interest rather than a wholly owned camp enterprise.

Successful Bidders and Successful Bid Values

• Mishmeret Trust Company Ltd. collateral pool:
  • Banner Day Camp — YES Camps, LLC — $30,000,000
  • Camp Echo — American Youth Camping, Inc. — $17,000,000
  • Camp Green Lane — Camp Green Lane LLC — $8,000,018
  • Camp Lokanda — American Youth Camping, Inc. — $19,327,800
  • Camp Mogen Avraham — SHMA LLC — $22,400,000
  • Club Getaway — LGTFPS Holdings LLC — $13,250,000
  • Country Roads Day Camp — Jewish Community Center of Greater Monmouth County — $14,500,000
  • Eagle's Landing Day Camp — Mario Del Cueto (as an individual, or his permitted assigns) — $5,200,000
  • Greenville Land / Malka — Cho Pro Holdings, LLC — $8,150,000
  • Island Lake Camp — CMAO, LLC — $13,000,000
  • Meadowbrook Country Day Camp — Coleman Investments, LLC — $12,250,000
  • Mohawk Day Camp — FitzWalter Capital Partners (AIV) II LP — $120,750,000
  • Rolling Hills Country Day Camp — YES Camps, LLC — $28,500,000
  • Camp Lavi — Ohel Children's Home and Family Services, Inc. — $8,750,000 (per the Supplemental Notice [Docket No. 800])
• Bank of New Hampshire collateral pool:
  • Indian Acres Camp for Boys & Forest Acres Camp for Girls — American Youth Camping, Inc. — $6,000,000
  • Camp Med-O-Lark — American Youth Camping, Inc. — $2,300,000
  • Camp North Star — American Youth Camping, Inc. — $6,250,000
  • Camp Waukeela — Andrew Shlensky (as an individual, or his permitted assigns) — $1,200,000
  • Camp Wekeela — American Youth Camping, Inc. — $9,900,000
  • New England Golf & Tennis Camp — Bank of New Hampshire (or its designee) — $2,000,000
  • Windsor Mountain Summer Camp — Red Pines, LLC — $8,500,000
• HomeTrust Bank collateral pool:
  • Blue Star Camps — New Blue Star Opco, LLC — $15,030,000
• Bank of America, N.A. collateral pool:
  • Summit Camp and Travel — Summit Camp and Travel LLC and 168 Duck Harbor Land LLC — $4,800,000
• Aggregate Successful Bid value stated in the Notice of Successful Bidders [Docket No. 789]: $368,307,818 across twenty-two camps. Adding the Camp Lavi Successful Bid of $8,750,000 disclosed in the Supplemental Notice [Docket No. 800] brings aggregate auction consideration to approximately $377,057,818.

Private Sale Transactions

• In addition to the auction results, the SIMAD Debtors previously agreed to Private Sale transactions for Camp Achim, Camp Chen-a-Wanda, Camp Mesorah, and Pine Forest Camp, which the SIMAD Debtors state will collectively generate approximately $71,700,000 in consideration for the estates. See Docket Nos. 433, 509, 551, and 601.
• Because the Mesorah consideration is a credit bid of at least $5,608,362.95 and the Pine Forest consideration consists principally of a credit bid of the Seller Note plus assumption of the Wayne Bank Debt and the Subordinated Claims, the $71,700,000 aggregate figure is not a cash figure and is not additive to the auction cash totals on a like-for-like basis.

Buyer Entity Name Variations

• The Notice of Successful Bidders [Docket No. 789] identifies the successful bidder for six camps as "American Youth Camping, Inc." The executed asset purchase agreements and the decretal provisions of the corresponding Sale Orders [Docket Nos. 1077, 1078, 1079, 1080, 1081, and 1082] identify the contracting buyer as "American Youth Camping Holdco LLC," a Delaware limited liability company. The running caption on page 2 of the Camp Lokanda Sale Order [Docket No. 1080] likewise reads "American Youth Camping, Inc." The operative text of the orders controls; this summary uses American Youth Camping Holdco LLC throughout.
• The Notice of Successful Bidders identifies the Mohawk successful bidder as "FitzWalter Capital Partners (AIV) II LP." The corresponding Sale Notice for Mohawk identifies the successful bidder as FitzWalter Capital Partners (AIV) II LLP, and the executed asset purchase agreement and Sale Order [Docket No. 860] identify the contracting buyer as FW CampCo LLC, a Delaware limited liability company, c/o FitzWalter Capital (US) LLC. All three references appear in the record; the contracting counterparty is FW CampCo LLC.
• The Notice of Successful Bidders identifies the Blue Star successful bidder as "New Blue Star Opco, LLC," which is the same entity named in the executed asset purchase agreement and Sale Order [Docket No. 853].

Camp Achim Private Sale Summary (Sale Order Entered)

Overview

• On July 20, 2026, the U.S. Bankruptcy Court for the District of New Jersey (Chief Judge Christine M. Gravelle) entered an order [Docket No. 539] in the jointly administered chapter 11 cases of SIMAD Holdings Ltd., et al., Case No. 26-16388 (CMG), approving the APA between Camp Achim LLC and the Achim Debtors and authorizing the sale of the assets associated with Camp Achim, located at 60 Pleasant Acres Road, Catskill, New York, free and clear of all liens, claims, and encumbrances.
• The Transaction was conducted as a private sale pursuant to the Private Sale Procedures approved under the Bidding Procedures Order [Docket No. 298]. No auction was required with respect to the Acquired Assets. The Private Sale Notice was filed July 9, 2026 [Docket No. 433], and the seven-day objection deadline of July 17, 2026 expired with no objections filed.

Parties Involved

• Sellers: Achim OperatingCo LLC and Achim Landco LLC (the "Achim Debtors" or "Sellers").
• Buyer / Purchaser: Camp Achim LLC, a New York limited liability company, or its designee (by Joseph Willner, Managing Member).
• Buyer's counsel: The Law Office of Esther Ovadia.
• Neither the Buyer nor any of its Affiliates is an insider of the Debtors as that term is defined in 11 U.S.C. § 101(31).
• The Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York.

Camp Operations (Interim Covenant)

• From the Effective Date until the Closing Date, Sellers shall operate the Camp Business in substantially the same manner as traditionally operated, in accordance with all governmental requirements and with the policies, rules, regulations, and standards of the American Camp Association.
• Sellers shall use commercially reasonable efforts to (a) maintain existing Campers attending Camp during the 2026 Camp Season, and (b) re-enroll Campers who attended during the 2026 Camp Season for the 2027 Camp Season, except to the extent no longer age-appropriate.
• Sellers shall not refuse attendance to any prospective Camper willing to pay full Tuition, and shall utilize the same enrollment techniques and methods traditionally employed (including guided tours, discounts, and promotions).

Assets Being Sold

• All of the Sellers' assets, rights, and properties of every nature, whether tangible or intangible (including goodwill), relating to or used or held for use in connection with the Camp Business as currently conducted, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) and other than the Excluded Assets (collectively, the "Acquired Assets"), including without limitation:
  • All Accounts Receivable of Sellers as of the Closing;
  • All Assumed Contracts assumed by and assigned to Buyer pursuant to Section 2.10;
  • All Intellectual Property owned by Sellers and all of Sellers' rights to use other Intellectual Property;
  • All Records related to the Acquired Assets and Assumed Liabilities;
  • All rights under non-disclosure, confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, consultants, independent contractors, and agents;
  • All rights under warranties, representations, and guarantees made by suppliers, manufacturers, contractors, and other Persons related to the Acquired Assets;
  • All telephone numbers, fax numbers, e-mail addresses, websites, URLs, and internet domain names; and
  • All real property owned by Sellers, including the property known as "Camp Achim" located at 60 Pleasant Acres Road, Catskill, New York, together with all buildings, improvements, fixtures, and appurtenances thereto.

Excluded Assets

• The Sellers retain the Excluded Assets, including without limitation:
  • All of Sellers' certificates of incorporation and other organizational documents, taxpayer and other identification numbers, seals, and similar corporate records;
  • All Contracts other than the Assumed Contracts;
  • The Excluded Claims (including Bankruptcy Causes of Action and any Claims against Sellers' directors, officers, insiders, or affiliates);
  • Confidential personnel and medical Records that Sellers are required by Law to retain, and any Records protected by the attorney-client privilege;
  • All Permits other than the Assumed Permits;
  • All cash and cash equivalents of Sellers in Sellers' bank accounts;
  • All Tax Records of the Sellers, and all Records related to the Excluded Assets; and
  • Any unused retainers paid by Sellers to third parties prior to the Closing.

Assumed Liabilities

• All Liabilities arising under the Assumed Contracts that arise from and after the Closing Date;
• Any Liabilities for Taxes of Sellers for any period, including Transfer Taxes;
• All accounts payable of Sellers for the 2026 Camp Season, including those set forth on Schedule 2.03(c);
• All accrued and unpaid amounts due to employees of Seller for the 2026 Camp Season;
• Certain administrative and priority claims in the Bankruptcy Cases related to the business and operations of the Sellers;
• Any Liabilities that arise out of the operation of the Camp Business on and after the Closing Date; and
• All Cure Amounts relating to the assumption and assignment of the Assumed Contracts to Buyer.

Excluded Liabilities

• Any Liability arising under any Excluded Asset;
• Any indebtedness for borrowed money, including any obligations under the DIP Facility or any other debtor-in-possession financing, and any pre-petition secured or unsecured indebtedness;
• Any Liability relating to any rejected executory contract or unexpired lease; and
• Any other Liabilities of Sellers not specifically included in the Assumed Liabilities.

Purchase Price

• The aggregate Purchase Price for the Acquired Assets consists of:
  • $7,000,000 in cash (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The consideration provided by the Buyer constitutes fair and adequate consideration. Without this consideration, Camp Achim will not have sufficient liquidity to continue to operate throughout the summer.
• Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Sellers a schedule allocating the Purchase Price (and any Assumed Liabilities to the extent properly taken into account as consideration for U.S. federal income tax purposes) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

Deposit

• Simultaneously with the execution of the Agreement, Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available funds, an amount equal to ten percent (10%) of the Cash Payment (the "Deposit"), to be held in an interest-bearing account.
  • The Escrow Agent is Flagstar Bank, N.A.
  • If the Agreement is terminated other than by Sellers under Section 9.01(e) (e.g., by mutual consent, by Buyer for Sellers' breach or a Material Adverse Effect, or upon certain bankruptcy-related events under Sections 9.01(a), (b), (g), (h) or (i)), the Deposit (together with any interest earned) shall be returned to Buyer within two (2) Business Days, which shall constitute Buyer's sole and exclusive remedy against Sellers (except in the case of fraud or willful misconduct).
• At the Closing, Buyer shall pay the Cash Payment (less the Deposit, which shall be released to Sellers at Closing) by wire transfer of immediately available funds to an account or accounts designated by Sellers in writing at least two (2) Business Days prior to the Closing Date.
• If the Agreement is terminated by Sellers pursuant to Section 9.01(e), the Deposit shall be released to Sellers as liquidated damages, constituting the sole and exclusive remedy of Sellers against Buyer for any breach or failure to perform, except in the case of Buyer's fraud or willful misconduct.

Bid Protections

• No commission, fees, or similar expenses are to be paid in connection with the Transaction.

Sale Free and Clear

• The Sellers are the rightful owners of the Acquired Assets, which shall be transferred to the Buyer free and clear of all liens, claims, interests, and encumbrances of any kind or nature whatsoever pursuant to 11 U.S.C. § 363(f), including without limitation any encumbrances in favor of Mishmeret Trust Company Ltd. in its capacity as (i) DIP Agent and (ii) Trustee for the Series A Bondholders of SIMAD Holdings, Ltd., Klirmark Opportunity Fund IV LP, and the U.S. Small Business Administration (collectively, the "Encumbrances"), other than Permitted Encumbrances and Assumed Liabilities.
• All holders of Encumbrances who did not object to the sale, or whose objections were overruled, are deemed to have consented to the sale pursuant to § 363(f)(2).
• All Encumbrances shall attach to the proceeds of the sale with the same validity, extent, and priority as existed immediately prior to the sale.
• To the extent any junior lienholder asserts an interest in the Acquired Assets, such interest is extinguished upon entry of the Sale Order.

Holders of Encumbrances

• Parties asserting liens on the Acquired Assets include Mishmeret Trust Company Ltd. and the U.S. Small Business Administration.
• The Encumbrances include a UCC-1 Financing Statement filed against, among other entities, Achim Landco LLC and Achim OperatingCo LLC one day prior to the Petition Date, on June 3, 2026, with the Secretary of State of New York, Filing No. 20260603059980-8, by Corporation Service Company, as Representative.
• The Debtors dispute the validity of that Encumbrance (and any underlying debt relating thereto), and the sale is free and clear of that purported Encumbrance pursuant to, among other things, section 363(f)(4) of the Bankruptcy Code.
• An injunction applies to, without limitation, Mishmeret Trust Company Ltd. and the U.S. Small Business Administration with respect to any liens, claims, or interests they may assert against the Acquired Assets.

Successor Liability

• The Buyer is not a successor to the Sellers or their estates by reason of any theory of law or equity and shall not assume or be deemed to assume any liability or obligation of the Sellers or their estates, including under any bulk transfer law, tax, or theory of successor, transferee, or vicarious liability, whether known or unknown, now existing or hereafter arising, whether fixed or contingent, and whether asserted or unasserted, except as expressly provided in the APA as an Assumed Liability.
• The Assumed Liabilities are limited solely to those liabilities described in the APA.

Good Faith Purchaser

• The APA was negotiated, proposed, and entered into by the Sellers and the Buyer without collusion, in good faith, and from arm's length bargaining positions, and was not entered into for the purpose of hindering, delaying, or defrauding any creditor of the Debtors.
• The Buyer is a good faith purchaser of the Acquired Assets within the meaning of 11 U.S.C. § 363(m) and is entitled to all of the protections afforded thereby.
• Neither the Sellers nor the Buyer have engaged in any action or inaction that would cause or permit the sale to be avoided, or costs or damages to be imposed, under 11 U.S.C. § 363(n).

Assumption and Assignment

• Section 2.10(a) of the Disclosure Schedule (the "Assumed Contract List") sets forth all Contracts to which a Seller is a party and which Buyer has designated as an Assumed Contract, together with estimated Cure Amounts for each Assumed Contract.
• The Buyer has demonstrated adequate assurance of future performance under the Assumed Contracts within the meaning of 11 U.S.C. §§ 365(b)(1)(C) and 365(f)(2)(B).
• The Cure Amounts, as determined by the Bankruptcy Court and to be paid by the Buyer at Closing, are sufficient to satisfy all monetary defaults required to be cured under 11 U.S.C. § 365(b)(1)(A). Upon payment of the Cure Amounts at Closing, all defaults shall be deemed cured, and non-debtor counterparties shall be forever barred from asserting any claim or cause of action against the Buyer arising from any pre-Closing default.
• From the date of the Agreement until two (2) days prior to the Closing, Buyer may make additions and deletions to the Assumed Contract List by written notice to Sellers, provided that Buyer shall pay any net increase in Cure Amounts and non-debtor counterparties' Administrative Claims resulting directly from any additional designations, with the intent that there be no net negative effect on the bankruptcy estate.
• Anti-assignment provisions in the Assumed Contracts shall not restrict, limit, or prohibit the assumption and assignment of such contracts and do not constitute a breach or default thereunder.
• The Buyer's contract designation period under the APA may be extended by the Buyer in its discretion as provided therein.

Transfer Taxes

• The transfer of the Acquired Assets constitutes a transfer under a plan confirmed under Section 1146(a) of the Bankruptcy Code, or alternatively pursuant to Section 363, and is exempt from stamp taxes, transfer taxes, real estate transfer taxes, mortgage recording taxes, and similar taxes.
• All Transfer Taxes incurred in connection with the Agreement and the Transaction shall be borne by Buyer; provided that the parties shall cooperate in good faith to minimize such Transfer Taxes and to avail themselves of any available exemptions, including under Section 1146(a) of the Bankruptcy Code.

Employee Matters

• Prior to the Closing, Buyer shall offer (or cause a designee of Buyer to offer) to employ all Current Employees, with employment commencing on the Closing Date.
• Each offer shall be on terms equal to, or more favorable to the Current Employee than, the employment terms the Sellers offered to the Current Employee on the Closing Date.

Conditions to Closing

• No Injunction: No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order that enjoins or otherwise prohibits the consummation of the Transaction.
• Sale Order: The Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order and shall not have been reversed, stayed, modified, or amended in any manner materially adverse to Buyer without Buyer's prior written consent.
• Bid Procedures Order: The Bankruptcy Court shall have entered the Bid Procedures Order, which shall not have been reversed, stayed, modified, or amended in any manner materially adverse to Buyer without Buyer's prior written consent.
• No Material Adverse Effect: Since the date of the Agreement, there shall not have occurred any Material Adverse Effect.
• The Closing shall take place remotely on the date that is three (3) Business Days after the satisfaction or waiver of all conditions set forth in Article VIII (other than those to be satisfied at the Closing), or at such other time as Buyer and Sellers may mutually agree in writing.

Termination

• By the mutual written consent of Buyer and Sellers;
• By either Buyer or Sellers if the Closing shall not have occurred on or before the Outside Date (subject to a customary exception for the party whose failure to perform caused the failure to close);
  • By Buyer if Sellers' representations or warranties become untrue such that the closing condition in Section 8.02(a) would not be satisfied, or if Sellers breach any covenant such that Section 8.02(b) would not be satisfied, and such breach is incapable of cure before the Outside Date or is not cured within thirty (30) days after written notice; and
  • By Sellers if Buyer's representations or warranties become untrue such that the closing condition in Section 8.03(a) would not be satisfied, or if Buyer breaches any covenant such that Section 8.03(b) would not be satisfied, and such breach is incapable of cure before the Outside Date or is not cured within thirty (30) days after written notice.
• By Buyer if there shall have occurred a Material Adverse Effect;
• By either Buyer or Sellers if any court or Governmental Authority shall have issued a final and non-appealable Order permanently enjoining or otherwise prohibiting the Transaction;
• By either Buyer or Sellers if the Bankruptcy Cases are dismissed or converted to cases under Chapter 7, or if a trustee is appointed; or
• By either Buyer or Sellers if the Bankruptcy Court enters an Order authorizing Sellers to consummate an Alternative Transaction with a Person other than Buyer.

Remedies

• If the Agreement is terminated by Sellers pursuant to Section 2.01(e) due to Buyer's breach or failure to perform, or if Buyer fails to consummate the Closing when all conditions to its obligations have been satisfied or waived, Sellers' sole and exclusive remedy (except in the case of fraud or willful misconduct) shall be to retain the Deposit as liquidated damages, which the parties acknowledge constitutes a reasonable estimate of damages that would otherwise be difficult to ascertain.
• In no event shall any party be liable to any other party for any punitive, exemplary, special, incidental, consequential, or indirect damages, including lost profits or loss of business opportunity, in connection with the Agreement or the Transaction.

Post-Closing Arrangements

• The Sellers shall cooperate with the Buyer during the 90-day period following the Closing Date with respect to transition matters as provided in the APA.
• The Buyer is authorized to assign its rights under the APA and the Sale Order to any affiliate or designee without further order of the Court and without the consent of the Sellers, provided that the Buyer shall remain liable for all of its obligations following any such assignment. Any such Designee shall be deemed a good faith purchaser entitled to all of the protections of 11 U.S.C. § 363(m).
• The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Notice and Objections

• The Private Sale Notice was filed July 9, 2026 [Docket No. 433], establishing an objection deadline of July 17, 2026. Objections were required to be in writing, to state with particularity the legal and factual bases for the objection, and to be filed with the Court and served so as to be actually received by the Objection Deadline by (a) counsel to the SIMAD Debtors, Cole Schotz P.C. (Attn: Michael D. Sirota, Esq.); (b) counsel to the Purchaser, The Law Office of Esther Ovadia; and (c) the Office of the United States Trustee.
• No objections were filed by the Objection Deadline, and the Sale Order was entered without further hearing.

Key Dates

• Petition Date: June 4 and June 5, 2026
• Bidding Procedures Order Entered: June 26, 2026 [Docket No. 298]
• APA Effective Date: July 3, 2026
• Private Sale Notice Filed: July 9, 2026 [Docket No. 433]
• Objection Deadline: July 17, 2026 (no objections filed)
• Sale Order Entered: July 20, 2026 [Docket No. 539]
• Outside Date: Twenty-one (21) days from the Effective Date of the APA (subject to extension by mutual written agreement of the Parties)
• Post-Closing Transition Cooperation Period: 90 days following the Closing Date

Camp Chen-A-Wanda Private Sale Summary (Sale Order Entered)

Overview

• On August 12, 2026, the U.S. Bankruptcy Court for the District of New Jersey (Chief Judge Christine M. Gravelle) entered an order [Docket No. 849] approving the APA between Eleven11 Holdings LLC and the BAHS Debtors and authorizing the sale of substantially all assets associated with Camp Chen-A-Wanda free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• The Transaction was conducted as a private sale pursuant to the Private Sale Procedures approved under the Bidding Procedures Order [Docket No. 298]. No auction was required. The Private Sale Notice was filed July 17, 2026 [Docket No. 509], and the seven-day objection deadline of July 24, 2026 expired with no objections filed.

Parties Involved

• Sellers: BAHS Operating Inc. and BAHS Holdings LLC (the "BAHS Debtors" or "Sellers"), each a debtor and debtor in possession among the jointly administered SIMAD Debtors (Case No. 26-16388 (CMG), U.S. Bankruptcy Court for the District of New Jersey).
  • The Sellers' signatory is Asaf Ravid, Chief Restructuring Officer.
• Buyer / Purchaser: Eleven11 Holdings LLC, a New Jersey limited liability company (or its designee), whose signatory is Jon Grabow. Buyer's counsel: Brach Eichler L.L.C.
• Neither the Buyer nor any of its Affiliates is an insider of the SIMAD Debtors as that term is defined in 11 U.S.C. § 101(31).
• The APA was negotiated, proposed, and entered into by the Sellers and the Buyer without collusion, in good faith, and from arm's length bargaining positions.

Assets Being Sold

• Substantially all of the Sellers' assets, rights, and properties of every kind, tangible or intangible (including goodwill), relating to or used or held for use in connection with the Camp Business as currently conducted, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities), other than the Excluded Assets (collectively, the "Acquired Assets"). The Camp Business is conducted at "Camp Chen-A-Wanda," located at 355 Camp Road, Thompson, Pennsylvania 18465.
• The Acquired Assets include, among other items:
  • All Accounts Receivable and all Inventory as of the Closing;
  • All deposits (including customer deposits and security deposits) and other prepaid charges and expenses;
  • All Assumed Contracts assumed by and assigned to Buyer, and all Intellectual Property owned by Sellers together with rights to use other Intellectual Property;
  • All machinery, equipment, computer hardware, supplies, furniture, and fixtures; all Records related to the Acquired Assets and Assumed Liabilities; and all associated goodwill;
  • Rights under non-disclosure, confidentiality, noncompete, and nonsolicitation agreements; the Assumed Permits; and certain insurance proceeds (other than proceeds of directors' and officers' liability policies);
  • All causes of action and related claims (except for the Excluded Claims) related to the Acquired Assets and/or Assumed Liabilities; warranty rights; mail and billing/collection rights; and all telephone and fax numbers, e-mail addresses, websites, URLs, and internet domain names, together with related passwords, administrator rights, and access credentials; and
  • All real property owned by Sellers, including the property known as "Camp Chen-a-Wanda" (Parcel # 171.00-1-024.00,000), together with all buildings, improvements, fixtures, and appurtenances (the "Owned Real Property").
• Buyer may, in its sole and absolute discretion, remove any Acquired Asset until the Closing and elect to treat it as an Excluded Asset, provided that no such removal results in any adjustment to the Purchase Price.

Excluded Assets and Excluded Claims

• The Excluded Assets include, among other items: the Sellers' organizational and corporate existence documents; all Contracts other than the Assumed Contracts; the Excluded Claims; certain personnel, medical, and privileged Records, and Records that Sellers are required by Law to retain; all Permits other than the Assumed Permits; all directors' and officers' liability insurance policies and related proceeds; all cash and cash equivalents (except for customer, security, and utility deposits and prepaid charges/expenses included as Acquired Assets); all Tax Records; Records related to the Excluded Assets; unused retainers paid to third parties; and any Claims of any Seller against its directors, officers, insiders, or affiliates.
• Jon Grabow, in his capacity as the Buyer's principal, is expressly carved out of the definition of Excluded Claims, such that claims against him do not remain with the estates as Excluded Claims.

Assumed Liabilities

• The Assumed Liabilities include:
  • All Liabilities for Taxes of Sellers for any period, including Transfer Taxes;
  • All accounts payable of Sellers for the 2026 Camp Season, and all accrued and unpaid amounts due to employees for the 2026 Camp Season;
  • Any indebtedness (including principal, interest, fees, charges, penalties, costs, and expenses) in excess of the sum of (x) the Debt Threshold and (y) $571,435.60 (previously funded for the Camp out of the DIP Facility), with respect to the Camp arising under the DIP Facility or any other post-petition financing;
  • Any Liabilities arising out of the operation of the Camp Business on and after the Closing Date; and
  • All Cure Amounts relating to the assumption and assignment of the Assumed Contracts to Buyer.

Excluded Liabilities

• Any Liability relating to any current or former employee, independent contractor, or employee benefit plan of Sellers;
• Buyer shall not assume any Liabilities of Sellers other than the Assumed Liabilities. Excluded Liabilities include, among others: any Liability arising under or relating to any Excluded Asset; any pending or threatened claim, action, suit, investigation, or proceeding against Sellers or their Affiliates; any indebtedness for borrowed money, including obligations under the DIP Facility or other debtor-in-possession financing and any pre-petition secured or unsecured indebtedness; any Liability arising from a pre-Closing breach or violation under any Contract (other than Cure Amounts); any Liability relating to a rejected executory contract or unexpired lease; any Liability arising from environmental violations or conditions existing prior to the Closing Date; Taxes for periods ending on or before the Closing Date (except as expressly assumed); and any other Liabilities not specifically included in the Assumed Liabilities.

Purchase Price

• The aggregate Purchase Price is an amount equal to:
  • $17,000,000 in cash (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Cash Payment shall be allocated among the Sellers as follows: $3,000,000 to BAHS Operating Inc. and $14,000,000 to BAHS Holdings LLC, or such other allocation as the Parties may mutually agree in writing at the request of Sellers (such agreement not to be unreasonably withheld, conditioned, or delayed). Such allocation is for convenience only and is not probative of the allocation of Purchase Price under Section 2.09.
• The SIMAD Debtors state that, without this consideration, Camp Chen-A-Wanda will not have sufficient liquidity to continue operating throughout the summer, and that the consideration constitutes fair and adequate consideration.

Enhanced Capital Escrow and Adequate Protection

• Enhanced Capital Pennsylvania Rural Fund, LLC asserts a lien against the Acquired Assets. $3,000,000 of the sale proceeds is to be placed in escrow as adequate protection pending a determination by the Court of the validity, extent, and priority of the Enhanced Capital lien and pending plan confirmation.
• Enhanced Capital is granted a replacement lien on BAHS Holdings LLC and Green Lane Landco LLC, and a superpriority administrative expense claim under section 507(b) to the extent the escrow and replacement liens prove insufficient.
• The same escrow and adequate protection structure applies with respect to Camp Green Lane. See the Camp Green Lane section below.

Deposit

• Simultaneously with execution of the APA, Buyer shall deposit with the Escrow Agent (Flagstar Bank, or such other escrow agent as mutually agreed) an amount equal to ten percent (10%) of the Cash Payment (the "Deposit"), by wire transfer, to be held in an interest-bearing account.
• At Closing, the Deposit shall be released to Sellers and credited against the Cash Payment.
• If the APA is terminated under specified provisions (including mutual termination, termination for the Outside Date, Buyer's termination for Sellers' breach or a Material Adverse Effect, and certain Seller-side terminations), the Deposit (with interest) shall be returned to Buyer within five (5) Business Days. In all other circumstances of termination (including termination by Sellers for Buyer's breach under Section 9.01(e)), the Deposit shall be released to Sellers as liquidated damages, constituting the sole and exclusive remedy of Sellers against Buyer, except in the case of Buyer's fraud or willful misconduct.
• Separately, if Buyer assumes any post-Closing obligations in respect of customer deposits, prepaid tuition, camp fees, registration payments, or other prepaid amounts relating to periods on or after the Closing, Buyer shall receive at Closing the associated cash or escrowed amounts.

Allocation of Purchase Price

• Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers a schedule allocating the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Code. Sellers shall have thirty (30) days to review and comment.
• Disagreements not resolved within fifteen (15) days following Buyer's receipt of a Seller Allocation Notice shall be resolved by a nationally recognized independent accounting firm mutually acceptable to the Parties, whose determination shall be final and binding, with fees borne equally by Buyer and Sellers.
• The amount of the Purchase Price allocated to the real estate assets (including land and buildings) shall not be less than $14,000,000.

Private Sale Procedures

• The Transaction constitutes a private sale conducted in accordance with the Private Sale Procedures approved under the Bidding Procedures Order [Docket No. 298]. No auction was required with respect to the Acquired Assets.
• The SIMAD Debtors sold the assets associated with Camp Chen-A-Wanda to Eleven11 Holdings LLC, or its designee, free and clear of all Encumbrances pursuant to section 363(f) of the Bankruptcy Code, with such Encumbrances to attach to the sale proceeds in the same order, priority, validity, and extent as existed prior to the Closing.

Sound Business Purpose

• The SIMAD Debtors demonstrated a sound business purpose and compelling justification for consummating the sale of the Acquired Assets to the Buyer under 11 U.S.C. § 363(b).
• The decision to sell the Acquired Assets outside a plan of reorganization pursuant to the Private Sale Procedures was an exercise of the SIMAD Debtors' sound business judgment and is in the best interests of the SIMAD Debtors, their estates, their creditors, and all parties in interest.

Sale Free and Clear

• The Acquired Assets are transferred to the Buyer free and clear of all liens, claims, interests, and encumbrances of any kind (the "Encumbrances"), other than Permitted Encumbrances and Assumed Liabilities, pursuant to 11 U.S.C. § 363(f), including without limitation any encumbrances in favor of Mishmeret Trust Company Ltd. (in its capacities as DIP Agent and as Trustee for the Series A Bondholders of SIMAD Holdings, Ltd.), Klirmark Opportunity Fund IV LP, and the U.S. Small Business Administration.
• One or more of the conditions set forth in 11 U.S.C. § 363(f)(1) through (5) has been satisfied with respect to each Encumbrance. All holders of Encumbrances who did not object, or whose objections were overruled, are deemed to have consented pursuant to § 363(f)(2).
• All Encumbrances shall attach to the sale proceeds with the same validity, extent, and priority as existed immediately prior to the sale, and any junior lienholder interest is extinguished upon entry of the Sale Order.
• The provisions authorizing the free-and-clear transfer are self-executing; a certified copy of the Sale Order may be filed with any recording office as conclusive evidence of the release of Encumbrances.

Encumbrances

• The identified Encumbrances include:
  • A UCC-1 Financing Statement filed by Mishmeret Trust Company Ltd. against BAHS Operating Inc. and BAHS Operating LLC, on January 20, 2026, with the Pennsylvania Secretary of State, Filing No. 20260120012846;
  • A UCC-1 Financing Statement filed against BAHS Operating Inc. d/b/a Camp Chen-A-Wanda, on May 19, 2026, with the Pennsylvania Secretary of State, Filing No. 20260519126995, by Corporation Service Company, As Representative; and
  • A UCC-1 Financing Statement filed by the U.S. Small Business Administration against BAHS Operating Inc., on June 28, 2020, with the Pennsylvania Secretary of State, Filing No. 2020062800044.
• The SIMAD Debtors dispute the validity of the UCC-1 filed by Corporation Service Company, As Representative (and any underlying debt relating thereto), and the sale is free and clear of that purported Encumbrance pursuant to, inter alia, section 363(f)(4) of the Bankruptcy Code.
• Permitted Encumbrances include (a) Encumbrances arising under the APA; (b) statutory liens for current Taxes not yet due and payable or being contested in good faith; (c) mechanics', carriers', workers', repairers', and similar statutory liens arising in the ordinary course for amounts not yet due and payable or being contested in good faith; and (d) zoning, entitlement, conservation restrictions, and other land use and environmental regulations that do not materially interfere with the present use of the applicable asset.

Good Faith Purchaser

• The Buyer is a good faith purchaser of the Acquired Assets within the meaning of 11 U.S.C. § 363(m) and is entitled to all protections afforded thereby. The Buyer has not engaged in any conduct that would prevent the application of § 363(m).
• The APA was not entered into for the purpose of hindering, delaying, or defrauding any creditor of the SIMAD Debtors, and neither the Sellers nor the Buyer engaged in any action or inaction that would cause the sale to be avoided, or costs or damages imposed, under 11 U.S.C. § 363(n).
• The reversal or modification on appeal of the authorization to consummate the Transaction shall not affect the validity of the sale unless such authorization is duly stayed pending appeal.
• Buyer represents that it has, and at Closing will have, immediately available funds sufficient to pay the Cash Payment and all other amounts payable and to consummate the Transaction.

No Successor Liability

• The Buyer is not a successor to the Sellers or their estates by any theory of law or equity, and shall have no successor, transferee, or vicarious liabilities of any kind, whether known or unknown, now existing or hereafter arising, fixed or contingent, or asserted or unasserted.
• Except to the extent Buyer expressly assumes an Assumed Liability, Buyer shall have no liability for the Sellers' or their predecessors' businesses or operations or any liabilities attributable to periods prior to the Closing, including without limitation liabilities on any theory of successor or transferee liability, liabilities under environmental law, liabilities relating to the SIMAD Debtors' employees, liabilities under any collective bargaining agreement or pension or benefit plan, and liabilities arising under any bulk transfer or similar laws.

Assumption and Assignment of Contracts

• Pursuant to 11 U.S.C. §§ 365(a), 365(b), and 365(f), the Sellers are authorized and directed to assume and assign to the Buyer the Assumed Contracts listed on Schedule 2.10(a) to the APA, effective as of the Closing. The Buyer has demonstrated adequate assurance of future performance within the meaning of 11 U.S.C. §§ 365(b)(1)(C) and 365(f)(2)(B).
• Anti-assignment provisions in the Assumed Contracts shall not restrict, limit, or prohibit the assumption and assignment and do not constitute a breach or default.
• From the date of the APA until two (2) days prior to the Closing, Buyer may make additions and deletions to the Assumed Contract List by written notice to Sellers (who will notify the affected non-debtor counterparties), provided that Buyer shall pay any net increase in the sum of Cure Amounts and non-debtor counterparties' Administrative Claims resulting from any additional assumptions. Any deleted or excluded Contract shall constitute an "Excluded Contract" as of the Closing Date.

Cure Amounts and Resolved Cure Objections

• The Cure Amounts represent all amounts that must be paid to cure all monetary defaults under the Assumed Contracts pursuant to Sections 365(b)(1)(A) and (B) of the Bankruptcy Code, as set forth on Schedule 2.10(a) or as otherwise determined by the Court, and are sufficient to satisfy all monetary defaults required to be cured under § 365(b)(1)(A).
• The Cure Amounts shall be paid by the Buyer at Closing as part of the Purchase Price. Upon such payment, all defaults under the Assumed Contracts shall be deemed cured, and non-debtor counterparties shall be forever barred from asserting any claim or cause of action against the Buyer arising from any pre-Closing default.
• Camp Specialists is granted an allowed administrative expense claim of approximately $55,000, payable in the ordinary course.
• The cure objection filed by Camp America [Docket No. 593] was resolved by separate agreement between the parties.

Assumed Contracts

• Schedule 2.10(a) (Camp Chen-A-Wanda) lists the designated Assumed Contracts, each with an Estimated Cure Amount of None (estimates based on information as of July 16, 2026). The listed contracts include, among others:
  • Staff Agreements of Employment (signed by Jon Grabow on behalf of Camp Chen-A-Wanda) and associated Personnel Policy acknowledgments;
  • Cultural exchange and camp-program agreements, including the Wild Packs Host Camp Agreement (dated 09/17/2025, with an Addendum dated 11/18/2025) and the 2026 Camp Leaders Cultural Exchange Camp Program Agreement (dated 09/17/2025, with Smaller Earth Inc. d/b/a Camp Leaders);
  • The contract with the American Camp Association (ACA) and the associated ACA Certificate of Accreditation;
  • Event and entertainment agreements, including with NY Party Works, LLC (dated 02/11/2026), The Emmie Effect (dated 05/06/2026), and Kona Ice, Inc. (memorialized 11/12/2025);
  • Equipment and rental agreements, including with Rentals to Go, PENRAC, LLC, Polar Leasing Company, Inc., and multiple Sunbelt Rentals, Inc. contracts;
  • Hotel, catering, and travel agreements, including with Hampton Inn and Suites (Lake George and Near the Park), Hilton Hotel/Universal City, and Pacific Coachways Charter Services, Inc.;
  • The Sewer Service Agreement (dated 06/02/1998, with the Township of Ararat, and Addendum No. 1 dated 07/09/1998), the H&H Purchasing Service Agreement (H&H Purchasing Services, LLC, now Tavezio), the contract with Camp Specialist, and insurance policies in effect during the current Camp Season.

Transfer Taxes

• Pursuant to 11 U.S.C. § 1146(a), the sale, transfer, and delivery of the Acquired Assets shall not be subject to any stamp tax, transfer tax, real estate transfer tax, mortgage recording tax, or similar tax, and all governmental agencies and recording offices are directed to accept the related documents for recording free of such charges.
• All Transfer Taxes incurred in connection with the APA and the Transaction shall be borne by Buyer, with the Parties cooperating in good faith to minimize such Taxes and to avail themselves of available exemptions, including under Section 1146(a).

Employee Matters

• Prior to the Closing, Buyer shall offer (or cause a designee to offer) to employ all Current Employees, with employment commencing on the Closing Date, on terms equal to or more favorable than those the Sellers offered such employees. Each Current Employee receiving an offer is an "Offeree," and each Offeree who accepts prior to Closing is a "Transferred Employee." Current Employees who are not Transferred Employees are "Excluded Employees."
• Sellers shall process and pay base wages, salary, and benefits due on or prior to the Closing Date for all employees, and Buyer shall process and pay such amounts accruing after the Closing Date for all Transferred Employees.

Camp Matters

• From the effective date of the APA until the Closing Date, Sellers shall operate the Camp Business in substantially the same manner as traditionally operated, in accordance with all governmental requirements and the standards of the American Camp Association; use commercially reasonable efforts to maintain existing Campers for the 2026 Camp Season and re-enroll them for the 2027 Camp Season (except where no longer age-appropriate); not refuse attendance to any prospective Camper willing to pay full Tuition; and utilize the same enrollment techniques traditionally employed.
• From the date of the APA until the Closing, Buyer, in its capacity as operator of the Camp Business, shall not require or request more than $2,116,000.00 in the aggregate (the "Debt Threshold") from the DIP Facility or any other post-petition financing.

Closing

• The Closing shall take place remotely on the date that is three (3) Business Days after the satisfaction or waiver of all closing conditions, but in no event earlier than September 15, 2026 unless the Parties otherwise mutually agree in writing.
• Sellers' closing deliverables include a bill of sale, an assignment and assumption agreement, officer and secretary certificates, a non-foreign (FIRPTA) affidavit, certified copies of the Sale Order and Bid Procedures Order, intellectual property and digital-asset transfer instruments and access credentials, and, for each parcel of Owned Real Property, a recordable quitclaim deed with customary title affidavits and transfer documents. Buyer's closing deliverables include the Cash Payment (less the Deposit), the assignment and assumption agreement, and officer and secretary certificates.
• All entities in possession of Acquired Assets are directed to surrender possession to the Buyer on the Closing Date, and the Sellers shall cooperate with the Buyer during the 90-day period following the Closing Date on transition matters as provided in the APA.

Conditions to Closing

• Conditions to all Parties' obligations include the absence of any Law or Order enjoining the Transaction and entry of the Sale Order as a Final Order not reversed, stayed, or materially adversely modified without Buyer's consent.
• Additional conditions to Buyer's obligations include the accuracy of Sellers' representations and warranties, Sellers' performance of covenants, the absence of any Material Adverse Effect since the date of the APA, Sellers' closing deliveries, and entry of the Bid Procedures Order (not reversed, stayed, or materially adversely modified without Buyer's consent). Additional conditions to Sellers' obligations include the accuracy of Buyer's representations and warranties, Buyer's performance of covenants, and Buyer's closing deliveries.

Termination

• The APA may be terminated prior to Closing, among other bases: by mutual written consent; by either Party if the Closing has not occurred by the Outside Date (subject to a fault exception); by Buyer for Sellers' uncured breach or a Material Adverse Effect; by Sellers for Buyer's uncured breach; by either Party upon a final, non-appealable Order permanently enjoining the Transaction; by either Party if the Bankruptcy Cases are dismissed or converted to Chapter 7 or a trustee is appointed; by either Party if the Court authorizes an Alternative Transaction with a person other than Buyer; and by Buyer if the Sale Order does not contain provisions reasonably acceptable to Buyer implementing the contemplated protections.
• Upon termination, the APA becomes void without liability, except that specified provisions survive and no termination relieves a Party from liability for willful breach or fraud; the Deposit provisions and remedies provisions govern the consequences with respect to the Deposit.

Remedies

• If the APA is terminated by Sellers due to Buyer's breach, or if Buyer fails to close when all conditions to its obligations have been satisfied or waived, Sellers' sole and exclusive remedy (except for fraud or willful misconduct) is to retain the Deposit as liquidated damages, which the Parties acknowledge constitutes a reasonable estimate of damages that would otherwise be difficult to ascertain.
• Where Buyer is entitled to return of the Deposit, such return constitutes Buyer's sole and exclusive remedy against Sellers (except for fraud or willful misconduct). In no event shall any Party be liable for punitive, exemplary, special, incidental, consequential, or indirect damages.
• Prior to termination, each Party is entitled to seek specific performance and injunctive relief to enforce the APA in the Bankruptcy Court (or, if it lacks or declines jurisdiction, the state and federal courts of New Jersey), without proof of actual damages or the posting of a bond.

Representations, Warranties & "As Is, Where Is" Sale

• Sellers make limited representations and warranties, including as to organization and authority (subject to entry of the Sale Order), good and valid title to the Acquired Assets and sole ownership of good and marketable fee simple title to the Owned Real Property (free and clear of all Encumbrances other than Permitted Encumbrances), litigation, compliance with laws and permits, brokers, and funding, and otherwise disclaim any other express or implied representations or warranties.
• The Acquired Assets are being sold on an "AS IS, WHERE IS" basis, with all faults, with Buyer relying solely on its own independent investigation and analysis and the representations and warranties expressly set forth in the APA.

Brokers

• No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of Sellers or Buyer.

Notice and Objections

• The Private Sale Notice was filed July 17, 2026 [Docket No. 509], establishing an objection deadline of July 24, 2026. Objections were required to be in writing, to state with particularity the legal and factual bases for the objection, and to be filed with the Court and served so as to be actually received by the Objection Deadline upon counsel to the SIMAD Debtors (Cole Schotz P.C.), counsel to the Purchaser (Brach Eichler L.L.C.), co-counsel to Mishmeret Trust Company, as trustee (Chapman & Cutler LLP and Riker Danzig LLP), counsel to the U.S. Small Business Administration, and the Office of the United States Trustee.
• No objections to the sale were filed by the Objection Deadline. Proper, timely, adequate, and sufficient notice of the Private Sale Notice, the APA, and the Sale Hearing was provided to all parties entitled to notice in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including counsel to the Buyer, the Office of the United States Trustee, all creditors and parties in interest, all parties asserting liens on the Acquired Assets (including Mishmeret Trust Company Ltd. and the U.S. Small Business Administration), all non-debtor counterparties to the Assumed Contracts, and all applicable governmental authorities.

Waiver of Stays

• Good cause has been shown for waiver of the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d) to permit prompt consummation and preserve the going-concern value of Camp Chen-A-Wanda. The Sale Order is effective and enforceable immediately upon entry, and the Sellers and Buyer are authorized to close the Transaction upon satisfaction of the closing conditions, but in no event later than the Outside Date.
• Note: The Sale Order describes the Outside Date as twenty-one days from the Effective Date of the APA (i.e., on or about August 7, 2026, given the July 17, 2026 Effective Date), whereas the APA itself defines the "Outside Date" as September 30, 2026 (Article I) and provides that the Closing shall occur no earlier than September 15, 2026 (Section 3.01). These provisions are internally inconsistent, and the inconsistency carried through from the proposed order into the entered order; the dates should be reconciled against the closing documents.

Jurisdiction & Venue

• The Court has jurisdiction over the SIMAD Debtors' chapter 11 cases pursuant to 28 U.S.C. §§ 157 and 1334, and venue is proper under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief include Sections 105(a), 363(b), 363(f), 363(m), 365, and 1146(a) of the Bankruptcy Code, and Bankruptcy Rules 2002, 6004, 6006, and 9014.
• The APA is governed by New Jersey law, with the Parties consenting to the exclusive jurisdiction of the Bankruptcy Court (or, if the Bankruptcy Cases are closed, the courts of the State of New Jersey). The Court retains exclusive jurisdiction to enforce and interpret the Sale Order and the APA and to adjudicate related disputes, including disputes regarding the Cure Amounts.

Key Dates

• Petition Date: June 4 and June 5, 2026
• Bidding Procedures Order Entered [Docket No. 298]: June 26, 2026
• APA Effective Date: July 17, 2026
• Private Sale Notice Filed: July 17, 2026 [Docket No. 509]
• Objection Deadline: July 24, 2026 (no objections filed)
• Sale Order Entered: August 12, 2026 [Docket No. 849]
• Closing (no earlier than): September 15, 2026
• Outside Date: September 30, 2026 per the APA; twenty-one days from the APA Effective Date per the Sale Order (see the note under Waiver of Stays above)
• Post-Closing Transition Cooperation Period: 90 days following the Closing Date

Camp Mesorah Sale Summary (Sale Order Entered)

Overview

• On Aug. 4, 2026, the U.S. Bankruptcy Court for the District of New Jersey (Chief Judge Christine M. Gravelle) entered an order [Docket No. 785] in the jointly administered chapter 11 cases of SIMAD Holdings Ltd., et al., Case No. 26-16388 (CMG), approving the APA between DHAN Masores LLC and the Mesorah Debtors, authorizing the sale of substantially all assets of Mesorahland LLC and Mesorahco LLC free and clear of all liens, claims, and encumbrances under sections 363(b), 363(f), and 363(k), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief. The Debtors are represented by Cole Schotz P.C. as counsel to the debtors and debtors in possession.
• The Transaction was conducted as a private sale in accordance with the Private Sale Procedures approved under the Bidding Procedures Order entered June 26, 2026 [Docket No. 298], and is being effectuated outside a plan of reorganization. The court found that the Private Sale Notice was duly filed and that the notice and objection period was completed in full compliance with the requirements of the Bidding Procedures Order.
• The APA, including all exhibits, schedules, and ancillary documents, and the Transaction are approved in their entirety under sections 105(a), 363(b), 363(f), 363(k), and 365. The Sellers are authorized and directed to perform under, consummate, and implement the APA, together with all additional instruments and documents reasonably necessary or desirable to do so. The court found the order to be in form and substance reasonably acceptable to the Buyer as required under the APA.
• The statutory predicates for the relief are sections 105(a), 363(b), 363(f), 363(k), 363(m), 365, and 1146(a) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and 9014, and the Local Rules of the District of New Jersey.
• The court has jurisdiction under 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference of the U.S. District Court for the District of New Jersey; this is a core proceeding under 28 U.S.C. § 157(b)(2), and venue is proper under 28 U.S.C. §§ 1408 and 1409.
• Note on the order's internal drafting: the order states the sale is being effectuated outside a plan of reorganization, yet applies section 1146(a) — which by its terms covers transfers under a confirmed plan — "or alternatively pursuant to Section 363." Similarly, the notice findings state no objections were filed while the free-and-clear findings refer in the alternative to objections "overruled." Both are alternative/prophylactic formulations in the order itself.

Parties Involved

• Sellers: Mesorahland LLC and Mesorahco LLC (the "Mesorah Debtors" or "Sellers"), debtors and debtors in possession in the jointly administered chapter 11 cases captioned In re SIMAD Holdings Ltd., et al., Case No. 26-16388 (CMG), pending in the U.S. Bankruptcy Court for the District of New Jersey.
• Buyer / Purchaser: DHAN Masores LLC, a New York limited liability company (or its designee).
  • The Buyer is an existing secured creditor and the DIP lender of the Mesorah Debtors, exercising its statutory right to credit bid under section 363(k).
  • DHI Holdings, LLC, an affiliate of the Buyer, is identified in the order as the successor in interest to Wayne Bank (pursuant to an Assignment of Negotiable Instrument dated June 25, 2026) and is expressly carved out of the DIP-lender and prepetition-lender exclusions in the amended "Excluded Claims" and "Excluded Assets" definitions.
  • The order is not entirely consistent about whether the Buyer itself or DHI Holdings holds the prepetition secured debt: the findings on adequate consideration and good faith attribute the prepetition secured claim and credit-bid right to the Buyer, while the APA amendments treat DHI Holdings as the prepetition lender and successor to Wayne Bank. This summary follows the order's own attribution to the Buyer.
• Holders of Encumbrances: Mizzen Capital LP and Mizzen Capital II LP (collectively, the "Junior Secured Lender") and the U.S. Small Business Administration.
• Neither the Buyer nor any of its Affiliates is an insider of the Debtors within the meaning of section 101(31). The APA was negotiated, proposed, and entered into without collusion, in good faith, and from arm's-length bargaining positions, and was not entered into for the purpose of hindering, delaying, or defrauding any creditor.
• The Buyer is a good faith purchaser under section 363(m) and is entitled to all protections afforded thereby, and has not engaged in any conduct that would prevent the application of section 363(m); neither the Sellers nor the Buyer engaged in any action or inaction that would permit the sale to be avoided, or costs or damages to be imposed, under section 363(n). Reversal or modification on appeal will not affect the validity of the sale absent a duly entered stay.
• Buyer Designation Right: The Buyer may assign its rights under the APA and the order to any affiliate or designee without further court order and without the Sellers' consent, and any such Designee is deemed a good faith purchaser entitled to the protections of section 363(m) and the order.

Junior Secured Lender Settlement

• The Buyer and the Junior Secured Lender (Mizzen Capital LP and Mizzen Capital II LP) entered into a separate settlement agreement under which the Buyer agreed to:
  • Pay the Junior Secured Lender $50,000; and
  • Following the Closing, issue the Junior Secured Lender a contingent 5% equity interest in the Buyer (or its acquisition vehicle), which becomes effective only after the Buyer has recovered its invested capital.
• The settlement is between the Buyer and the Junior Secured Lender only, does not involve the Sellers or their estates, does not constitute additional consideration for the Acquired Assets, and does not detract from the court's good faith findings.

Purchase Price

• The Purchase Price consists of a credit bid in the aggregate amount of at least $5,608,362.95, comprised of:
  • $3,808,362.95 in prepetition secured indebtedness under the Loan Agreement dated Aug. 8, 2017 and all related loan documents (the "Existing Loan Documents"); and
  • $1,800,000 of DIP Obligations under the DIP Consent Order — the Consent Order Approving Mesorah Emergency DIP Term Sheet on an Interim Basis, entered June 26, 2026 [Docket No. 287].
• The Purchase Price also includes the assumption of the Assumed Liabilities and payment of the Cure Amounts.
• The court found the consideration to be fair and adequate.
• For the avoidance of doubt, the Purchase Price does not include, and is not affected by, any payment or equity interest issued by the Buyer to the Junior Secured Lender under the separate settlement agreement described above.
• Purchase Price Allocation: The allocation set forth in Section 2.06 of the APA is without prejudice to the Debtors' rights under Section 2.09 of the APA and the rights of any party in interest, including the Official Committee of Unsecured Creditors, to seek a different allocation in connection with any proceeding in the cases. Entry of the order does not constitute approval of any allocation of the Purchase Price or a finding or determination that the allocation of sale proceeds among the Sellers is fair, reasonable, or appropriate.

Credit Bid

• Pursuant to section 363(k), the Buyer, as holder of allowed secured claims against the Mesorah Debtors, is authorized to credit bid all obligations owing to it under (i) the Existing Loan Documents, comprised of at least $3,808,362.95, and (ii) the DIP Advance under the DIP Consent Order, comprised of at least $1,800,000, in each case including all principal, accrued and unpaid interest, fees, costs, and expenses.
• The Buyer holds valid, binding, enforceable, and properly perfected secured claims against the Sellers under the Existing Loan Documents and the DIP Consent Order in an aggregate amount sufficient to credit bid the Purchase Price.
• The Credit Bid Amount constitutes full satisfaction of all obligations of the Mesorah Debtors owing to the Buyer under the Existing Loan Documents and the DIP Advance, which will be deemed satisfied, paid in full, and extinguished upon the Closing.

Sound Business Purpose and Private Sale Procedures

• The Debtors demonstrated a sound business purpose and compelling justification for the sale under section 363(b). The DIP lender is willing to acquire the property via credit bid, preserving whatever going-concern value exists and relieving the estates of the ongoing carrying costs associated with maintaining an asset operating at a loss.
• The decision to sell the Acquired Assets outside a plan of reorganization pursuant to the Private Sale Procedures was an exercise of sound business judgment and in the best interests of the Debtors, their estates, their creditors, and all parties in interest. No auction was required with respect to the Acquired Assets.

Assets Being Sold

• Substantially all assets of Mesorahland LLC and Mesorahco LLC (the "Acquired Assets," as defined in the APA), of every nature, tangible or intangible (including goodwill), relating to or used or held for use in connection with the Camp Business as currently conducted, sold free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) and excluding the Excluded Assets.
• The Acquired Assets include, without limitation:
  • All accounts receivable and all inventory of the Sellers as of the Closing;
  • All deposits and other prepaid charges and expenses;
  • All intellectual property owned by the Sellers and rights to use other intellectual property;
  • All records related to the Acquired Assets and Assumed Liabilities;
  • All Assumed Permits or the rights and benefits accruing under any Permits;
  • All causes of action and related rights (other than the Excluded Claims) related to the Acquired Assets;
  • All telephone and fax numbers, e-mail addresses, websites, URLs, and internet domain names; and
  • All cash and cash equivalents of the Sellers.
• The Acquired Assets include all real property owned by the Sellers, including the property known as "Camp Mesorah" located at 325 North Pond Road, Guilford, Chenango County, New York, together with all buildings, improvements, fixtures, and appurtenances thereto.
• For the avoidance of doubt, the Acquired Assets include — and the Buyer is vested with all right, title, and interest in — all bank accounts, deposit accounts, and similar accounts maintained by the Sellers in connection with the Camp Business, including all funds on deposit therein. Any bank or other financial institution at which such accounts are maintained is authorized and directed to recognize the Buyer as the accountholder of record and to take all actions reasonably necessary to transfer or re-title such accounts to the Buyer, without further order of the court.
• The Acquired Assets and Assumed Contracts relate to what the order and the APA refer to as the "Camp Business"; the court cited preservation of the going-concern value of Camp Mesorah as the basis for immediate effectiveness of the order.

Excluded Assets and Excluded Claims

• Excluded Assets: Section 2.02 of the APA is amended (by deleting the "and" at the end of Section 2.02(i), deleting the period after clause (k), and adding a new clause (l)) to add, as an Excluded Asset, any Claims of any Seller against (i) current or former directors, officers, insiders, or affiliates, (ii) any spouse, family member, or other relative of, or any Person related to or affiliated with, any of the foregoing, (iii) any DIP lender (except for the Buyer's affiliate, DHI Holdings, LLC), prepetition secured or unsecured lender (except for DHI Holdings, LLC, as successor to Wayne Bank), or other financing party in the bankruptcy cases and their respective Affiliates, and (iv) any other Person, to the extent such Claims neither directly and exclusively arose out of or related to the ordinary course, day-to-day operation prior to Closing of the Acquired Assets (including the Assumed Contracts) and the Camp Business, nor directly and exclusively arise out of or relate to the post-Closing operation of the Camp Business.
• Excluded Claims: The definition of "Excluded Claims" in Article I of the APA is deleted in its entirety and replaced to mean all (a) rights (including rights of set-off, recoupment, and subrogation), claims, causes of action, lawsuits, judgments, privileges, counterclaims, defenses, demands, rights of recovery, and all other rights of any kind of the Sellers against (i) any current or former director, officer, or manager of any Seller, or any spouse, family member, or other relative of, or Person related to or affiliated with, any of the foregoing, (ii) any DIP lender (except for the Buyer's affiliate, DHI Holdings, LLC), prepetition secured or unsecured lender (except for the Buyer's affiliate, DHI Holdings, LLC, as successor in interest to Wayne Bank), or other financing party in the bankruptcy cases and each of their respective Affiliates, and (iii) third parties solely to the extent arising in respect of any Excluded Asset or Excluded Liability, (b) Bankruptcy Causes of Action, and (c) claims or causes of action of any Seller to the extent they neither directly and exclusively arose out of or related to the ordinary course, day-to-day pre-Closing operation of the Acquired Assets (including the Assumed Contracts) and the Camp Business, nor directly and exclusively arise out of or relate to the post-Closing operation of the Camp Business.
• The Sellers otherwise retain their organizational/formation documents, seals, and equity records; all Contracts other than the Assumed Contracts; certain privileged or legally protected records; all Tax Records; and directors' and officers' liability insurance policies and related proceeds.

Assumed Liabilities

• Assumed Liabilities are limited solely to those liabilities expressly provided for in the APA; the Buyer does not assume any other administrative expense claims, priority claims, or tax liabilities of the Sellers. They include, among others:
  • Liabilities for Taxes of the Sellers for any period, provided that the amount of prepetition Taxes assumed by the Buyer is limited to $10,000 in the aggregate;
  • Valid claims arising under section 503(b)(9) for goods received by the Sellers in the ordinary course within 20 days before the Petition Date, provided that such assumed section 503(b)(9) claims will not exceed $200,000 in the aggregate;
  • All liabilities arising out of unpaid administrative expense claims (other than professional or transaction fees) attributable to the ordinary course, postpetition operation of the Sellers' Camp Business, whether or not included in the Approved Budget;
  • All Cure Amounts relating to the assumption and assignment of the Assumed Contracts to the Buyer; and
  • Liabilities of the Sellers on account of professional or transaction fees incurred in the Sellers' bankruptcy cases, in an amount to be agreed upon between the Buyer and the Sellers.
• All liabilities not expressly assumed constitute Excluded Liabilities, including any indebtedness for borrowed money (including obligations under the DIP Facility or any other debtor-in-possession financing, and any pre-petition secured or unsecured indebtedness) and any liability relating to any rejected executory contract or unexpired lease.

Sale Free and Clear

• The Sellers are the rightful owners of the Acquired Assets and are authorized and directed to sell, assign, transfer, convey, and deliver them to the Buyer (or its designee) free and clear of all liens, claims, interests, and encumbrances of any kind, including without limitation those of Mizzen Capital LP, Mizzen Capital II LP, and the U.S. Small Business Administration, other than Permitted Encumbrances and Assumed Liabilities.
• The court found that one or more of the conditions in sections 363(f)(1) through (5) has been satisfied with respect to each Encumbrance. Specifically, a bona fide dispute exists as to the extent and priority of the junior liens (per the Interim Cash Collateral Order), satisfying section 363(f)(4); alternatively, all holders of Encumbrances who did not object, or whose objections were overruled, are deemed to have consented under section 363(f)(2).
• All Encumbrances attach to the proceeds of the sale with the same validity, extent, and priority as existed immediately prior to the sale; however, because the Transaction is being consummated through a credit bid under section 363(k), there are no cash proceeds, and the Buyer's secured claims arising under the Existing Loan Documents and the DIP Advance are satisfied and extinguished in their entirety upon the Closing. To the extent any junior lienholder asserts an interest in the Acquired Assets, such interest is extinguished upon entry of the order.
• Injunction: All Persons (as defined in section 101(41)) are forever prohibited and enjoined from taking any action against the Buyer (or its Designee), its successors, assigns, properties, or the Acquired Assets to recover any claim, Encumbrance, or interest that such Person had or may have had with respect to the Sellers or the Acquired Assets and that is extinguished or otherwise discharged by the order, except as expressly permitted by the order or the APA. The injunction applies specifically, without limitation, to Mizzen Capital LP, Mizzen Capital II LP, and the SBA with respect to any liens, claims, or interests they may assert against the Acquired Assets.
• Self-Executing; Recording: The free and clear provisions are self-executing, and neither the Sellers nor the Buyer is required to execute or file releases, termination statements, assignments, consents, or other instruments. If any Person holding a filed financing statement, mortgage, mechanics' lien, lis pendens, or other document evidencing an Encumbrance fails to deliver to the Buyer, in proper form for filing, termination statements, releases, or instruments of satisfaction at or before Closing, the Buyer is authorized to execute and file them on such Person's behalf, and a certified copy of the order may be filed with any recording office as conclusive evidence of the release of all such Encumbrances. The order binds and governs the acts of all filing agents, filing officers, title agents, title companies, recorders of mortgages and deeds, registrars of deeds, administrative agencies or units, secretaries of state, and federal, state, and local officials required to accept, file, register, or record documents or to report or insure title; a certified copy filed with the appropriate clerk or recording office constitutes conclusive evidence of the free and clear transfer of the Acquired Assets to the Buyer.
• Direction to Third Parties: All entities in possession of any Acquired Assets are directed to surrender possession to the Buyer on the Closing Date, and the Sellers' creditors are directed to execute documents and take all actions necessary to release their Encumbrances on the Acquired Assets.

Successor Liability

• The Buyer is not a successor to the Sellers or their estates by operation of law or any theory of law or equity and will have no successor, transferee, or vicarious liabilities of any kind, whether known or unknown, now existing or hereafter arising, fixed or contingent, and asserted or unasserted.
• Except to the extent the Buyer expressly assumes an Assumed Liability under the APA, the Buyer has no liability with respect to the Sellers' or their predecessors' businesses or operations, or any liabilities attributable to pre-Closing periods, including without limitation liabilities: (a) on any theory of successor or transferee liability; (b) arising under any environmental law; (c) relating to the Debtors' employees; (d) under any collective bargaining agreement; (e) under any pension or benefit plan; (f) arising under any bulk transfer or similar laws; (g) for administrative expense claims or priority claims in the bankruptcy cases; or (h) for taxes of the Sellers for any pre-Closing period.

Assumption and Assignment

• The Sellers are authorized and directed to assume and assign to the Buyer, and the Buyer to accept, the Assumed Contracts listed on Schedule 2.10(a) to the APA, effective as of the Closing, pursuant to sections 365(a), 365(b), and 365(f). The assumption and assignment is integral to the APA, is in the best interests of the Debtors, their estates, and their creditors, and is a valid and proper exercise of the Debtors' business judgment.
  • The Assumed Contract List (Employment Agreement (Upper Staff), Camper Agreement (Template), Employment Agreement (Lower Staff), and Refund Policy) each carry an estimated Cure Amount of $0.
• The Buyer has demonstrated adequate assurance of future performance within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B).
• Anti-assignment provisions in the Assumed Contracts do not restrict, limit, or prohibit the assumption and assignment and do not constitute a breach or default thereunder.
• The Buyer's contract designation period under the APA may be extended by the Buyer in its discretion as provided therein; from the date of the APA until two days after the Closing (subject to further extension by the Buyer), the Buyer may make additions and deletions to the Assumed Contract List by written notice, provided that the Buyer will pay any net increase in Cure Amounts and non-debtor counterparties' Administrative Claims resulting from any additional assumptions.
• Cure Amounts: The Cure Amounts set forth on Schedule 2.10(a) to the APA, or as otherwise determined by the court, represent all amounts required to cure defaults under the Assumed Contracts pursuant to section 365(b)(1) and are sufficient to satisfy all monetary defaults under section 365(b)(1)(A). Upon payment by the Buyer at Closing, all defaults are deemed cured and non-debtor counterparties are forever barred from asserting any claim or cause of action against the Buyer arising from any pre-Closing default.

Transfer Taxes

• The transfer of the Acquired Assets constitutes a transfer under a plan confirmed under section 1146(a), or alternatively pursuant to section 363, and is exempt from stamp taxes, transfer taxes, real estate transfer taxes, mortgage recording taxes, and similar taxes under applicable state or federal law.
• All federal, state, and local governmental agencies and recording offices, including any County Clerk's Office, are directed to accept for recording all documents, instruments, or deeds necessary to effectuate the Transaction free and clear of any transfer taxes, document stamps, or similar charges.
• Under the APA, all Transfer Taxes will be borne by the Buyer, and the parties will cooperate in good faith to minimize any Transfer Taxes and to avail themselves of available exemptions, including under section 1146(a).

Deposit; Payment at Closing

• No deposit is required (Section 2.07 of the APA is reserved).
• At the Closing, the Credit Bid Amount will be applied against and satisfy in full the obligations owing to the Buyer under the Existing Loan Documents and the DIP Advance. No cash payment is required from the Buyer at Closing other than the Cure Amounts (if any) and any Transfer Taxes payable by the Buyer.

Conditions to Closing

• The sale is subject to the satisfaction (or waiver by the Buyer) of the closing conditions set forth in Article VIII of the APA, including, among others:
  • No Governmental Authority has enacted, issued, or entered any Law or Order that enjoins or otherwise prohibits the Transaction;
  • The Bankruptcy Court has entered the Sale Order, which is a Final Order and has not been reversed, stayed, modified, or amended in any manner materially adverse to the Buyer without its prior written consent;
  • Since the date of the APA, no Material Adverse Effect has occurred;
  • The Bankruptcy Court has entered the Bid Procedures Order, which has not been reversed, stayed, or materially modified adverse to the Buyer without its consent;
  • The DIP Consent Order remains in full force and effect, has not been materially modified adverse to the Buyer without its consent, and no Event of Default has occurred and is continuing (other than any Event of Default waived by the Buyer);
  • No order has been entered approving or authorizing the sale of any Acquired Assets to any person other than the Buyer; and
  • The Buyer holds, as of the Closing Date, valid and enforceable secured claims sufficient to credit bid the Purchase Price. In the event the Buyer's secured claims under the Existing Loan Documents and/or the DIP Consent Order are acquired, assigned, or transferred to any third party prior to the Closing, this condition is deemed to have failed and the Buyer has no obligation to consummate the Transaction.

Termination

• The APA may be terminated and the Transaction abandoned at any time prior to the Closing, including:
  • by the mutual written consent of the Buyer and the Sellers;
  • by the Buyer if a Material Adverse Effect has occurred;
  • by the Buyer if its secured claims under the Existing Loan Documents and/or the DIP Consent Order are acquired, assigned, or transferred to any third party prior to the Closing;
  • by either the Buyer or the Sellers if the Closing has not occurred on or before the Outside Date, except that this right is not available to a party whose failure to perform its obligations was the principal cause of the failure to close;
  • by the Buyer if the Sellers breach a representation, warranty, or covenant such that the applicable closing condition would fail (subject to a 30-day cure), or if the Sellers breach the DIP Consent Order or an Event of Default occurs thereunder; and
  • by the Sellers if the Buyer breaches a representation, warranty, or covenant such that the applicable closing condition would fail (subject to a 30-day cure);
  • by either party if a court of competent jurisdiction issues a final and non-appealable Order permanently enjoining or prohibiting the Transaction;
  • by either party if the bankruptcy cases are dismissed or converted to Chapter 7, or if a trustee is appointed; or
  • by either party if the Bankruptcy Court enters an Order authorizing the Sellers to consummate an Alternative Transaction with a person other than the Buyer.
• If the Buyer fails to consummate the Closing when all conditions to its obligations have been satisfied or waived, the Sellers' sole and exclusive remedy (except in the case of fraud or willful misconduct) is to seek specific performance; no deposit or liquidated damages are payable by the Buyer.
• If the APA is terminated due to the Sellers' breach or failure to perform, the Buyer is entitled to seek specific performance and/or any other remedy available at law or in equity, including damages.

Notice and Objections

• Proper, timely, adequate, and sufficient notice of the Private Sale Notice, the APA, and the Sale Hearing was provided to all parties entitled to notice in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including counsel to the Buyer (Porzio, Bromberg & Newman, P.C.), the Office of the U.S. Trustee, all creditors and parties in interest, all parties asserting liens on the Acquired Assets (including Mizzen Capital LP, Mizzen Capital II LP, and the SBA), all non-debtor counterparties to the Assumed Contracts, and all applicable governmental authorities.
• The Private Sale Notice was filed on July 20, 2026 [Docket No. 551], and the seven-day objection deadline of July 27, 2026 expired with no objections filed (or all objections having been resolved, withdrawn, or overruled). No further or other notice is required.
• The order's recitals refer to the court "having held a hearing (the 'Sale Hearing'), if any," so the order does not affirmatively establish that a hearing was conducted; the findings rest on the Private Sale Notice, the unopposed objection period, and the record before the court.

Post-Closing Arrangements

• The Sellers will cooperate with the Buyer during the 90-day period following the Closing Date with respect to transition matters as provided in the APA.
• Prior to the Closing, the Buyer will offer (or cause a designee of the Buyer to offer) to employ some or all Current Employees, with employment commencing on the Closing Date.
• Following the Closing Date until the end of the 2026 Camp Season, the Buyer will operate the Camp Business in substantially the same manner as the Sellers have traditionally operated it, in accordance with all governmental requirements and applicable policies, rules, regulations, and standards.
• Waiver of Stay; Closing Deadline: Good cause was shown for waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d), which are waived; the order is effective and enforceable immediately upon entry. The court noted the Transaction should be consummated promptly to preserve the going-concern value of Camp Mesorah. The Sellers and the Buyer are authorized to close the Transaction immediately upon satisfaction of the closing conditions set forth in the APA, but in no event later than the Outside Date of Aug. 7, 2026, or such other date as the parties may agree in writing. (The Private Sale Notice had previously stated an Outside Date of July 31, 2026.)
• Binding Effect and Survival: The order binds the Sellers, all creditors of the Sellers, holders of Encumbrances on the Acquired Assets, all non-debtor counterparties to the Assumed Contracts, all other parties in interest and their successors and assigns (whether or not served with notice of the Sale Hearing), and any subsequently appointed trustees, examiners, or other fiduciaries, including upon conversion to chapter 7, and inures to the benefit of the Buyer and its successors, assigns, and Designees. Its terms survive any order confirming a chapter 11 plan, converting the cases to chapter 7, dismissing the cases, or abstaining from hearing the cases.
• Conflicts: To the extent any provision of the order conflicts with the APA, or is inconsistent with any other order entered in these chapter 11 cases, the terms of the order govern and control.
• Retention of Jurisdiction: The court retains exclusive jurisdiction to enforce, interpret, and implement the order and the APA, resolve disputes arising in connection with the order, the APA, or the Transaction, adjudicate any claims or disputes regarding the Cure Amounts, protect the Buyer and its successors, assigns, and Designees against any Encumbrances, and enter such further orders as may be necessary or appropriate.

Key Dates

• Petition Date: June 4 and June 5, 2026
• Loan Agreement Dated (Existing Loan Documents): Aug. 8, 2017
• Bidding Procedures Order Entered: June 26, 2026 [Docket No. 298]
• DIP Consent Order Entered (Consent Order Approving Mesorah Emergency DIP Term Sheet on an Interim Basis): June 26, 2026 [Docket No. 287]
• APA Dated: July 20, 2026
• Private Sale Notice Filed: July 20, 2026 [Docket No. 551]
• Objection Deadline: July 27, 2026 (7 days after filing of the Private Sale Notice; no objections filed)
• Sale Order Entered: Aug. 4, 2026 [Docket No. 785]
• Outside Date: Aug. 7, 2026, or such other date as agreed to in writing by the parties
• Post-Closing Transition Cooperation Period: 90 days following the Closing Date

Pine Forest Camp / Camp Timber Tops / Lake Owego Camp Sale Summary (Sale Order Entered)

Overview

• On Aug. 4, 2026, the U.S. Bankruptcy Court for the District of New Jersey (Chief Judge Christine M. Gravelle) entered an order [Docket No. 788] in the jointly administered chapter 11 cases of SIMAD Holdings, Ltd., et al., Case No. 26-16388 (CMG), approving the APA, authorizing the sale of substantially all assets of Pine Forest Campco LLC and Pine Forest Landco LLC free and clear of all liens, claims, and encumbrances pursuant to sections 363(b), 363(f), 363(k), and 363(m), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, approving related releases and findings under section 105(a) and Bankruptcy Rule 9019, and granting related relief.
• The APA, including all exhibits, schedules, and ancillary documents, and the Transactions contemplated thereby, are approved in their entirety pursuant to sections 105(a), 363(b), 363(f), 363(k), 363(m), and 365 of the Bankruptcy Code and Bankruptcy Rule 9019. The Sellers, the Buyer Group, and the Seller Note Holder are authorized and directed to perform under, consummate, and implement the APA, together with all additional instruments and documents reasonably necessary or desirable to implement the APA and consummate the Transactions.
• The order is in form and substance reasonably acceptable to the Buyer Group and the Seller Note Holder, as required under the APA.
• The Transactions were conducted in accordance with the Private Sale Procedures approved under the Bidding Procedures Order entered June 26, 2026 [Docket No. 298]. The Private Sale Notice was filed July 24, 2026 [Docket No. 601], and the notice and objection period was completed in full compliance with the Bidding Procedures Order's requirements. No auction was required.

Parties Involved

• Chapter 11 Debtors: SIMAD Holdings, Ltd., et al., jointly administered under Case No. 26-16388 (CMG); the Pine Forest Debtors are among the SIMAD Debtors
• Sellers: Pine Forest Campco LLC and Pine Forest Landco LLC (the "Pine Forest Debtors")
• Buyer Group, each a Delaware limited liability company:
  • Pine Forest 1931 Holdings LLC, as Parent
  • Pine Forest 1931, LLC, as Buyer Campco and a wholly owned subsidiary of Parent
  • Pine Forest 1931 Land, LLC, as Buyer Landco and a wholly owned subsidiary of Parent
• Camping Management Corporation, a Pennsylvania corporation, solely in its capacity as Seller Note Holder
• Subordinated Lender: Mizzen Capital, L.P.
• Wayne Bank is the holder of the Wayne Bank Debt assumed by the Buyer Group.
• Counsel to the Debtors and Debtors in Possession: Cole Schotz P.C. (Michael D. Sirota, Warren A. Usatine, David M. Bass, Felice R. Yudkin, and Daniel J. Harris)

Related-Party Disclosures and Good Faith Purchaser Findings

• Mitchell Black disclosed that he is the president and owner of Camping Management Corporation, holds an ownership interest in the Buyer Group, and is employed as a Camp Director through an employment agreement with Pine Forest Campco LLC. Black stated that he is not a manager of any Debtor and did not authorize, or have authority to authorize, the transaction on behalf of the Debtors.
• The Buyer Group delivered a nonbinding expression of interest on or about July 8, 2026, after which the parties negotiated the APA through July 24, 2026.
• The APA was negotiated, proposed, and entered into by the Sellers, the Buyer Group, and the Seller Note Holder without collusion, in good faith, and from arm's-length bargaining positions, and was not entered into for the purpose of hindering, delaying, or defrauding any creditor of the Debtors.
• Neither the Buyer Group nor any of its Affiliates is an insider of the Debtors within the meaning of section 101(31). The court further found that any relationship among Mitchell Black, Camping Management Corporation, the Seller Note Holder, the Buyer Group, and the Sellers does not impair the validity of the Transactions or the Buyer Group's entitlement to the protections provided in the order.
• The Buyer Group is a good faith purchaser within the meaning of section 363(m) and is entitled to all protections afforded thereby. Reversal or modification on appeal of the authorization to consummate the Transactions will not affect the validity of the sale unless such authorization is duly stayed pending appeal.
• The Buyer Group, Wayne Bank, the Subordinated Lender, the Seller Note Holder, and MZ Pine, LLC each acted in good faith in all respects in connection with the proceeding and the Transactions, and no such party engaged in any conduct that would prevent the application of section 363(m). None of those parties — nor the Sellers — engaged in any action or inaction that would cause or permit the sale to be avoided, or costs or damages to be imposed, under section 363(n).

Sound Business Purpose and Private Sale Procedures

• The Debtors demonstrated a sound business purpose and compelling justification for consummating the sale under section 363(b), and their decision to sell the Acquired Assets outside a plan of reorganization pursuant to the Private Sale Procedures approved in the Bidding Procedures Order was an exercise of sound business judgment and in the best interests of the Debtors, their estates, their creditors, and all parties in interest.
• The legal requirements for approval of the sale have been satisfied, and the sale is authorized pursuant to sections 105(a), 363(b), 363(f), and 365.

Assets Being Sold

• Substantially all assets of Pine Forest Campco LLC and Pine Forest Landco LLC, associated with the Sellers' summer residential camp business, including Pine Forest Camp, Camp Timber Tops, and Lake Owego Camp, at:
  • 185 Pine Forest Road, Greeley, Pennsylvania 18425
  • 1620 US-6, Greeley, Pennsylvania 18425
  • 1687 US-6, Greeley, Pennsylvania 18425
• The Acquired Assets constitute property of the Pine Forest Debtors' estates, and the Pine Forest Debtors are the sole and lawful owners of, and hold good title to, the Acquired Assets, subject to the Permitted Encumbrances set forth in the APA.
• The transfer of the Acquired Assets to the Buyer Group will be a legal, valid, and effective transfer that vests the Buyer Group with all right, title, and interest of the Pine Forest Debtors in and to the Acquired Assets, free and clear of all liens, claims, interests, obligations, rights, charges, and encumbrances, except for Permitted Encumbrances as specifically provided in the APA.
• Subject to the Excluded Assets, the Acquired Assets include:
  • Accounts receivable, inventory, deposits, prepaid charges and expenses, and cash and cash equivalents other than the Wind-Down Amount and Professional Fee Contribution
  • Assumed Contracts, intellectual property, machinery, equipment, supplies, furniture, fixtures, records, goodwill, and Assumed Permits
  • Telephone and fax numbers, email addresses, websites, URLs, and domain names
  • All owned or leased real property of the Sellers, including the Camp Premises and related buildings, improvements, fixtures, and appurtenances
  • Certain insurance proceeds, warranty rights, causes of action, claims, and rights of recovery relating to the Acquired Assets or Camp Business, including Bankruptcy Causes of Action against counterparties to Assumed Contracts, Camp Business vendors, and Current Employees
• Deposits for Campers for the 2027 Camp Season are Acquired Assets; upon Closing, the Buyer Group is liable for the return of any such deposits.
• The Buyer Group may remove an Acquired Asset and designate it as an Excluded Asset by written notice before closing, without an adjustment to the Purchase Price.

Excluded Assets and Excluded Claims

• Excluded Assets include:
  • The Sellers' organizational documents and records relating solely to their organization, maintenance, and existence
  • Contracts and Permits other than Assumed Contracts and Assumed Permits
  • Excluded Claims, including claims against the Sellers' directors, officers, managers, members, insiders, or affiliates
  • Certain protected personnel, medical, bankruptcy, and attorney-client privileged records
  • The Wind-Down Amount, Professional Fee Contribution, Tax Records, records relating to Excluded Assets, and unused professional retainers or amounts remaining in related escrow accounts
• The order amends and restates the definition of "Excluded Claims" in Article I of the APA in its entirety to mean all:
  • Rights (including rights of set-off and recoupment), claims, causes of action, lawsuits, judgments, privileges, counterclaims, defenses, demands, rights of recovery, rights of set-off, rights of subrogation, and all other rights of any kind of the Sellers against (i) any current or former director, officer, or manager of any Seller, or any spouse, family member, or other relative of, or any person related to or affiliated with, any of the foregoing, and (ii) third parties solely to the extent arising in respect of any Excluded Asset or Excluded Liability;
  • Bankruptcy Causes of Action, other than those against counterparties to the Assumed Contracts, vendors of the Camp Business, and current employees or agents of the Camp Business; and
  • Claims or causes of action of any Seller to the extent such claims neither (x) directly and exclusively arose out of or related to the ordinary course operation of the Camp Business prior to Closing of the Acquired Assets (including the Assumed Contracts), nor (y) directly and exclusively arise out of or relate to the post-Closing operation of the Camp Business.

Purchase Price

• The Purchase Price consists of, among other things:
  • The Credit Bid of the Seller Note — a credit bid by Camping Management Corporation of the Seller Note, which had $4,077,312 of outstanding principal as of the Petition Date;
  • The assumption of Assumed Liabilities, including the Subordinated Claims (held by Mizzen Capital, comprising $8.835 million of outstanding principal as of the Petition Date, plus accrued interest, fees, and expenses) and the Wayne Bank Debt;
  • Payment of the Cure Amounts;
  • The Wind-Down Amount — $75,000 in cash to fund the wind-down of the Sellers' estates; and
  • The Professional Fee Contribution — comprising a $255,793 SSG fee contribution and a $1.25 million Other Professional Fee Contribution.
• The court found the consideration constitutes fair and adequate consideration, citing the value provided by the credit bid of the Seller Note, the assumption of the Wayne Bank Debt, the payment of Cure Amounts, the Wind-Down Amount, and the Professional Fee Contribution.
• The Purchase Price allocation set forth in Section 2.06 of the APA is without prejudice to the Debtors' rights under Section 2.09 of the APA and the rights of any party in interest — including the official committee of unsecured creditors — to seek a different allocation in any proceeding in the cases. Entry of the order does not constitute approval of any allocation, or a finding that the allocation of sale proceeds among the Sellers is fair, reasonable, or appropriate.

Credit Bid

• The Credit Bid as set forth in the APA is valid and proper and consistent with sections 363(b) and 363(k).
• The Seller Note Holder holds valid, enforceable, perfected, and non-avoidable secured claims in respect of the Seller Note.

Deposit and Financing

• No cash deposit is required because the Purchase Price consists primarily of a credit bid and assumed liabilities and the transaction is not subject to a financing contingency.
• The Buyer Group represents that it has, and will have at closing, immediately available funds sufficient to pay the cash portion of the Purchase Price and all other amounts payable under the APA.
• The Credit Bid will be satisfied at closing through the exchange of the Seller Note, and the $75,000 Wind-Down Amount will be paid by wire transfer.
• Because no deposit is required, no deposit will be returnable to the Buyer Group or available to the Sellers as liquidated damages upon termination.

Assumed and Excluded Liabilities

• Assumed Liabilities are limited solely to those liabilities described in the APA. Except as expressly provided in the order and the APA, the Buyer Group has no liability for any claims against, or liabilities of, the Debtors or their estates. The court found the Buyer Group's agreement to assume the Assumed Liabilities essential to provide for the payment of other liabilities that would potentially not be satisfied absent consummation of the Transactions. They include:
  • The Wayne Bank Debt and Subordinated Claims in accordance with their respective terms
  • Accrued and unpaid amounts owed to Current Employees for the 2026 Camp Season
  • Liabilities arising from operation of the Camp Business on and after the Closing Date
  • Cure Amounts relating to the assumption and assignment of Assumed Contracts
  • Property, real estate, and use taxes owed to the Commonwealth of Pennsylvania allocable to periods on and after the Closing Date
  • Unpaid employer matching contributions under the Profit Sharing Plan and up to $10,000 of the costs to terminate and wind up that plan, with any excess wind-up costs paid from the Wind-Down Amount
  • Other Assumed Liabilities expressly identified in the APA
• The Buyer Group will not assume liabilities other than the Assumed Liabilities. Excluded Liabilities include liabilities relating to Excluded Assets, violations of law by a Seller, rejected executory contracts or unexpired leases, and any other Seller liabilities not specifically included among the Assumed Liabilities.

Sale Free and Clear

• Pursuant to sections 363(b) and 363(f), the Sellers are authorized and directed to sell, assign, transfer, convey, and deliver the Acquired Assets to the Buyer Group (or its designee) free and clear of all Encumbrances of any kind or nature whatsoever, other than Permitted Encumbrances and Assumed Liabilities as set forth in the APA, one or more of the conditions of sections 363(f)(1) through (5) having been satisfied with respect to each such Encumbrance.
• All holders of Encumbrances that did not object to the sale, or whose objections were overruled, are deemed to have consented pursuant to section 363(f)(2).
• All Encumbrances attach to the sale proceeds with the same validity, extent, and priority as existed immediately prior to the sale. To the extent any junior lienholder asserts an interest in the Acquired Assets, such interest is extinguished upon entry of the order.

Successor Liability

• The Buyer Group is not a successor to the Sellers or their estates by operation of law, by reason of any theory of law or equity, or otherwise, and does not assume and is not in any way responsible for any liability or obligation of the Sellers or their estates — including under any bulk transfer law, tax, or theory of successor, transferee, or vicarious liability — whether known or unknown, now existing or hereafter arising, whether fixed or contingent, and whether asserted or unasserted, except as expressly provided in the APA as an Assumed Liability.
• Except to the extent the Buyer Group expressly assumes an Assumed Liability under the APA, the Buyer Group has no liability with respect to the Sellers' or their predecessors' businesses or operations, or any liabilities of the Sellers attributable to periods prior to the Closing, including liabilities on any theory of successor or transferee liability, liabilities under any environmental law, liabilities relating to the Debtors' employees, liabilities under any collective bargaining agreement or any pension or benefit plan, and liabilities arising under any bulk transfer or similar laws.

Liens and Secured Claims

• The liens, security interests, mortgages, and encumbrances held by Wayne Bank, the Subordinated Lender, and the Seller Note Holder against the Acquired Assets — including those securing the Wayne Bank Debt, the Subordinated Claims, and the Seller Note — are valid, binding, enforceable, and non-avoidable, were duly perfected prior to the Petition Date, and are not subject to setoff, recoupment, avoidance, recharacterization, subordination (whether equitable, contractual, or otherwise), or any other challenge, claim, cause of action, or defense of any kind under the Bankruptcy Code or applicable non-bankruptcy law, including under section 506(c) or the equitable doctrine of marshalling.
• The Wayne Bank Debt includes the Pine Forest Loan and DIP Facility, together with related interest, fees, costs, expenses, protective advances, indemnification obligations, and other secured obligations.
• Wayne Bank:
  • The assumption of the Wayne Bank Debt by Buyer Campco and Buyer Landco does not constitute a payment, satisfaction, release, novation, merger, extinguishment, or impairment of the Wayne Bank Debt or any obligations owing to Wayne Bank arising before or after the Petition Date, including obligations under the prepetition loan documents, any interim or final postpetition financing or protective advance orders, and any amendments, modifications, renewals, extensions, replacements, or restatements thereof.
  • Upon that assumption, however, Wayne Bank no longer asserts a secured claim against the Pine Forest Debtors or a lien on their assets, and will not file a proof of claim in the Pine Forest Debtors' cases or assert any right to payment from the Pine Forest Debtors.
  • All mortgages, security interests, assignments, financing statements, and other liens in favor of Wayne Bank remain valid, perfected, enforceable, first-priority, and of the same force and effect following the Closing, continuing without interruption until irrevocably paid in full and released by Wayne Bank in accordance with the applicable loan documents.
  • Nothing in the order, the APA, or the Transactions requires Wayne Bank to make any additional loans, advances, extensions of credit, protective advances, or other financial accommodations, or to amend, modify, refinance, renew, or extend any existing loan or credit facility, except pursuant to separate written agreements Wayne Bank may execute in its sole discretion. Approval of the Transactions creates no obligation on Wayne Bank's part to provide financing beyond the obligations expressly set forth in written agreements it executes.
• Subordinated Lender:
  • The assumption of the Subordinated Claims by Buyer Campco does not constitute a payment, satisfaction, release, novation, merger, extinguishment, or impairment of the Subordinated Claims or any obligations owing to the Subordinated Lender arising before or after the Petition Date.
  • All liens in favor of the Subordinated Lender remain valid, perfected, and enforceable, second in priority to the liens of Wayne Bank (until the relevant mortgages and security interests securing the Buyer Group's obligations to Wayne Bank are released by Wayne Bank), and continue until irrevocably paid in full and released by the Subordinated Lender in accordance with the applicable loan documents, or as otherwise agreed by the Subordinated Lender, including in connection with any post-Closing transaction or debt exchange between the Buyer Group and the Subordinated Lender.
• Upon Closing, the Subordinated Lender's Subordinated Claims and the Seller Note Holder's claim under the Seller Note will be deemed waived as against the estates of any Debtor that is an obligor on such claims, whether as borrower or guarantor; both parties expressly reserve all rights as to any other claims they may hold against any Debtor other than the Pine Forest Debtors, or against any non-debtor entity or individual.

Professional Fee Contribution

• Within two business days after closing, the Buyer Group must pay the Professional Fee Contribution to an account designated by the Sellers for court-approved compensation of SSG and the Other Professionals.
• The payment obligation is unconditional and will not be reduced or eliminated based on an objection to a professional compensation application.
• The Buyer Group is solely responsible for the Professional Fee Contribution. Wayne Bank, the Subordinated Lender, and the Seller Note Holder have no obligation to fund the Sellers' professional fees or expenses.

Assumption and Assignment

• Pursuant to sections 365(a), 365(b), and 365(f), the Sellers are authorized and directed to assume and assign to the Buyer Group — and the Buyer Group is authorized to accept the assignment of — the Assumed Contracts listed on Schedule 2.10(a) to the APA, effective as of the Closing or such later date as provided under the APA and the Bid Procedures Order. The assumption and assignment is integral to the APA, is in the best interests of the Debtors, their estates, and their creditors, and is a valid and proper exercise of the Debtors' business judgment.
• The Buyer Group has demonstrated adequate assurance of future performance under the Assumed Contracts within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) (the court's findings cite sections 365(b)(1) and 365(f)(2) generally).
• Anti-assignment provisions in the Assumed Contracts do not restrict, limit, or prohibit the assumption and assignment, and such assignment does not constitute a breach or default thereunder.
• The Buyer Group may extend its contract designation period under the APA in its discretion, as provided therein. From the Effective Date through 60 days after closing, subject to extension by written agreement if a Cure/Assumption Objection is filed, the Buyer Group may add contracts to or delete contracts from the Assumed Contract List by written notice, and must pay any net increase in Cure Amounts and non-debtor counterparties' administrative claims resulting from the addition of Assumed Contracts.
• If a counterparty objects to a Cure Amount, adequate assurance of future performance, or another aspect of a proposed assignment, the contract will be removed from the Assumed Contract List until the objection is resolved to the Buyer Group's satisfaction, unless the Buyer Group designates the contract as an Excluded Contract.

Cure Amounts

• The Cure Amounts set forth on the Assumption Notice (as defined in the Bid Procedures Order), or as otherwise determined by the court, represent all amounts that must be paid to cure defaults under the Assumed Contracts pursuant to section 365(b)(1), and are sufficient to satisfy all monetary defaults required to be cured under section 365(b)(1)(A). The Cure Amounts are payable by the Buyer Group in accordance with the Bid Procedures Order.
• Upon payment of the Cure Amounts (if any) at the time of assumption and assignment, all defaults under the Assumed Contracts are deemed cured, and non-debtor counterparties are forever barred from asserting any claim or cause of action against the Buyer Group arising from any pre-Closing default.

Releases and Injunction

• Upon closing, and subject to the terms of the APA and the order, the Pine Forest Debtors' estates — and any subsequently appointed trustee, examiner, creditors' committee, estate representative, successor, or assignee — release and forever discharge the Buyer Released Parties from any and all claims, causes of action, defenses, offsets, counterclaims, lender liability claims, equitable subordination claims, avoidance actions, or liabilities of any kind arising prior to the Closing Date, whether known or unknown, including all causes of action arising under chapter 5 of the Bankruptcy Code (including preference, fraudulent transfer, and avoidance actions) and any other claims or causes of action that could be asserted by or on behalf of the Pine Forest Debtors' estates.
  • The Buyer Released Parties comprise Camping Management Corporation, in its capacity as Seller Note Holder, Mitchell Black, Barbara Black, Anna Black Morin, Eric Morin, the Subordinated Lender, MZ Pine, LLC, the Buyer Group, Wayne Bank, and each of their respective affiliates, principals, related parties, officers, directors, employees, managers, agents, advisors, and attorneys acting in such capacities.
  • The release binds any successor, assignee, trustee, examiner, creditors' committee, estate representative, or other fiduciary appointed in or after the chapter 11 cases.
• All Persons (as defined in section 101(41)) are forever prohibited and enjoined from taking any action against the Buyer Group (or its designee), the Buyer Released Parties, their respective successors, assigns, properties, or the Acquired Assets to recover any claim, Encumbrance, interest, cause of action, or liability relating to the Sellers, their estates, or the Acquired Assets that is extinguished, released, or otherwise discharged by the order, except as expressly permitted by the order or the APA.

Employees and Benefits

• Before closing, the Buyer Group must offer employment commencing on the Closing Date to all Current Employees. Unless otherwise agreed, each offer must be on terms equal to or more favorable than the employment terms offered by the Sellers as of the Closing Date.
• At closing, the Sellers will terminate the Transferred Employees and the existing employment agreements with Mitchell Black, Barbara Black, Anna Black Morin, and Eric Morin, and the Buyer Group will enter into new employment agreements with those four individuals.
• The Buyer Group will process payroll and pay base wages, salary, and benefits accruing after the Closing Date for Transferred Employees.
• The Sellers' medical, dental, vision, ancillary benefit, retirement, and other employee benefit plans are excluded from the transaction. The Sellers must terminate their employee benefit plans as of the day immediately preceding the Closing Date and wind down the Pine Forest Campco LLC Profit Sharing & Employees Savings Plan.

Pre-Closing Camp Operations

• Before closing, the Sellers must use commercially reasonable efforts to operate the Camp Business in the ordinary course, maintain the Acquired Assets in good working order, and avoid actions reasonably expected to result in a Material Adverse Effect.
• The Sellers must continue operating the Camp Business substantially in accordance with their traditional practices, applicable law, and American Camp Association policies, rules, regulations, and standards.
• The Sellers must use commercially reasonable efforts to maintain current enrollment and re-enroll eligible 2026 campers for the 2027 Camp Season, must continue using their traditional enrollment techniques and methods, and may not refuse attendance to any prospective camper willing to pay full Tuition.

Closing Conditions

• Closing is conditioned on, among other matters:
  • No governmental authority having entered a law or order prohibiting the transaction
  • Entry of a Sale Order satisfactory to the Buyer Group and Seller Note Holder that is a Final Order and has not been reversed, stayed, or materially adversely modified
  • The parties' representations remaining accurate and their material compliance with applicable covenants
  • No Material Adverse Effect having occurred since the Effective Date
  • Delivery of the closing documents required by the APA
  • The Bidding Procedures Order remaining unstayed and not materially adversely modified
  • The Buyer Group delivering the documents required by Wayne Bank and the Subordinated Lender
• Closing will occur remotely through the electronic exchange of documents and signatures unless the parties agree otherwise.

Termination

• The APA may be terminated before closing by mutual written consent or if:
  • Closing does not occur by the Outside Date, subject to limitations applicable to a party whose failure caused the delay
  • A party's representations become inaccurate or it breaches a covenant and the breach is incurable before the Outside Date or remains uncured for 30 days after notice
  • A Material Adverse Effect occurs
  • A final, nonappealable order permanently prohibits the transaction
  • The bankruptcy cases are dismissed, converted to chapter 7, or a trustee is appointed
  • The Bankruptcy Court authorizes an Alternative Transaction with another purchaser
• Termination does not relieve a party or the Seller Note Holder from liability for fraud or a willful breach.
• No party will be liable for punitive, exemplary, special, incidental, consequential, or indirect damages, including lost profits or loss of business opportunity.

Transfer Taxes

• The transfer of the Acquired Assets constitutes a transfer under a plan confirmed under section 1146(a), or alternatively pursuant to section 363, and is exempt from stamp taxes, transfer taxes, real estate transfer taxes, mortgage recording taxes, and similar taxes under applicable state or federal law.
• All federal, state, and local governmental agencies and recording offices, including any County Clerk's Office, are directed to accept for recording all documents, instruments, or deeds necessary to effectuate the Transactions free and clear of any transfer taxes, document stamps, or similar charges.
• If any Pennsylvania realty transfer tax or other transfer, documentary, stamp, recording, or similar tax is ultimately determined to be due, that tax — together with any related interest or penalties arising solely from its imposition and not from the Debtors' failure to cooperate — is the sole responsibility of the Buyer Group; none of the Debtors, their estates, Wayne Bank, the Subordinated Lender, or the Seller Note Holder has any liability therefor.
• The Debtors, the Buyer Group, Wayne Bank, the Subordinated Lender, and the Seller Note Holder reserve all rights to assert any exemption from, or defense to, the imposition of such taxes. The Pennsylvania Department of Revenue and other applicable taxing authorities received notice of, and an opportunity to object to, the relief granted.

Post-Closing Arrangements

• All entities that are presently in possession of, or that on the Closing Date may be in possession of, any Acquired Assets are directed to surrender possession to the Buyer Group on the Closing Date.
• On the Closing Date, the Sellers' creditors are authorized and directed to execute such documents and take such other actions as may be necessary to release their Encumbrances on the Acquired Assets.
• The Sellers must cooperate with the Buyer Group during the 90-day period following the Closing Date with respect to transition matters as provided in the APA.
• Within 60 days after closing, the Buyer Group must deliver a proposed allocation of the Purchase Price and applicable Assumed Liabilities among the Acquired Assets. The Sellers will have 30 days to review and comment.
• Unresolved allocation disputes will be submitted to a mutually acceptable nationally recognized independent accounting firm, with its fees and expenses shared equally by the Buyer Group and Sellers.

Self-Executing Provisions and Recording

• The provisions authorizing the free and clear sale and transfer are self-executing; neither the Sellers nor the Buyer Group is required to execute or file releases, termination statements, assignments, consents, or other instruments to implement the order. Nothing in the order, however, authorizes the release, termination, satisfaction, or discharge of any lien or security interest held by Wayne Bank except as expressly authorized in writing by Wayne Bank or as otherwise provided in the applicable loan documents.
• If any party that has filed financing statements, mortgages, mechanics' liens, lis pendens, or other documents evidencing an Encumbrance against the Acquired Assets fails to deliver termination statements, releases, or instruments of satisfaction in proper form at or before Closing, the Buyer Group is authorized to execute and file such instruments on that party's behalf, and a certified copy of the order may be filed with any recording office as conclusive evidence of the release of all such Encumbrances.
• The order binds and governs the acts of all filing agents, filing officers, title agents, title companies, recorders of mortgages and deeds, registrars of deeds, administrative agencies, secretaries of state, and federal, state, and local officials required to accept, file, register, record, or release documents, or to report or insure title in the Acquired Assets. A certified copy of the order filed with the appropriate clerk or recording office constitutes conclusive evidence of the free and clear transfer.

Binding Effect, Survival, and Conflicts

• The order binds the Sellers, all of their creditors, holders of Encumbrances on the Acquired Assets, all non-debtor counterparties to the Assumed Contracts, all other parties in interest and their successors and assigns (whether or not served with notice of the Sale Hearing), and any trustees, examiners, estate representatives, or other fiduciaries subsequently appointed in the Sellers' chapter 11 cases or upon conversion to chapter 7. It inures to the benefit of the Buyer Group, the Seller Note Holder, the Buyer Released Parties, and their respective successors, assigns, and designees.
• The order's terms survive entry of any subsequent order confirming a chapter 11 plan (including a liquidating plan that implements, ratifies, or incorporates the Transactions), converting the cases to chapter 7, dismissing the cases, or effecting abstention, and continue in full force and effect notwithstanding any such order.
• The order governs and controls over any conflicting provision of the APA and over any inconsistency with any other order entered in the cases, provided that nothing in the order amends, impairs, limits, or supersedes any lien, claim, priority, protection, right, or remedy granted to Wayne Bank under any prior order of the court, except as expressly set forth in the order and agreed to by Wayne Bank.

Notice and Objections

• Proper, timely, adequate, and sufficient notice of the Private Sale Notice, the APA, and the Sale Hearing (if any) was provided to all parties entitled to notice in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules to (i) counsel to the Buyer Group, (ii) counsel to Wayne Bank, (iii) counsel to Mizzen Capital, LP, (iv) counsel to Camping Management Corporation, (v) the U.S. Trustee, (vi) all creditors and parties in interest, (vii) all parties asserting liens on the Acquired Assets, (viii) all non-debtor counterparties to the Assumed Contracts, and (ix) all applicable governmental and taxing authorities. No further notice is required.
• The seven-day objection deadline of July 31, 2026 expired with no objections filed, or with all objections resolved, withdrawn, or overruled.

Waiver of Stay and Closing Deadline

• Good cause having been shown, the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived, and the order is effective and enforceable immediately upon entry. The court found prompt consummation necessary to preserve the going-concern value of the Sellers.
• The Sellers and the Buyer Group are authorized to close the Transactions immediately upon satisfaction of the closing conditions set forth in the APA, but in no event later than the Outside Date — 21 days from the Effective Date of the APA.

Other Material Terms

• The Acquired Assets are being sold on an "AS IS, WHERE IS" basis, with all faults, subject only to the representations and warranties expressly set forth in the APA.
• The APA is governed by Pennsylvania law and, where applicable, the Bankruptcy Code.

Jurisdiction

• The court has jurisdiction under 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference of the U.S. District Court for the District of New Jersey; this is a core proceeding under 28 U.S.C. § 157(b)(2), and venue is proper under 28 U.S.C. §§ 1408 and 1409.
• The statutory predicates for the relief are sections 105(a), 363(b), 363(f), 363(k), 363(m), 365, and 1146(a) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 9014, and 9019, and the Local Rules of the U.S. Bankruptcy Court for the District of New Jersey.
• The court retains exclusive jurisdiction to enforce and implement the order and the APA (including all amendments, waivers, and consents), resolve disputes arising in connection with the order, the APA, or the Transactions, interpret and enforce the order's provisions, adjudicate claims or disputes regarding the Cure Amounts, protect the Buyer Group, the Seller Note Holder, the Buyer Released Parties, and their successors, assigns, and designees against any Encumbrances, claims, causes of action, or liabilities released, discharged, enjoined, or otherwise addressed by the order, and enter such further orders as may be necessary or appropriate.

Key Dates

• Petition Dates: June 4 and June 5, 2026
• Bidding Procedures Order Entered: June 26, 2026 [Docket No. 298]
• Buyer Group Nonbinding Expression of Interest: On or about July 8, 2026
• APA Dated: July 24, 2026
• Private Sale Notice Filed: July 24, 2026 [Docket No. 601]
• Objection Deadline: July 31, 2026 (7 days after the Private Sale Notice)
• Sale Order Entered: Aug. 4, 2026 [Docket No. 788]
• Outside Date for Closing: 21 days from the Effective Date of the APA
• Post-Closing Transition Cooperation Period: 90 days following the Closing Date

Blue Star Camps Sale Summary (Sale Order Entered)

Overview

• On August 13, 2026, the Court entered an order [Docket No. 853] approving the APA between New Blue Star Opco, LLC and the Bluestar Debtors and authorizing the sale of substantially all assets associated with Blue Star Camps free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• New Blue Star Opco, LLC was identified as the Successful Bidder in the Notice of Successful Bidders [Docket No. 789] filed August 4, 2026, with a Sale Objection Deadline of August 6, 2026. The Sale Hearing was held August 10, 2026.
• Blue Star Camps sits in the HomeTrust Bank collateral pool, separate from the Mishmeret and Bank of New Hampshire pools that account for the balance of the portfolio.

Parties Involved

• Sellers: Bluestar Opco LLC and Bluestar Landco LLC.
• Buyer: New Blue Star Opco, LLC, a North Carolina limited liability company. Buyer's counsel: Tarter Krinsky & Drogin LLP (Rocco A. Cavaliere).
• Seth Herschthal and Lauren Popkin Herschthal are the equity owners of the Buyer and are the current camp directors and operators of Blue Star Camps. The transaction is accordingly a sale to the existing operators.

Purchase Price

• The aggregate Purchase Price of $15,030,000 is comprised of:
  • $13,650,000 in cash (the "Cash Payment");
  • Approximately $380,000 in assumed prepetition trade payables, subject to defenses;
  • A $1,000,000 credit representing the waiver by Seth Herschthal (under an employment agreement dated November 9, 2012) and Lauren Popkin Herschthal (under an employment agreement dated February 2012) of their contractual right to each receive fifteen percent (15%) of the net proceeds of a sale of the camp;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The $15,030,000 figure corresponds to the Successful Bid value recorded in the Notice of Successful Bidders [Docket No. 789].

Deposit

• Deposit of $1,365,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.

Assets Being Sold

• Substantially all of the Sellers' assets, rights, and properties relating to or used or held for use in connection with the Camp Business, free and clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities.
• Owned Real Property in Hendersonville, North Carolina:
  • 89 and 179 Blue Star Way, Hendersonville, NC (Tax PIN 9545371279);
  • 927 Crab Creek Road, Hendersonville, NC (Tax PIN 9546026874); and
  • 951 Crab Creek Road, Hendersonville, NC (Tax PIN 9546110101).

Holders of Encumbrances

• HomeTrust Bank, as DIP lender under the Final DIP Order [Docket No. 787], and the U.S. Small Business Administration.
• The injunction provisions of the Sale Order apply specifically to HomeTrust Bank and the U.S. Small Business Administration with respect to any liens, claims, or interests they may assert against the Acquired Assets.

Assumed Contracts and Cure Amounts

• The Assumed Contract List comprises 28 contracts, including, among others: Camp Kesem (cure amount $82,424); Tastebuds Food Service ($50,000); Miller's Laundry ($49,762); Heads Up AVL ($46,981); Willscot ($12,993); American Airlines ($8,118); Bryan Easler Toyota ($7,588); Morris Business Solutions ($662); Xerox ($523); Parks Chevrolet ($444); and Boomers Boca Raton ($275).
• The Assumed Contract List also includes the employment agreements with Seth Herschthal and Lauren Popkin as Camp Directors.

Closing Deliverables and Employment Agreement Terminations

• The Sellers' closing deliverables include terminations of the Seth Herschthal and Lauren Popkin Herschthal employment agreements, together with full releases and express waivers of any claim to sale proceeds under those agreements. These terminations implement the $1,000,000 credit component of the Purchase Price.

Transfer Taxes

• Transfer Taxes are borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• Sale Order Entered: August 13, 2026 [Docket No. 853]
• Outside Date: September 3, 2026

Mohawk Day Camp and Mohawk Country Day School Sale Summary (Sale Order Entered)

Overview

• On August 14, 2026, the Court entered an order [Docket No. 860] approving the APA between FW CampCo LLC and the Mohawk Debtors and authorizing the sale of substantially all assets associated with Mohawk Day Camp and Mohawk Country Day School free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• This is the largest transaction in the SIMAD cases by a substantial margin, representing roughly one-third of the aggregate auction consideration across the portfolio.
• This section supersedes the prior Mohawk Day Camp stalking horse designation summary in its entirety. The stalking horse designation [Docket No. 465, filed July 15, 2026] named Grandview Ventures Group, LLC (David Zaslav, Manager) as Stalking Horse Bidder at $68,000,000 in cash with a $6,800,000 deposit and bid protections of $2,040,000 (3% break-up fee) and $680,000 (1% expense reimbursement). Grandview was not the Successful Bidder, and none of those terms carried into the entered Sale Order.

Parties Involved

• Sellers: MohawkCampCo LLC, Mohawkland LLC, and Mohawk Country Day School, Inc., each acting through Asaf Ravid, Chief Restructuring Officer.
• Buyer: FW CampCo LLC, a Delaware limited liability company, by David Light, President, c/o FitzWalter Capital (US) LLC. Buyer's counsel: Sidley Austin LLP.
• The Notice of Successful Bidders [Docket No. 789] identifies the Successful Bidder as FitzWalter Capital Partners (AIV) II LP; the related Sale Notice identifies FitzWalter Capital Partners (AIV) II LLP. FW CampCo LLC is the contracting counterparty under the APA and the entity named in the Sale Order.
• A Confidentiality Agreement dated July 14, 2026 was entered into between FitzWalter Capital (US) LLC and SIMAD Holdings Ltd.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $120,750,000 in cash, less the amount of any Cure Amounts exceeding $25,000;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The cash figure matches the Successful Bid value recorded in the Notice of Successful Bidders [Docket No. 789].

Deposit

• Deposit of $24,600,000, pre-funded before execution of the APA, held by the Escrow Agent, Flagstar Bank. The deposit is materially in excess of the ten percent benchmark otherwise applicable under the Bidding Procedures.

Assets Being Sold

• Substantially all of the Sellers' assets, rights, and properties relating to or used or held for use in connection with the Camp Business and the School Business, free and clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities.
• Owned Real Property:
  • 200 Old Tarrytown Road, White Plains, New York 10603 (Town of Greenburgh, Westchester County), consisting of two contiguous parcels totaling approximately 38.77 acres owned in fee simple by Mohawkland LLC (Lots 23 and 24); and
  • 26 Winnetou Road, White Plains, New York 10603, also owned by Mohawkland LLC.

Holders of Encumbrances

• Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as Trustee for the Series A Bondholders; the DIP Lenders (Klirmark Opportunity Fund IV LP and the Series A bondholders); the Prepetition Secured Parties; the U.S. Small Business Administration; and the MCA funders.

Transition Services Agreement — Mohawk Country Day School

• The Transaction requires a Transition Services Agreement with respect to Mohawk Country Day School. Under the TSA, the school continues to operate until the Buyer Licensure Date — the date on which the Buyer has obtained all governmental approvals necessary to own and operate the school in the same scope as presently conducted.
• The Buyer bears all costs of the school's operation during the Transition Period.
• During the Transition Period, the Sellers must maintain all governmental approvals necessary to the school's operation and may not seek dismissal or conversion of the chapter 11 cases, or pursue a plan, in any manner that would impair the school's continued operation.

Assumed Contracts and Permits

• All Assumed Contracts carry a Cure Amount of $0. The Assumed Contract List includes camper and student registration agreements; an animal lease with Pied Piper Pony Rides; an equine lease with Pond Hill Ranch; bus and transportation agreements with Super Wheels, Selby Bus VIII, Royal Coach Lines, and Suffolk Transportation Service; six Avis vehicle rental agreements; a solid waste agreement with City Carting & Recycling LLC; and an agreement with H&H Purchasing Services.
• Material permits and approvals include: the Westchester County Department of Health children's camp permit No. 59-0125-YK (expiring August 20, 2026); food service permit No. 01-U291-B held by FLIK International Corp.; New York State Department of Labor amusement device permits C-1661 (Vertical Reality Ride) and C-1662 (Delta Climber), each expiring July 1, 2027; and the New York State Education Department license for Mohawk Country Day School, operating under a Regents provisional charter granted September 24, 1965, made absolute January 29, 1969, with a name change effective February 8, 2011, authorizing instruction from nursery through grade 6.

Transfer Taxes and Allocation

• Transfer Taxes are borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers.
• Within 75 days after the Closing Date, the Buyer shall prepare and deliver to the Sellers a schedule allocating the Purchase Price among the Acquired Assets. The Sellers shall have 30 days to review.

Governing Law

• The APA is governed by Delaware law, with exclusive jurisdiction in the Delaware Court of Chancery if the Bankruptcy Court lacks or declines jurisdiction. This is the only camp transaction in the portfolio governed by Delaware law; the balance are governed by New Jersey law, other than Pine Forest (Pennsylvania).

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• Sale Order Entry Deadline (Buyer termination right): August 11, 2026
• APA Effective Date: August 13, 2026
• Sale Order Entered: August 14, 2026 [Docket No. 860]
• Inside Date: 35 days after the August 13, 2026 Effective Date (Closing may not occur earlier without the Buyer's consent)
• Outside Date: 60 days after the August 13, 2026 Effective Date, extendable by mutual written agreement

Island Lake Camp Sale Summary (Sale Order Entered)

Overview

• On August 14, 2026, the Court entered an order [Docket No. 865] approving the APA between CMAO, LLC and the Island Lake Debtors and authorizing the sale of substantially all assets associated with Island Lake Camp free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• This section supersedes the prior Island Lake Camp stalking horse summary. CMAO, LLC remains the buyer, but as Successful Bidder at auction rather than as Stalking Horse Bidder. The cash consideration increased from the $10,000,000 stalking horse bid to $13,000,000, and as Successful Bidder CMAO forfeits the bid protections previously contemplated — the $300,000 break-up fee, the $100,000 expense reimbursement, and the $350,000 minimum overbid requirement are all retired.

Parties Involved

• Sellers: Island Lake Landco LLC and Island Lake Campco LLC.
• Buyer: CMAO, LLC, a Pennsylvania limited liability company, by Craig Odiorne, authorized member. Buyer's counsel: Royer Cooper Cohen Braunfeld LLC (Neil A. Cooper and Marc Skapof).
• Designee for the real property: CMAO Land Co., LLC, a Pennsylvania limited liability company and affiliate of the Buyer.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $13,000,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $1,300,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.

Real Property

• Owned Real Property: 50 Island Lake Road, Starrucca, Pennsylvania 18462.
• Leased Real Property: a lease with Scott Township, Wayne County, Pennsylvania dated April 8, 2024, granting seasonal exclusive use of a portion of Island Lake Road during June, July, and August.
• Permitted Exceptions per First American Title Commitment No. NCS-1312966-PHIL include the Hess Corp. oil and gas leases (deriving from Sports & Arts Center at Island Lake, Inc., MBR Land Development, and ILC Holding), riparian and littoral boundary claims relating to Island Lake, matters of mobile home or manufactured housing status, and the items listed in Schedule B Part II of the commitment.

Holders of Encumbrances and Section 363(f) Bases

• Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as Trustee for the Series A Bondholders; the DIP Lenders; and the Prepetition Secured Parties. These parties consented, satisfying section 363(f)(2).
• Sports & Arts Center at Island Lake, Inc., the prior owner, holds a replacement lien granted as adequate protection under paragraph 37 of the Final DIP Order [Docket No. 552], junior to the New Money DIP and senior to the Roll-Up DIP only if Sports & Arts holds a valid, perfected, and prior lien. That lien is satisfied by the Purchase Price and attaches solely to the sale proceeds, with disputed amounts held in escrow pursuant to paragraph 37(g) pending resolution. The Court found section 363(f)(3) satisfied because the Purchase Price exceeds the aggregate value of the liens, and section 363(f)(4) satisfied because a bona fide dispute exists as to the validity and priority of the Sports & Arts lien. Section 363(f)(5) applies as to all other interests.
• No secured creditor, including Sports & Arts, exercised a credit bid with respect to this Transaction. Credit bid rights are waived solely as to this Transaction; rights with respect to other assets are unaffected.
• Upon Closing, the DIP Agent, the DIP Lenders, the Prepetition Trustee, and the Prepetition Secured Parties are deemed to have released their interests in the Acquired Assets.
• Specific encumbrances released include the Mishmeret mortgage dated December 31, 2025 and recorded January 21, 2026 at Record Book 6581, Page 242; the Assignment of Leases and Rents recorded February 17, 2026 at Record Book 6581, Page 296; and the UCC-1 financing statement filed February 17, 2026 at Record Book 6585, Page 267.

Cash Ring-Fence Covenant

• Prior to Closing, the Sellers may not use, transfer, or sweep cash of the Camp Business — including customer deposits, Prepaid Amounts, and tuition — for any purpose other than ordinary course Camp Business expenses, and may not apply such cash for the benefit of any other Seller affiliate, camp, or estate, without the Buyer's prior written consent.

Prepaid Amounts

• The Sellers were required to deliver a schedule of Prepaid Amounts, including 2027 Camp Season deposits, at least two business days prior to the Sale Hearing. At Closing, the Prepaid Amounts are transferred to the Buyer either as cash or as a dollar-for-dollar credit against the Cash Payment.

Assumed Permits

• Pennsylvania Department of Agriculture Retail Food Facility License; Pennsylvania Department of Environmental Protection Storage Tank Registration; CLIA clinical laboratory permit; and American Camp Association accreditation.
• The APA includes the disclosure required under the Pennsylvania Sewage Facilities Act.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• Sale Order Entry Deadline (Buyer termination right): August 11, 2026
• APA Dated: August 14, 2026
• Sale Order Entered: August 14, 2026 [Docket No. 865]
• Closing: three business days after satisfaction of the closing conditions and the conclusion of the 2026 Camp Season; in no event while the 2026 Camp Season is in session
• Outside Date: September 15, 2026

Country Roads Day Camp and Yellow Duck Preparatory School Sale Summary (Sale Order Entered)

Overview

• On August 17, 2026, the Court entered an order [Docket No. 877] approving the APA between the Jewish Community Center of Greater Monmouth County and the Country Roads Debtors and authorizing the sale of substantially all assets associated with Country Roads Day Camp and the Yellow Duck Preparatory School free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• The transaction covers two distinct operating businesses at a single site: the Camp Business and the School Business (Yellow Duck Preparatory School, a pre-school).

Parties Involved

• Sellers: Country Roads Landco LLC and Country Roads Operatingco LLC.
• Buyer: Jewish Community Center of Greater Monmouth County, a New Jersey nonprofit corporation, by Donald M. Epstein, President. Buyer's counsel: Chiesa Shahinian & Giantomasi PC.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $14,500,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $1,450,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.

Real Property

• 139 Pinebrook Road, Englishtown, New Jersey, owned in fee by the Sellers.

Holders of Encumbrances

• Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as Trustee for the Series A Bondholders; the DIP Lenders (Klirmark Opportunity Fund IV LP and the Series A bondholders); the Prepetition Secured Parties; and the U.S. Small Business Administration.

Interim Operating Covenants — Camp and School

• The interim operating covenants run to both the Camp Business and the School Business. In addition to the customary camp operating and re-enrollment covenants, the Sellers must use commercially reasonable efforts with respect to re-enrollment of School Children for both the 2026–27 and 2027–28 school years.

Transfer Taxes

• Transfer Taxes are borne by the Sellers. The transfer is treated as exempt from the New Jersey mansion tax and from the graduated percent fee.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 14, 2026
• Sale Order Entered: August 17, 2026 [Docket No. 877]
• Outside Date: September 10, 2026

New England Golf and Tennis Camp / Belgrade Lakes Sale Summary (Sale Order Entered)

Overview

• On August 18, 2026, the Court entered an order [Docket No. 888] approving the APA between Bank of New Hampshire and Belgrade Lakes Summer Camps LLC and authorizing the sale of substantially all assets associated with the New England Golf and Tennis Camp free and clear of all liens, claims, and encumbrances under sections 363(f) and 363(k), and granting related relief.
• The Transaction is a credit bid by the prepetition and DIP lender. Bank of New Hampshire filed a Credit Bid Notice on July 24, 2026 [Docket No. 588] reserving its credit bid rights generally.
• The Buyer does not intend to operate the property as a summer camp following the Closing.

Parties Involved

• Seller: Belgrade Lakes Summer Camps LLC, a Maine limited liability company.
• Buyer: Bank of New Hampshire (or its designee), a New Hampshire banking institution, in its capacity as prepetition lender and as DIP lender under the Final DIP Order [Docket No. 547]. Buyer's counsel: Mintz Levin.

Purchase Price

• A credit bid of $2,000,000, applied in partial satisfaction of prepetition obligations of not less than $29,110,292.91. The credit bid does not reduce the DIP Obligations.
• No cash deposit is required, the consideration being a credit bid.
• The Buyer expressly reserves its deficiency rights against the remaining Prepetition Loan Parties.

Prepetition Loan Structure

• The prepetition facilities comprise a $27,000,000 loan under a Loan Agreement dated December 14, 2021 and a $6,000,000 loan under a Loan Agreement dated July 21, 2023.
• Prepetition Borrowers include Belgrade Lakes Summer Camps LLC, Iafalandco, Poland Landco, Washington Lake, Waukeela Landco, Wekeeland, and WM Land.
• Guarantors include Camp Med-O-Lark, Iafaoperatingco, Mainewekeelaco, Poland Campco, Waukeela Operatingco, and WM Camp.

Real Property

• 35 and 54 Golf Academy Drive, Belgrade, Kennebec County, Maine, owned in fee.

Holders of Encumbrances

• Newtek Business Solutions Holdco 6 Inc. is the lienholder named in the Sale Order, and the injunction provisions specifically name Newtek.

Transfer Taxes

• Transfer Taxes are borne by the Buyer. The parties seek the foreclosure exemption under 36 M.R.S.A. § 4641-C, and the taxable consideration is treated as the $2,000,000 credit bid rather than fair market value.

Key Dates

• Credit Bid Notice Filed: July 24, 2026 [Docket No. 588]
• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 14, 2026
• Sale Order Entered: August 18, 2026 [Docket No. 888]
• Outside Date: August 31, 2026

Camp Green Lane Sale Summary (Sale Order Entered)

Overview

• On August 20, 2026, the Court entered an order [Docket No. 897] approving the APA between Camp Green Lane, LLC and the Green Lane Debtors and authorizing the sale of substantially all assets associated with Camp Green Lane free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.

Parties Involved

• Sellers: Green Lane Operatingco LLC and Green Lane Landco LLC.
• Buyer: Camp Green Lane, LLC, a Delaware limited liability company, by Jay Freedman, Manager. Buyer's counsel: Cozen O'Connor.
• Jay Freedman and Adam Weiner, together with their respective spouses, heirs, and affiliates, are expressly carved out of the definition of Excluded Claims.
• SSG Capital Advisors, LLC is disclosed as broker at Schedule 4.07 of the APA.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $8,000,018.00 in cash per the APA; the Sale Order states $8,000,018.18. The Notice of Successful Bidders [Docket No. 789] records the Successful Bid value as $8,000,018. The eighteen-cent discrepancy between the APA and the Sale Order should be reconciled against the closing documents;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.

Real Property

• 249 Camp Green Lane Road, Green Lane, Pennsylvania 18054, Montgomery County (Tax Parcel No. 44-00-00715-00-6).
• The APA includes the disclosure required under the Pennsylvania Sewage Facilities Act.

Enhanced Capital Escrow and Adequate Protection

• Enhanced Capital Pennsylvania Rural Fund, LLC holds a Mortgage, Assignment of Leases, and Security Agreement dated January 31, 2022, granted by Green Lane Landco LLC.
• $3,000,000 of the sale proceeds is to be placed in escrow as adequate protection pending a determination by the Court of the validity, extent, and priority of the Enhanced Capital lien and pending plan confirmation.
• Enhanced Capital is granted a replacement lien on BAHS Holdings LLC and Green Lane Landco LLC, and a superpriority administrative expense claim under section 507(b) to the extent the escrow and replacement liens prove insufficient. This mirrors the structure adopted in the Camp Chen-A-Wanda Sale Order.

Buyer Designee and Pennsylvania Realty Transfer Tax

• The Buyer is entering into the APA for the benefit of a yet-to-be-formed affiliate that will acquire the Owned Real Property. The assignment to that affiliate is treated as a novation under Pennsylvania Department of Revenue Realty Transfer Tax Bulletin 2008-01, Scenario 3(b).

Assumed Contracts and Cure Amounts

• The Assumed Contract List comprises 75 contracts, all with listed Cure Amounts of $0. It includes the Camp Green Lane Profit Sharing & Employees Savings 401(k) Plan; short-term facility leases to schools, universities, and community organizations for off-season use; and the camp's vendor, service, equipment, and software agreements.

Closing Extension for Carry Costs

• The Buyer may extend the Outside Date by up to 20 days upon notice given by September 10, 2026. During any such extension, the Buyer funds the camp operating shortfall (the Carry Costs) at cost.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 19, 2026
• Sale Order Entered: August 20, 2026 [Docket No. 897]
• Outside Date: September 10, 2026, subject to the Buyer's 20-day extension right on notice given by September 10, 2026

Eagle's Landing Day Camp Sale Summary (Sale Order Entered)

Overview

• On August 25, 2026, the Court entered an order [Docket No. 935] approving the APA between Mario Del Cueto and the Eagle's Landing Debtors and authorizing the sale of substantially all assets associated with Eagle's Landing Day Camp free and clear of all liens, claims, and encumbrances under section 363(f), and granting related relief. A corrected order was entered the same day at Docket No. 936.

Parties Involved

• Sellers: Eagle's Landing Day Camp LLC and Mill Road Landco LLC.
• Buyer: Mario Del Cueto, an individual (or his permitted assigns).

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $5,200,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $520,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.

Carry Period

• The Buyer funds the camp operating shortfall arising from September 11, 2026 through the Closing. Prorations are calculated as of September 11, 2026.

Real Property

• 74 Davidson Mill Road, South Brunswick Township, Middlesex County, New Jersey (Block 29.03, Lot 18.011).

Holders of Encumbrances

• Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as Trustee for the Series A Bondholders; the Prepetition Secured Parties; and the U.S. Small Business Administration.
• Three specific Mishmeret instruments against Mill Road Landco LLC are released:
  • Mortgage, Assignment of Rents, and Security Agreement dated December 31, 2025, recorded January 23, 2026 with the Middlesex County Clerk at Book 19931, Page 857;
  • Assignment of Leases and Rents dated December 31, 2025, recorded January 23, 2026 at Book 19931, Page 891; and
  • UCC-1 Financing Statement naming Mill Road Landco LLC as debtor and Mishmeret as secured party, filed February 18, 2026 at Book 19952, Page 861, Instrument No. 2026010372.

Assumed Contracts

• The Assumed Contract List was blank at signing. The designation period runs to the earlier of confirmation of a plan and 30 days after the Closing.

Material Permits

• New Jersey Youth Camp License (Certificate No. 26-0027637); New Jersey Day Camp License; food handling and pool operator certifications; four South Brunswick Health Department pool licenses; New Jersey Department of Environmental Protection NJPDES No. NJG0202975; New Jersey Department of Community Affairs inflatable slide permit I-17186; and a host liquor license.

Transfer Taxes

• Transfer Taxes are borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers.

Document Conflict

• The bill of sale attached at Exhibit A dates the APA August 14, 2026 and identifies the transferee as "as assignee of Mario Del Cueto." The executed APA and the sale notice date the agreement August 24, 2026 and identify Mario Del Cueto himself as the Buyer. The discrepancy should be reconciled against the closing documents.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 24, 2026
• Sale Orders Entered: August 25, 2026 [Docket No. 935; corrected order at Docket No. 936]
• Carry Period Commencement and Proration Date: September 11, 2026
• Outside Date: September 15, 2026

Camp Lavi Sale Summary (Sale Order Entered)

Overview

• On August 28, 2026, the Court entered an order [Docket No. 967] approving the APA between Ohel Children's Home and Family Services, Inc. and the Lavi Debtors and authorizing the sale of substantially all assets associated with Camp Lavi free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• Camp Lavi was the one camp for which the SIMAD Debtors were still analyzing Qualified Bids at the time the Notice of Successful Bidders [Docket No. 789] was filed. The Supplemental Notice of Successful Bidder [Docket No. 800], filed August 5, 2026, identified Ohel as the Successful Bidder, with a Sale Objection Deadline of August 7, 2026.

Parties Involved

• Sellers: Lavco LLC and Lavland LLC.
• Buyer: Ohel Children's Home and Family Services, Inc., a New York charitable corporation, by David Mandel, Chief Executive Officer. Buyer's counsel: Akabas & Sproule.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $8,750,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $875,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.
• The Buyer has a one-time right to adjourn the Closing by up to ten business days with the Sellers' consent, in which case the Buyer bears the carry costs for the adjournment period.

Real Property

• 2656 Upper Woods Road (State Route 4007), Lakewood, Pennsylvania, Wayne County (Tax ID / Parcel No. 03-0-0173-0002, Control No. 001692).

Holders of Encumbrances

• Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as Trustee for the Series A Bondholders; the DIP Lenders (Klirmark Opportunity Fund IV LP and the Series A bondholders); the Prepetition Secured Parties; the U.S. Small Business Administration; and the MCA funders.

Excluded Assets

• The employment agreement of Sean Steinmetz dated September 1, 2019 with Lavco LLC is an Excluded Asset.
• Accounts receivable and all deposits, including 2027 Camp Season deposits, are Excluded Assets. This treatment differs from the pattern in most of the other camp transactions, where camper deposits transfer to the buyer.
• The Buyer does not intend to continue the 2026 Camp Season under the existing brand.

Assumed Contracts

• Schedule 2.10(a) lists no Assumed Contracts as filed. The designation period runs to the earlier of confirmation of a plan and 30 days after the Closing.

Permit Cooperation

• For 30 days following the Effective Date, the Sellers must assist the Buyer with the transfer or reissuance of Pennsylvania Department of Health children's camp, food service, and swimming pool permits, and with water, septic, and dam registrations.

Key Dates

• Supplemental Notice of Successful Bidder Filed: August 5, 2026 [Docket No. 800]
• Sale Objection Deadline: August 7, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 27, 2026
• Sale Order Entered: August 28, 2026 [Docket No. 967]
• Sale Order Entry Deadline (Buyer termination right): September 4, 2026
• Outside Date: September 10, 2026

Camp Waukeela Sale Summary (Sale Order Entered)

Overview

• On August 28, 2026, the Court entered an order [Docket No. 968] approving the APA between Andrew Shlensky and the Waukeela Debtors and authorizing the sale of substantially all assets associated with Camp Waukeela free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.

Parties Involved

• Sellers: Waukeela Landco LLC and Waukeela Operatingco LLC.
• Buyer: Andrew Shlensky, an individual (or his permitted assigns). Buyer's counsel: Neal, Gerber & Eisenberg LLP.

Consultation Parties

• Bank of New Hampshire and the Official Committee of Unsecured Creditors. This is narrower than the Mishmeret-plus-Committee pattern applicable to the camps in the Mishmeret collateral pool, reflecting that Waukeela sits in the Bank of New Hampshire pool.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $1,200,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Sale Order imposes no deposit requirement. The APA had required a deposit of ten percent (10%) of the Cash Payment, or $120,000. The divergence should be confirmed against the closing documents.

Real Property

• 25 Brownfield Road, Eaton, New Hampshire 03832.

Holders of Encumbrances and DIP Payoff

• Bank of New Hampshire, in its capacities as prepetition lender and as DIP lender under the Final DIP Order [Docket No. 547]. The sale is free and clear of Bank of New Hampshire's interests.
• At Closing, the Debtors distribute the net proceeds to Bank of New Hampshire in repayment of the DIP Payoff Amount, calculated per a payoff letter to be delivered at least five business days before the anticipated Closing.
• No distribution is made on account of the Roll-Up DIP Loans pending the outcome of any Challenge.

Assumed Permits and Contracts

• Assumed Permits include a USDA Forest Service Special Use Permit expiring December 31, 2033, and the New Hampshire State Operating License for Youth Residential Camps. The assumed d/b/a names are Camp Waukeela and Waukeela Camp for Girls.
• The Assumed Contract List comprises agreements with The Camp Spot and the USDA Forest Service.

Pre-Closing Covenant

• Prior to Closing, the Sellers may not make cash distributions to members, equity holders, or managers, and may use cash only in the ordinary course of the Camp Business.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 26, 2026
• Sale Order Entered: August 28, 2026 [Docket No. 968]
• Outside Date: September 10, 2026

SHMA Camps — Camp Sternberg, Camp Avraham Heller, and Camp Mogen Avraham Sale Summary (Sale Order Entered)

Overview

• On September 1, 2026, the Court entered an order [Docket No. 1046] approving the APA between SHMA LLC and the Mogenav Debtors and authorizing the sale of substantially all assets associated with Camp Sternberg, Camp Avraham Heller, and Camp Mogen Avraham free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• The Notice of Successful Bidders [Docket No. 789] records the Successful Bid under the heading Camp Mogen Avraham; the transaction covers all three camps.

Parties Involved

• Sellers: Mogenavco LLC and Mogenavland LLC.
• Buyer: SHMA LLC, a Delaware limited liability company, by Dov Perkal, Manager. Buyer's counsel: Dentons US LLP.
• Dov Perkal is expressly carved out of the definition of Excluded Claims.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $22,400,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $2,240,000, equal to ten percent (10%) of the Cash Payment, held by the Escrow Agent, Flagstar Bank.
• This is the second-largest cash transaction in the portfolio after Mohawk Day Camp.

Buyer Adjournment Right

• The Buyer may extend the Closing to a date no later than September 30, 2026 to obtain its title policy. During any such extension, the Buyer bears all camp ownership and operating costs first arising on or after September 11, 2026.

Real Property

• 169 Laymon Road, Swan Lake, New York (Section 16, Block 1, Lots 19, 20, and 35);
• 56 Ranger Road, Swan Lake, New York (Section 11, Block 1, Lot 20.3); and
• 97 Camp Utopia Road, Narrowsburg, New York (Section 7C, Block 1, Lots 1 and 2).

Scheduled Personal Property

• Watercraft: four jet skis and one boat exceeding 76 horsepower.
• Recreation assets: three waterslides, four zip lines, a ropes course, a climbing wall, a rock wall, two quad bungee trampolines, a Wibit water park, a trampoline park, and ten bounce house inflatables.
• Vehicles: nine UTVs and 33 ATVs, together with a scheduled rolling stock inventory.
• Operating assets: kitchen, landscaping, and office equipment; two lawn mowers; a tractor; and tools.

Assumed Contracts and Cure Amounts

• The Assumed Contract List comprises agreements with P.N. Fire and Burglar Alarm Co.; the Camper Agreement template; IXOM Watercare; CampMinder; H&H Purchasing Services LLC; and Thompson Sanitation Corp. Each carries a Cure Amount of $0.

DIP Proceeds and Challenge Rights

• Application of the sale proceeds is subject to paragraph 12(b) of the Final DIP Order [Docket No. 552]. Challenge rights are preserved, and proceeds are not applied to the Roll-Up DIP Loans pending resolution of any Challenge.

Prorations and Transfer Taxes

• Prorations are calculated as of the Closing Date. Expenses arising from and after September 11, 2026 are the Buyer's responsibility.
• Transfer Taxes are borne by the Buyer. Straddle-period taxes are allocated on a per-diem or closing-of-the-books basis.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 31, 2026
• Sale Order Entered: September 1, 2026 [Docket No. 1046]
• Buyer Cost Responsibility Commencement: September 11, 2026
• Outside Date: September 10, 2026, extendable; Buyer adjournment right extends the Closing to no later than September 30, 2026

Six-Camp Package Sale Summary — American Youth Camping Holdco LLC (Sale Orders Entered)

Overview

• On September 8, 2026, the Court entered six orders [Docket Nos. 1077, 1078, 1079, 1080, 1081, and 1082] approving six separate asset purchase agreements, each dated September 4, 2026, between American Youth Camping Holdco LLC and the applicable SIMAD Debtor sellers, and authorizing the sale of substantially all assets associated with Camp Med-O-Lark, Camp Echo, Indian Acres Camp for Boys & Forest Acres Camp for Girls, Camp Lokanda, Camp North Star, and Camp Wekeela free and clear of all liens, claims, and encumbrances under section 363(f), authorizing the assumption and assignment of certain executory contracts and unexpired leases under section 365, and granting related relief.
• The package aggregates $60,477,800 in cash consideration across six camps. Two of the six displaced previously designated stalking horse bidders: Camp Echo (Ohel Children's Home and Family Services, Inc.) and Camp Lokanda (18 Lions LLC).
• Procedural sequence: the Successful Bidder was identified in the Notice of Successful Bidders [Docket No. 789] filed August 4, 2026; the Court approved the sales at the Sale Hearing on August 10, 2026, subject to final agreement on the terms of the asset purchase agreements and sale orders; the definitive agreements were executed September 4, 2026; and the orders were entered September 8, 2026.
• Notices of the proposed asset purchase agreements and proposed sale orders were filed September 5, 2026 for Camp Med-O-Lark [Docket No. 1069], Camp North Star [Docket No. 1071], and Indian Acres / Forest Acres [Docket No. 1072], each attaching the executed APA as Exhibit A and the proposed sale order as Exhibit B.

Parties Involved

• Buyer for all six camps: American Youth Camping Holdco LLC. Buyer's counsel: Brown Rudnick LLP (Bennett S. Silverberg and Sharon Dwoskin).
• The Notice of Successful Bidders [Docket No. 789] and the running caption on page 2 of the Camp Lokanda order [Docket No. 1080] use the name "American Youth Camping, Inc." The operative text of each order and each executed APA uses American Youth Camping Holdco LLC, which controls.
• Supporting declarations: J. Scott Victor [Docket No. 825] and David Rosen [Docket No. 830].

Cross-Closing Condition

• Section 8.02(f) of each APA conditions closing on (i) the Sale Orders for all six camps — Camp Echo, Camp Lokanda, Camp North Star, Camp Wekeela, Indian Acres / Forest Acres, and Camp Med-O-Lark — having become Final Orders, and (ii) no termination of any of the six parallel asset purchase agreements. The six transactions therefore stand or fall together.

Shared Bid Deposit

• A single Bid Deposit is credited toward the Deposit obligation across all six camps, allocated among them at the Buyer's discretion. Each order provides for a Deposit equal to ten percent (10%) of the applicable Cash Payment, satisfied from the shared Bid Deposit.

Shared Terms

• Each APA is dated September 4, 2026; each order was entered September 8, 2026 before Chief Judge Gravelle.
• Statutory predicates: sections 105(a), 363(b), 363(f), 363(m), 365, and 1146(a) of the Bankruptcy Code. The 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived.
• The Buyer is not an insider of the Debtors within the meaning of section 101(31).
• No bid protections apply, the Buyer having been selected through the Auction rather than designated as a stalking horse.
• The Buyer may modify the Acquired Assets and Assumed Liabilities up to two business days prior to Closing, with no corresponding cash adjustment.
• Outside Date for all six camps: September 10, 2026, extendable by mutual written agreement.
• In the Camp Lokanda, Camp North Star, and Camp Wekeela asset purchase agreements, the Excluded Assets expressly do not include claims against individuals whose principal role is the day-to-day operation or management of a camp — camp directors, operators, and operational personnel. Claims against persons whose principal role is ownership, financing, or enterprise-level management of a Seller remain with the estates. The line is drawn by function rather than title. Whether the same carve-out appears in the Camp Echo, Indian Acres / Forest Acres, and Camp Med-O-Lark agreements should be confirmed; if so, it is a package-level term.

Camp Echo

• This subsection supersedes the prior Camp Echo stalking horse designation summary in its entirety. The stalking horse designation named Ohel Children's Home and Family Services, Inc. at $12,000,000 in cash with a $1,200,000 deposit, a 3% break-up fee, a 1% expense reimbursement, and a $250,000 minimum overbid. It also contained Ohel-specific terms — the rejection of the Jeffrey Grabow employment agreement dated October 4, 2013 and the lead-remediation cost-sharing arrangement capped at $500,000 with a $250,000 purchase price credit — none of which carried into the entered order.
• Sellers: SHAB Holdings LLC and Shab Operating Inc. Sale Order: Docket No. 1078, entered September 8, 2026.
• Cash: $16,700,000, plus assumption of the Assumed Liabilities. The Notice of Successful Bidders [Docket No. 789] records the Successful Bid value as $17,000,000; the executed APA and the entered order state $16,700,000, a reduction of $300,000 between the auction result and the definitive documentation. The order controls.
• Owned Real Property: 210 Echo Road, Burlingham, New York 12722. The prior stalking horse summary located the property in the Town of Mamakating, Sullivan County, and identified the parcels as Section 10, Block 1, Lots 50.1, 50.2, and 50.3, approximately 206 acres. Burlingham is within the Town of Mamakating; the master should carry one consistent form.
• Stormwater Holdback: $305,694.40 is escrowed from the Cash Payment at Closing, equal to twice the amount of the letter of credit or performance bond required under a Stormwater Management Facility Maintenance Declaration recorded February 2, 2021 as Instrument No. 2021-1131 against the Owned Real Property.
• Lienholders named: Mishmeret Trust Company Ltd. and Visions (the second name is truncated in the order as received and should be verified against the original).
• Allocation schedule due 60 days after the Closing Date.

Camp Lokanda

• This subsection supersedes the prior Camp Lokanda stalking horse summary in its entirety. The stalking horse designation named 18 Lions LLC at $18,150,000 in cash with a $1,815,000 deposit, a $544,500 break-up fee, a $181,500 expense reimbursement, a $450,000 minimum overbid, a July 21, 2026 objection deadline, and an Outside Date of 45 days after the Sale Order became a Final Order. None of those terms carried into the entered order.
• Seller: RDM Camps, LLC. Sale Order: Docket No. 1080, entered September 8, 2026.
• Cash: $19,327,800, plus assumption of the Assumed Liabilities, up from the $18,150,000 stalking horse bid. The figure matches the Notice of Successful Bidders [Docket No. 789].
• Owned Real Property: 432 Haring Road, Glen Spey, New York 12737.
• Lienholders named: Mishmeret Trust Company Ltd. and Visions (same truncation as in the Camp Echo order).

Camp North Star

• Sellers: Poland Landco LLC and Poland Campco LLC, d/b/a Camp North Star. Sale Order: Docket No. 1081, entered September 8, 2026. Notice of proposed APA and sale order: Docket No. 1071, filed September 5, 2026.
• Cash: $6,250,000, plus assumption of the Assumed Liabilities.
• Owned Real Property: 200 Verrill Road, Poland Spring, Maine 04274, Town of Poland, Androscoggin County. The property encompasses substantially all of the Worthley Pond shoreline.
• The Assumed Contracts include the intercompany lease dated July 21, 2015, as amended, under which Poland Landco LLC is lessor and Poland Campco LLC is lessee, with a Cure Amount of $12,865.
• Lienholder named: Bank of New Hampshire.

Indian Acres Camp for Boys & Forest Acres Camp for Girls

• Sellers: IAFALandco LLC and IAFAOperatingCo LLC. Sale Order: Docket No. 1079, entered September 8, 2026. Notice of proposed APA and sale order: Docket No. 1072, filed September 5, 2026.
• Cash: $6,000,000, plus assumption of the Assumed Liabilities.
• Owned Real Property: Indian Acres Camp, 1712 Main Street, Fryeburg, Maine 04037; and Forest Acres Camp, 54 Swans Falls Road, Fryeburg, Maine 04037.
• The Assumed Contracts comprise all camper applications, each with a Cure Amount of $0.
• Lienholder named: Bank of New Hampshire.

Camp Med-O-Lark

• Sellers: Camp Med-o-Lark, Inc. and Washington Lake, LLC. Sale Order: Docket No. 1077, entered September 8, 2026. Notice of proposed APA and sale order: Docket No. 1069, filed September 5, 2026.
• Cash: $2,300,000, plus assumption of the Assumed Liabilities.
• Owned Real Property: Camp Med-O-Lark, 82 Medolark Road, Washington, Maine 04574.
• Lienholder named: Bank of New Hampshire.

Camp Wekeela

• Sellers: Wekeeland LLC and Mainewekeelaco LLC. Sale Order: Docket No. 1082, entered September 8, 2026.
• Cash: $9,900,000, plus assumption of the Assumed Liabilities.
• Owned Real Property: Camp Wekeela, 1750 Bear Pond Road, Hartford, Maine.
• Lienholder named: Bank of New Hampshire.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• Notices of Proposed APAs and Sale Orders Filed: September 5, 2026 [Docket Nos. 1069, 1071, and 1072]
• APAs Executed: September 4, 2026
• Sale Orders Entered: September 8, 2026 [Docket Nos. 1077, 1078, 1079, 1080, 1081, and 1082]
• Outside Date (all six camps): September 10, 2026, extendable by mutual written agreement

Meadowbrook Country Day Camp Sale Summary (Proposed Sale Order; Entered Order Not Yet Obtained)

Overview

• On August 28, 2026, the SIMAD Debtors filed a Notice of Filing of Proposed Asset Purchase Agreement and Sale Order for Meadowbrook Operatingco, LLC and Meadowbrook Landco, LLC [Docket No. 1035], attaching the executed asset purchase agreement as Exhibit A and the proposed sale order as Exhibit B.
• Coleman Investments LLC was identified as the Successful Bidder in the Notice of Successful Bidders [Docket No. 789] filed August 4, 2026. The Court approved the sale at the hearing held August 10, 2026, subject to final agreement on the terms of the purchase agreement and proposed sale order. The asset purchase agreement was executed August 28, 2026.
• The entered sale order has not been obtained and is not reflected in this summary. The terms below are drawn from the executed APA and proposed order attached to Docket No. 1035.

Parties Involved

• Sellers: Meadowbrook Operatingco LLC and Meadowbrook Landco LLC.
• Buyer: Coleman Investments LLC. Buyer's counsel: Martin LLP.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $12,250,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit of $1,460,000, previously deposited with the Escrow Agent, Flagstar Bank, N.A., and held in an interest-bearing account. The deposit exceeds ten percent of the Cash Payment, which would be $1,225,000; the APA records it as an amount previously deposited rather than as a percentage calculation.
• At Closing, the Parties agree on an allocation of a portion of the Cash Payment to the Real Property for Transfer Tax purposes, binding for Transfer Tax purposes but not probative in determining the allocation of the Purchase Price under Section 2.09.

Business and Real Property

• The Camp Business comprises Meadowbrook Country Day Camp together with a related nursery school operated at the Camp real property throughout the year. The Camp Business also includes rental of the camp facilities outside the Camp Season.
• Owned Real Property: the Sellers' real property in Long Valley, New Jersey.

Acquired Assets

• The Acquired Assets include all deposits, including deposits in transit, camper deposits regardless of the person or entity providing them, and security deposits for rent, electricity, telephone, utilities, and health plans, together with other prepaid charges and expenses.
• Tangible Acquired Assets located at the Camp are deemed delivered upon delivery of the deeds to the Owned Real Property. Camper deposits are delivered separately.
• Section 4.10(c) of the Schedules lists all registered vehicles, boats, buses, vans, maintenance vehicles, and trailers included in the Acquired Assets, and identifies all Campers whose parents or other responsible persons have agreed to make deposits, together with all Camper deposits received, by Camper and amount.

Assumed Contracts

• The Assumed Contract List comprises the Insurance Proposal and Policy Overview between Brown & Brown and Meadowbrook Operatingco, LLC and Meadowbrook Landco, LLC. The listed Cure Amount is "N/A."

Holders of Encumbrances

• Mishmeret Trust Company Ltd. is identified among the Consultation Parties and notice parties under the proposed order.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 28, 2026
• Notice of Proposed APA and Sale Order Filed: August 28, 2026 [Docket No. 1035]
• Sale Order Entry Deadline (Buyer termination right): September 4, 2026
• Outside Date: September 10, 2026, extendable by mutual written agreement

Rolling Hills Country Day Camp Sale Summary (Proposed Sale Order; Entered Order Not Yet Obtained)

Overview

• On August 28, 2026, the SIMAD Debtors filed a Notice of Filing of Proposed Asset Purchase Agreement and Sale Order for Rolling Hills Landco, LLC and Rolling Hills Operatingco, LLC [Docket No. 1036], attaching the executed asset purchase agreement as Exhibit A and the proposed sale order as Exhibit B.
• YES Camps, LLC was identified as the Successful Bidder in the Notice of Successful Bidders [Docket No. 789] filed August 4, 2026. The Court approved the sale at the hearing held August 10, 2026, subject to final agreement on the terms of the purchase agreement and proposed sale order. The asset purchase agreement was executed August 24, 2026.
• The entered sale order has not been obtained and is not reflected in this summary. This is the second-largest cash transaction in the portfolio after Mohawk Day Camp.
• YES Camps, LLC is also the Successful Bidder for Banner Day Camp at $30,000,000, making it the successful bidder on two of the three largest cash transactions in the case.

Parties Involved

• Sellers: Rolling Hills Landco LLC and Rolling Hills Operatingco LLC, each a New Jersey limited liability company.
• Buyer: YES Camps, LLC, a Delaware limited liability company. Buyer's counsel: Davis Graham & Stubbs LLP, 3400 Walnut Street, Denver.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $28,500,000 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• Deposit equal to ten percent (10%) of the Cash Payment, deposited simultaneously with execution of the APA and held by the Escrow Agent in an interest-bearing account pursuant to an escrow agreement in form and substance reasonably acceptable to the Buyer and the Sellers.
• Escrow Agent: Flagstar Bank, N.A., 1400 Broadway, 25th Floor, New York, New York 10018.

Real Property

• Owned Real Property, commonly known as 14 Dittmar Drive, Freehold, New Jersey 07728.

Holders of Encumbrances

• Mishmeret Trust Company Ltd. is identified among the Consultation Parties and notice parties under the proposed order.

Document Conflict

• The notice and the APA cover page date the agreement August 24, 2026. The bill of sale attached as an exhibit references an Asset Purchase Agreement dated as of August 14, 2026. The discrepancy should be reconciled against the closing documents.

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• APA Executed: August 24, 2026
• Notice of Proposed APA and Sale Order Filed: August 28, 2026 [Docket No. 1036]
• Outside Date: September 10, 2026, extendable by mutual written agreement

Club Getaway Sale Summary (Proposed Sale Order; Entered Order Not Yet Obtained)

Overview

• On September 21, 2026, the SIMAD Debtors filed a Notice of Filing of Proposed Asset Purchase Agreement and Sale Order for Club Getaway Operatingco, LLC and Club Getaway Landco, LLC [Docket No. 1173], attaching the executed asset purchase agreement as Exhibit A and the proposed sale order as Exhibit B.
• LGTFPS Holdings LLC was identified as the Successful Bidder in the Notice of Successful Bidders [Docket No. 789] filed August 4, 2026. The Court approved the sale at the hearing held August 10, 2026, subject to final agreement on the terms of the purchase agreement and proposed sale order. The asset purchase agreement was executed September 18, 2026.
• The entered sale order has not been obtained and is not reflected in this summary. The terms below are drawn from the executed APA and proposed order attached to Docket No. 1173.

Parties Involved

• Sellers: Club Getaway Operatingco, LLC and Club Getaway Landco, LLC, each described in the APA as a Delaware limited liability company (see Document Conflicts below). The Sellers' signatory is Asaf Ravid, Chief Restructuring Officer.
• Buyer: LGTFPS Holdings LLC, a Connecticut limited liability company, by David Schreiber, Manager. Buyer's counsel: Brach Eichler L.L.C. (Jay Sabin).
• David Schreiber is party to an Employment Agreement dated July 7, 2012 with both Sellers (the "Schreiber Employment Agreement"), which the Buyer assumes. Schreiber is expressly carved out of the definition of Excluded Claims and of the claims-based Excluded Assets.
• The APA identifies CG OPCO LLC, a Connecticut limited liability company, as an Affiliate of the Buyer.
• Under the proposed order, neither the Buyer nor any of its Affiliates is an insider of the Debtors within the meaning of section 101(31), and the Buyer is a good faith purchaser under section 363(m).

Resort Business and Real Property

• The APA defines the operation as the "Resort Business." It covers the recreational, social, and educational programs provided to Clients at the Club Getaway property during the Resort Season, defined as April through October. It also includes rental of the facilities for celebratory and other social occasions.
  • Clients include individual attendees as well as organizations, governmental entities, and businesses that contract for services at the property.
• Owned Real Property: "Club Getaway," 59 South Kent Road, Kent, Connecticut 06785 (Kent, Connecticut Map / Block / Lot Nos. 5-40-1; 5-40-3; 5-40-4; 5-40-5; 5-40-7; and 5-40-20), together with all buildings, improvements, fixtures, easements, and appurtenances.

Purchase Price

• The aggregate Purchase Price is comprised of:
  • $13,250,000 in cash (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The cash figure matches the Successful Bid value recorded in the Notice of Successful Bidders [Docket No. 789].
• Additional Closing Payment: the Buyer pays the Sellers $100,000 at Closing in addition to the Cash Payment. This payment is not an adjustment to the Purchase Price.
  • It may be funded from cash of the Resort Business or, to the extent that cash is insufficient, from the Buyer's own funds.
  • It is not payable if the APA is terminated before Closing.
• Fifty percent (50%) is allocated to the Owned Real Property and fifty percent (50%) to the balance of the Acquired Assets (see Document Conflicts below regarding the allocation base).
• Within 60 days after the Closing Date, the Buyer delivers a Section 1060 allocation schedule, and the Sellers have 30 days to comment. Unresolved disputes go to a nationally recognized independent accounting firm, with fees shared equally.
• The proposed order provides that the allocation is without prejudice to the Debtors' rights under Section 2.09 of the APA and to the right of any party in interest, including the Committee, to seek a different allocation. Entry of the order does not constitute approval of any allocation.
• Real property taxes are prorated as of the Closing Date and paid in cash, not as an adjustment to the Purchase Price.
  • Any prorations not determined at Closing are determined within 30 days, with payment within 5 days thereafter.

Deposit

• The total Deposit is $1,325,000, equal to ten percent (10%) of the Cash Payment.
  • $1,000,000 was previously deposited.
  • The $325,000 Remaining Deposit was due by 5:00 p.m. (prevailing Eastern Time) on September 18, 2026.
• Escrow Agent: Flagstar Bank, N.A., 1400 Broadway, 25th Floor, New York, New York 10018. The Deposit is held in an interest-bearing account.
• At Closing, the Deposit is released to the Sellers and credited against the Cash Payment.
• The Deposit, with interest, is returned to the Buyer within five Business Days if the APA is terminated:
  • by mutual consent or for failure to close by the Outside Date (Sections 9.01(a) and (b));
  • by the Buyer under Sections 9.01(c), (d), (g), or (j); or
  • by the Sellers under Sections 9.01(h) or (i).
• In all other circumstances of termination, including termination by the Sellers for the Buyer's breach under Section 9.01(e), the Deposit is released to the Sellers as liquidated damages.

Carrying Costs

• From September 10, 2026 through the Closing Date, the Buyer bears all costs of owning, holding, maintaining, securing, and operating the Acquired Assets, the Resort Business, and the Owned Real Property (the "Carrying Costs").
  • Carrying Costs include real and personal property taxes, utilities, insurance premiums, security, maintenance and repair, and payroll for retained employees.
  • They exclude professional fees unrelated to the operation of the Acquired Assets, the Resort Business, or the Owned Real Property.
• Funding order: the Sellers first apply their Cash, other than Restricted Cash, to Carrying Costs as they come due, and the Buyer funds any shortfall.
  • Restricted Cash is Cash that cannot be used without a third party's consent that the Sellers could not obtain after commercially reasonable efforts.
  • The Buyer reimburses Carrying Costs paid by the Sellers within ten days after written demand.
  • Any Carrying Costs unpaid at Closing are paid by the Buyer at Closing, in addition to the Cash Payment.
• The Buyer's Carrying Costs obligation is a present and independent obligation effective from September 10, 2026. It is not conditioned on or deferred until Closing.
  • It survives termination, measured through the effective date of termination.
  • It is not limited by the liquidated damages or other remedy provisions.
• Operational control: under Section 6.13 of the APA and paragraph 16 of the proposed order, the Sellers, not the Buyer, continue to own, manage, control, and operate the Resort Business and the Acquired Assets until Closing. The Buyer's funding of Carrying Costs is not to be construed as ownership, possession, operational control, or management.
  • Inclusion of this statement in the Sale Order is a condition to the Buyer's obligation to close (Section 8.02(f)).

Assets Being Sold

• All of the Sellers' assets, rights, and properties relating to or used or held for use in connection with the Resort Business, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities), other than the Excluded Assets (the "Acquired Assets"). They include, among other items:
  • All Accounts Receivable, and all Inventory, including Inventory on order as of the Closing;
  • All cash and cash equivalents, including deposits in transit, customer deposits, and security deposits for rent, electricity, telephone, utilities, and Health Plans, together with all prepaid charges and expenses;
  • The Assumed Contracts, owned Intellectual Property, and rights to use other Intellectual Property;
  • Machinery, equipment, computer hardware, supplies, furniture, and fixtures, together with associated goodwill;
  • Records, including a current schedule of the Sellers' Clients;
  • The Assumed Permits, and rights under confidentiality, noncompete, and nonsolicitation agreements;
  • Certain insurance proceeds, other than proceeds of directors' and officers' liability policies;
  • Causes of action other than the Excluded Claims, together with warranty rights and mail and billing rights;
  • Telephone numbers, e-mail addresses, websites, and domain names, together with passwords and access credentials; and
  • The Owned Real Property.
• The Buyer may remove any Acquired Asset and treat it as an Excluded Asset at any time before Closing, with no adjustment to the Purchase Price.
• If the Buyer assumes post-Closing obligations for customer deposits, prepaid tuition, Resort fees, registration payments, or other prepaid amounts, it receives the associated cash or escrowed amounts at Closing.

Excluded Assets and Excluded Claims

• The Excluded Assets include:
  • The Sellers' organizational documents;
  • All Contracts other than the Assumed Contracts, and all Permits other than the Assumed Permits;
  • The Excluded Claims;
  • Certain personnel, medical, and privileged Records;
  • Directors' and officers' liability insurance policies and related proceeds;
  • The Sellers' rights and consideration under the APA;
  • Tax records, and Records related to the Excluded Assets; and
  • Unused professional retainers and related escrow amounts.
• Claims retained by the estates include claims against:
  • current or former directors, officers, managers, insiders, or affiliates, and related persons; and
  • any DIP lender, prepetition secured or unsecured lender, or other financing party, including the DIP Secured Parties and Prepetition Secured Parties as defined in the Final DIP Order [Docket No. 552], and their Affiliates.
  David Schreiber is expressly excluded from both carve-outs.
• The Excluded Claims also include Bankruptcy Causes of Action and claims not directly and exclusively arising from the ordinary course, day-to-day pre-Closing operation or the post-Closing operation of the Resort Business.
• Designated Parties: the definition of Bankruptcy Causes of Action excludes claims against Designated Parties. These are the Sellers' vendors, suppliers, customers, and trade creditors with whom the Buyer or its Affiliates continue to do business after Closing.
  • The Buyer agrees not to pursue Bankruptcy Causes of Action against any Designated Party for claims arising prior to September 10, 2026, other than as a defense.

Assumed Liabilities

• Liabilities under the Assumed Contracts arising from and after the Closing Date;
• All Liabilities for Taxes of the Sellers for any period, including Transfer Taxes;
• All accounts payable of the Sellers for the 2026 Resort Season, and all accrued and unpaid amounts due to employees for the 2026 Resort Season;
• All Liabilities under the Schreiber Employment Agreement, including accrued and unpaid salary, bonuses, profit participation, profit distributions, and the "Employee Share of Sale" as defined therein;
• Liabilities arising from operation of the Resort Business on and after the Closing Date;
• Liabilities arising from operation of the Resort Business due to events occurring after September 10, 2026 that are not due to the Sellers' willful misconduct or gross negligence. These are assumed only if the Sellers comply with the insurance covenant in Section 6.12;
• All Cure Amounts; and
• The Carrying Costs.

Excluded Liabilities

• The Buyer assumes no Liabilities other than the Assumed Liabilities. The Excluded Liabilities include:
  • Liabilities arising under or relating to Excluded Assets;
  • Pending or threatened claims against the Sellers or their Affiliates;
  • Liabilities under employee benefit plans or relating to employees, contractors, or directors, other than under the Schreiber Employment Agreement;
  • Violations of Law, and pre-Closing ownership or operation of the Acquired Assets;
  • Indebtedness for borrowed money, including DIP Facility obligations and prepetition secured or unsecured indebtedness;
  • Pre-Closing contract breaches, other than Cure Amounts, and rejected contracts and leases;
  • Pre-Closing environmental violations or conditions; and
  • Pre-Closing Taxes, except as expressly assumed.

Assumed Contracts and Cure Amounts

• Schedule 2.10(a) lists 33 line items. All carry a Cure Amount of $0 except Airgas USA ($246, cylinder rental) and Eversource ($211, electricity). The list includes:
  • All ordinary course staff employment agreements, and the Schreiber Employment Agreement;
  • All ordinary course contracts with campers, guests, and wedding parties, and with corporate and school clients;
  • The System-Wide Requirements Agreement with the Board of Education of the City School District of the City of New York, dated April 1, 2024;
  • Cultural exchange and program agreements with Smaller Earth Inc. d/b/a Camp Leaders (August 9, 2025), Cultural Homestay International (August 9, 2025), International Exchange of North America, and American Institute for Foreign Study, Inc. d/b/a Camp America;
  • The H&H Purchasing Services, LLC (now Tavezio) Purchasing Service Agreement and related vendor contracts;
  • A technology agreement with Visual Edge IT, Inc. (December 4, 2025);
  • Alcohol services arrangements with Connecticut Distributors, Eder-Goodman, Martignetti Companies, and Brescome Barton; and
  • Utility, maintenance, transportation, health, sanitation, and financial services arrangements.
• Designation period: the Buyer may add or delete Assumed Contracts until the earlier of (i) entry of an order confirming the Sellers' plan and (ii) 30 days after Closing. The Buyer pays any net increase in Cure Amounts from added contracts.
• Unresolved Cure Objections: if a counterparty objection, including a Cure Amount objection, is unresolved at Closing, the Buyer may elect to:
  • not assume the contract;
  • postpone assumption pending resolution, without delaying Closing;
  • where only the amount is disputed, pay the undisputed portion, reserve the disputed portion, and assume at Closing; or
  • assume on terms mutually agreed with the counterparty and the Sellers.
  All Cure Objections are expressly preserved.

Holders of Encumbrances and DIP Proceeds

• The proposed order does not name specific lienholders. It identifies Mishmeret Trust Company Ltd., in its capacities as DIP Agent and as trustee for the Series A Bondholders, and the Committee as Consultation Parties to the sale process. Club Getaway sits in the Mishmeret collateral pool per Docket No. 789.
• All sale proceeds are subject to and applied in accordance with the Final DIP Order [Docket No. 552], including paragraph 12(b) thereof.
• Attachment of Encumbrances to the proceeds is not a determination of their validity, extent, priority, or enforceability. Challenge rights under paragraph 12 of the Final DIP Order and Lender Avoidance Actions are expressly preserved and retained by the estates.

Transfer Taxes

• Transfer Taxes are borne by the Buyer. The parties are to cooperate in good faith to minimize Transfer Taxes and use available exemptions, including under section 1146(a).
• The proposed order finds that the transfer, as a transfer pursuant to section 363, is exempt from stamp, transfer, real estate transfer, mortgage recording, and similar taxes to the fullest extent applicable. It directs recording offices to accept the transaction documents free of such charges.

Employee Matters

• Before Closing, the Buyer must offer employment, commencing on the Closing Date, to all Current Employees on terms equal to or more favorable than those the Sellers offered.
• The Sellers pay wages and benefits due on or before the Closing Date. The Buyer pays wages and benefits accruing after the Closing Date for Transferred Employees.

Interim Covenants

• Until Closing, the Sellers must operate the Resort Business substantially as traditionally operated and in accordance with governmental requirements.
  • They must use commercially reasonable efforts to maintain existing Clients for the 2026 Resort Season and to market to and enroll Clients for the 2027 Resort Season.
  • They may not refuse attendance to any prospective Client.
  • They may not dispose of Acquired Assets outside the ordinary course, enter into or amend material contracts, or materially change personnel terms without the Buyer's consent.
• Insurance: through Closing, the Sellers must maintain, and pay premiums on, all policies in effect in August 2026.
  • They must use commercially reasonable efforts to add LGTFPS Holdings LLC and CG OPCO LLC as additional insureds within five Business Days after the Effective Date, subject to insurer approval.
  • Any material additional premium requires the Buyer's prior agreement to reimburse.

Closing and Conditions to Closing

• Closing occurs remotely three Business Days after satisfaction or waiver of the closing conditions, but not earlier than October 26, 2026 unless the parties agree otherwise in writing.
• Conditions to all parties' obligations:
  • no Law or Order prohibiting the Transaction; and
  • entry of the Sale Order as a Final Order, not reversed, stayed, or materially adversely modified without the Buyer's consent.
• Additional conditions to the Buyer's obligations:
  • accuracy of the Sellers' representations and performance of their covenants;
  • no Material Adverse Effect;
  • the Sellers' closing deliveries, including a recordable quitclaim deed with customary title affidavits;
  • the Bid Procedures Order remaining in effect; and
  • inclusion in the Sale Order of the operational-control statement required by Section 6.13.

Termination

• The APA may be terminated before Closing:
  • by mutual written consent;
  • by either party if Closing has not occurred by the Outside Date, subject to a fault exception;
  • by the Buyer for the Sellers' uncured breach (30-day cure) or a Material Adverse Effect;
  • by the Sellers for the Buyer's uncured breach (30-day cure);
  • by either party upon a final, non-appealable Order permanently enjoining the Transaction;
  • by either party upon dismissal, conversion to chapter 7, or appointment of a trustee;
  • by either party if the Court authorizes an Alternative Transaction; or
  • by the Buyer if the Sale Order does not contain provisions reasonably acceptable to the Buyer implementing the contemplated protections.
• Upon termination, the Carrying Costs covenant, the termination and remedies provisions, and Article X survive. No termination relieves a party from liability for willful breach or fraud.

Remedies

• If the Sellers terminate for the Buyer's breach, or the Buyer fails to close when all conditions are satisfied or waived, the Sellers' sole remedy is to retain the Deposit as liquidated damages. This is subject to exceptions for fraud or willful misconduct and for the Buyer's surviving Carrying Costs obligation.
• Where the Buyer is entitled to return of the Deposit, that return is its sole remedy, subject to the same exceptions.
• No party is liable for punitive, exemplary, special, incidental, consequential, or indirect damages.
• Before termination, each party may seek specific performance without posting a bond.

Other Material Terms

• The Acquired Assets are sold on an "AS IS, WHERE IS" basis, subject only to the representations and warranties expressly set forth in the APA.
• The Sellers represent that no broker, finder, or investment banker is entitled to a fee based on arrangements made by or on behalf of the Sellers.
• The Buyer may assign its rights to any Affiliate without the Sellers' consent, remaining liable for its obligations. Under the proposed order, any Designee is deemed a good faith purchaser under section 363(m).
• Upon Closing, the Sellers must provide the Buyer copies of all Tax records for the last seven years relating to the Acquired Assets and Assumed Liabilities.
• After Closing, the Sellers may not send email or notice communications to Resort Business customers without the Buyer's consent, except as required by Law.
• The Sellers are to cooperate with the Buyer after Closing on transition matters. The proposed order does not specify a cooperation period.
• The APA is governed by New Jersey law, with exclusive jurisdiction in the Bankruptcy Court.
• Under the proposed order, the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived. Closing may occur upon satisfaction of the closing conditions, but no later than the Outside Date.

Document Conflicts

• The APA preamble identifies both Sellers as Delaware limited liability companies. The proposed Sale Order describes each as a Connecticut limited liability company.
• Section 2.06 allocates 50% of the Cash Payment to the Owned Real Property. Section 2.09 allocates 50% of the Purchase Price, which the APA defines to include the Cure Amounts and the Assumed Liabilities.
• Section 9.01(e), the Sellers' termination right for the Buyer's breach, runs the 30-day cure period from written notice "given by Buyer to Sellers," mirroring the language of the Buyer's parallel right in Section 9.01(c).
• The Sellers' signature pages give the signatory's name as "Assaf Ravid." The APA notice provisions use "Asaf Ravid."

Key Dates

• Notice of Successful Bidders Filed: August 4, 2026 [Docket No. 789]
• Sale Objection Deadline: August 6, 2026
• Sale Hearing: August 10, 2026
• Carrying Costs Commencement: September 10, 2026
• APA Executed: September 18, 2026
• Remaining Deposit Due: 5:00 p.m. (prevailing Eastern Time), September 18, 2026
• Notice of Proposed APA and Sale Order Filed: September 21, 2026 [Docket No. 1173]
• Closing (no earlier than): October 26, 2026, unless otherwise agreed in writing
• Outside Date: October 30, 2026, extendable by mutual written agreement
• Assumed Contract Designation Period: through the earlier of plan confirmation and 30 days after Closing
• Purchase Price Allocation Schedule: 60 days after the Closing Date

Camp Chateaugay Stalking Horse Designation Summary

Overview

• On September 10, 2026, the SIMAD Debtors filed a Notice of Filing of Stalking Horse Bidder and Stalking Horse Asset Purchase Agreement [Docket No. 1093], designating Friends of Chateaugay LLC as the Stalking Horse Bidder for the assets comprising Camp Chateaugay and seeking approval of the associated Bid Protections.
• Camp Chateaugay was one of three camps adjourned from the Auction commenced July 28, 2026, and proceeded by stalking horse designation rather than through the August auction process.
• No sale order for Camp Chateaugay has been obtained. The objection deadline of September 15, 2026 had not expired as of the date of this summary.

Parties Involved

• Sellers: Chateaugay Landco LLC and Chateaugay Campco, LLC.
• Buyer / Stalking Horse Bidder: Friends of Chateaugay LLC.

Consultation Party

• The Official Committee of Unsecured Creditors only. This is narrower than the Mishmeret-plus-Committee pattern applicable to the other stalking horse designations in the case.

Stalking Horse Bid

• The Purchase Price is formula-based rather than a fixed figure. It comprises:
  • The outstanding DIP principal, plus the prepetition debt owed to Community Bank, National Association, plus accrued interest, fees, and expenses, plus SSG fees capped at $60,000 — expected to be approximately $3,563,978.67 in cash;
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities, expressly including the Subordinated Promissory Note dated June 23, 2022 in the principal amount of $1,045,000, executed by Chateaugay Landco LLC and Chateaugay Campco, LLC in favor of Harold Lyons, as amended, together with accrued interest through the Closing.
• Because the Purchase Price is derived from a formula, the approximately $3.56 million figure is the SIMAD Debtors' estimate and should be described as approximate.
• Deposit: $356,447.97.

Bid Protections and Overbid

• Break-Up Fee: 3.0% of the Purchase Price.
• Expense Reimbursement: 1.0% of the Purchase Price.
• Minimum Overbid: $100,000.

Notice

• The Stalking Horse Notice was served on counsel to Community Bank, National Association and counsel to Harold Lyons.

Key Dates

• Bid Deadline: September 10, 2026, at 4:00 p.m. (prevailing Eastern Time). The SIMAD Debtors reserved the right to cancel the Auction and declare the Stalking Horse Bid the Successful Bid if no other Qualified Bid was received by that date.
• Stalking Horse Notice Filed: September 10, 2026 [Docket No. 1093]
• Objection Deadline: September 15, 2026, at 4:00 p.m. (prevailing Eastern Time)

Camps Sold at Auction — Sale Documentation Not Yet Obtained

Overview

• The Notice of Successful Bidders [Docket No. 789] records Successful Bids for four camps for which no notice of proposed asset purchase agreement, no executed asset purchase agreement, and no sale order has been obtained. These four camps represent $51,450,000 in aggregate Successful Bid value, including the third-largest cash transaction in the case.
• The terms below are limited to what Docket No. 789 records. Seller debtor entities, real property descriptions, deposits, cure amounts, closing mechanics, and lien treatment are not established for any of the four.

Banner Day Camp

• Successful Bidder: YES Camps, LLC. Successful Bid value: $30,000,000. Collateral pool: Mishmeret Trust Company Ltd.
• This is the third-largest cash transaction in the portfolio, after Mohawk Day Camp and Rolling Hills Country Day Camp. YES Camps, LLC is also the Successful Bidder for Rolling Hills.

Windsor Mountain Summer Camp

• Successful Bidder: Red Pines, LLC. Successful Bid value: $8,500,000. Collateral pool: Bank of New Hampshire.

Greenville Land / Malka

• Successful Bidder: Cho Pro Holdings, LLC. Successful Bid value: $8,150,000. Collateral pool: Mishmeret Trust Company Ltd.

Summit Camp and Travel

• Successful Bidder: Summit Camp and Travel LLC and 168 Duck Harbor Land LLC. Successful Bid value: $4,800,000. Collateral pool: Bank of America, N.A.
• Summit Camp and Travel is the only camp in the portfolio secured by Bank of America, N.A. That collateral pool appears nowhere else in the sale record reviewed, and the underlying prepetition or debtor-in-possession facility is not established in the materials reviewed.

Camps Adjourned from the Auction

Kiwi Country Day Camp

• The Auction with respect to Kiwi Country Day Camp was adjourned to a future date per the Notice of Successful Bidders [Docket No. 789] and the Supplemental Notice [Docket No. 800]. No sale notice, asset purchase agreement, or sale order has been obtained.
• Kiwi carried a camp-level emergency debtor-in-possession facility of $500,000 from LKQE Associates earlier in the cases.

Willow Lake Day Camp

• The Auction with respect to the SIMAD Debtors' interests in Willow Lake Day Camp was adjourned to a future date. No sale notice, asset purchase agreement, or sale order has been obtained.
• Both notices describe the adjourned asset as the SIMAD Debtors' "interests in" Willow Lake Day Camp, in contrast to the other camps, which are identified by name alone. The phrasing indicates a partial or indirect interest rather than a wholly owned camp enterprise.

Assets Excluded from the Sale Process

• The Bidding Procedures Order [Docket No. 298] expressly excludes the following from the sale process:
  • The SIMAD Debtors' assets associated with their real property located at 365 Canal Street, New Orleans, Louisiana 70130, which are not subject to the Bidding Procedures; and
  • The assets of One Canal Place Leasing LLC and One Canal Place Real Estate LLC, which are not subject to the Motion or to the relief approved in the Bidding Procedures Order.
• These are carve-outs from the sale process rather than gaps in the sale record, and any disposition of them would proceed outside the Bidding Procedures.

Aggregate Consideration Summary

Consideration Under Entered Sale Orders

• Twenty sale orders have been entered across the portfolio, covering transactions approved between July 20, 2026 and September 8, 2026.
• Seventeen of those transactions carry cash consideration totaling $291,927,818:
  • Mohawk Day Camp and Mohawk Country Day School — $120,750,000
  • SHMA Camps (Sternberg / Avraham Heller / Mogen Avraham) — $22,400,000
  • Camp Lokanda — $19,327,800
  • Camp Chen-A-Wanda — $17,000,000
  • Camp Echo — $16,700,000
  • Country Roads Day Camp and Yellow Duck Preparatory School — $14,500,000
  • Blue Star Camps — $13,650,000 in cash within an aggregate $15,030,000 Purchase Price
  • Island Lake Camp — $13,000,000
  • Camp Wekeela — $9,900,000
  • Camp Lavi — $8,750,000
  • Camp Green Lane — $8,000,018
  • Camp Achim — $7,000,000
  • Camp North Star — $6,250,000
  • Indian Acres Camp for Boys & Forest Acres Camp for Girls — $6,000,000
  • Eagle's Landing Day Camp — $5,200,000
  • Camp Med-O-Lark — $2,300,000
  • Camp Waukeela — $1,200,000
• Mohawk alone accounts for approximately 41% of the cash consideration under entered orders.
• Three of the twenty entered transactions are credit bids rather than cash sales and are not additive to the figure above:
  • Camp Mesorah — credit bid of not less than $5,608,362.95 by DHAN Masores LLC
  • Pine Forest Camp / Camp Timber Tops / Lake Owego Camp — credit bid of the Seller Note ($4,077,312 principal at the Petition Date) by Camping Management Corporation, plus assumption of the Wayne Bank Debt and the Subordinated Claims ($8,835,000 principal at the Petition Date), plus a $75,000 Wind-Down Amount and a $1,505,793 Professional Fee Contribution in cash
  • New England Golf and Tennis Camp / Belgrade Lakes — $2,000,000 credit bid by Bank of New Hampshire against prepetition obligations of not less than $29,110,292.91

Consideration Not Yet Under an Entered Order

• Executed asset purchase agreements with proposed sale orders on file, totaling $54,000,000: Rolling Hills Country Day Camp ($28,500,000), Club Getaway ($13,250,000), and Meadowbrook Country Day Camp ($12,250,000).
• Successful Bids with no sale documentation obtained, totaling $51,450,000: Banner Day Camp ($30,000,000), Windsor Mountain Summer Camp ($8,500,000), Greenville Land / Malka ($8,150,000), and Summit Camp and Travel ($4,800,000).
• Stalking horse designation only: Camp Chateaugay, at a formula-based price expected to be approximately $3,563,978.67.
• Adjourned with no disposition identified: Kiwi Country Day Camp and the SIMAD Debtors' interests in Willow Lake Day Camp.

Reconciliation to the Debtors' Own Figures

• The Notice of Successful Bidders [Docket No. 789] states aggregate Successful Bid value of $368,307,818 across twenty-two camps. Adding Camp Lavi at $8,750,000 from the Supplemental Notice [Docket No. 800] yields approximately $377,057,818 in auction consideration.
• The SIMAD Debtors separately state that the four Private Sale transactions — Camp Achim, Camp Chen-a-Wanda, Camp Mesorah, and Pine Forest Camp — will collectively generate approximately $71,700,000 in consideration. Of that amount, $24,000,000 is cash (Achim and Chen-A-Wanda); the balance reflects the Mesorah credit bid and the Pine Forest credit bid, assumed debt, wind-down amount, and professional fee contribution.
• Two differences account for the divergence between the Successful Bid values recorded in Docket No. 789 and the cash figures in the entered sale orders:
  • Camp Echo: the Successful Bid value is recorded as $17,000,000; the executed APA and entered order state $16,700,000, a reduction of $300,000.
  • Blue Star Camps: the Successful Bid value of $15,030,000 is the aggregate Purchase Price, of which $13,650,000 is cash. The balance comprises approximately $380,000 in assumed prepetition trade payables and a $1,000,000 credit for the waiver of the Herschthals' contractual right to sale proceeds.

Source Conflicts and Items for Verification

Pricing Conflicts

• Camp Echo. Notice of Successful Bidders [Docket No. 789] records $17,000,000; the executed APA and Sale Order [Docket No. 1078] state $16,700,000. The order controls; the auction figure is recorded here for completeness.
• Camp Green Lane. The APA states $8,000,018.00; the Sale Order [Docket No. 897] states $8,000,018.18; Docket No. 789 records $8,000,018. Reconcile against the closing documents.
• Club Getaway. Section 2.06 of the APA allocates 50% of the Cash Payment to the Owned Real Property; Section 2.09 allocates 50% of the Purchase Price, which includes the Cure Amounts and Assumed Liabilities. The proposed order [Docket No. 1173] reserves all parties' allocation rights.

Buyer Entity Name Conflicts

• American Youth Camping. Docket No. 789 and the page-2 running caption of the Camp Lokanda order [Docket No. 1080] use "American Youth Camping, Inc." The operative text of all six orders and all six executed APAs uses "American Youth Camping Holdco LLC," which controls.
• Mohawk. Docket No. 789 identifies FitzWalter Capital Partners (AIV) II LP; the Sale Notice identifies FitzWalter Capital Partners (AIV) II LLP; the contracting counterparty under the APA and Sale Order [Docket No. 860] is FW CampCo LLC.

Seller Entity Conflicts

• Club Getaway. The APA preamble identifies Club Getaway Operatingco, LLC and Club Getaway Landco, LLC as Delaware limited liability companies; the proposed Sale Order [Docket No. 1173] describes each as a Connecticut limited liability company.

Date and Document Conflicts

• Camp Chen-A-Wanda Outside Date. The Sale Order describes the Outside Date as twenty-one days from the July 17, 2026 APA Effective Date (on or about August 7, 2026); the APA defines the Outside Date as September 30, 2026 and provides that Closing shall occur no earlier than September 15, 2026. Internally inconsistent.
• Eagle's Landing Day Camp. The bill of sale at Exhibit A dates the APA August 14, 2026 and names the transferee "as assignee of Mario Del Cueto"; the executed APA and sale notice date the agreement August 24, 2026 with Del Cueto as Buyer.
• Rolling Hills Country Day Camp. The notice and APA cover page date the agreement August 24, 2026; the bill of sale exhibit references an APA dated August 14, 2026.
• Club Getaway. Section 9.01(e), the Sellers' termination right for the Buyer's breach, runs the 30-day cure period from written notice "given by Buyer to Sellers," mirroring Section 9.01(c). The Sellers' signature pages give the signatory's name as "Assaf Ravid"; the APA notice provisions use "Asaf Ravid."

Property Description Conflicts

• Camp Echo. The Sale Order [Docket No. 1078] locates 210 Echo Road in Burlingham, New York 12722; the superseded stalking horse summary located it in the Town of Mamakating, Sullivan County, and identified the parcels as Section 10, Block 1, Lots 50.1, 50.2, and 50.3, approximately 206 acres. Burlingham lies within the Town of Mamakating. The master should carry one consistent form.

Deposit Conflicts

• Camp Waukeela. The Sale Order [Docket No. 968] imposes no deposit requirement; the APA required a deposit of ten percent of the Cash Payment, or $120,000.
• Meadowbrook Country Day Camp. The APA records a deposit of $1,460,000 previously made, which exceeds ten percent of the $12,250,000 Cash Payment ($1,225,000). The APA records the figure as a prior deposit rather than as a percentage calculation.