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

Achim Debtors Private Sale / Asset Purchase Agreement Summary (Final Approval)

Overview

• The SIMAD Debtors propose to sell the assets associated with Camp Achim, located at 60 Pleasant Acres Road, Catskill, New York, to Camp Achim LLC (or its designee) as a private sale pursuant to the Private Sale Procedures approved under the Bidding Procedures Order [Docket No. 298].
• The Transaction is subject to entry of the Sale Order by the Bankruptcy Court and was conducted in accordance with the Private Sale Procedures. No auction is required with respect to the Acquired Assets.

Parties Involved

• Sellers: Achim OperatingCo LLC and Achim Landco LLC (the "Achim Debtors" or "Sellers").
• Buyer / Proposed Purchaser: Camp Achim LLC, a New York limited liability company, or its designee (by Joseph Willner, Managing Member).
• 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 Proposed 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 will seek entry of a Proposed Sale Order free and clear of that purported Encumbrance pursuant to, among other things, section 363(f)(4) of the Bankruptcy Code.
• An injunction shall apply 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.

Objection Procedures

• The deadline to object to the Achim Private Sale and Proposed Sale Order is July 17, 2026 (the "Objection Deadline").
• Any objection must: (i) be in writing; (ii) state with particularity the legal and factual bases for the objection; and (iii) be filed with the Court and served so as to be actually received by the Objection Deadline by (a) proposed counsel to the SIMAD Debtors, Cole Schotz P.C. (Attn: Michael D. Sirota, Esq.); (b) counsel to the Proposed Purchaser, The Law Office of Esther Ovadia; and (c) the Office of the United States Trustee.
• If no objections are received by the Objection Deadline, the SIMAD Debtors will submit the Proposed Sale Order to the Court for approval 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 Dated: July 9, 2026
• Objection Deadline: July 17, 2026
• Outside Date: Twenty-one (21) days from the Effective Date of the APA (subject to extension by mutual written agreement of the Parties)

Camp Chen-A-Wanda Private Sale Summary

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 / Proposed Purchaser: Eleven11 Holdings LLC, a New Jersey limited liability company (or its designee), whose signatory is Jon Grabow.
• 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

• 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.

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.

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 is required with respect to the Acquired Assets.
• Pursuant to the Private Sale Procedures, the SIMAD Debtors propose to sell 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.
• The Proposed Sale Order and Proposed Asset Purchase Agreement remain subject to ongoing review and revision by the Proposed Purchaser and the SIMAD Debtors; the SIMAD Debtors will file any materially revised documents on the docket.

Sound Business Purpose

• The SIMAD Debtors have 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 shall be 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 will seek entry of a Proposed Sale Order 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

• 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.

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.

Objection Procedures

• The deadline to object to the Chen-A-Wanda Private Sale and Proposed Sale Order is July 24, 2026 (the "Objection Deadline"). Any objection must be in writing, state with particularity the legal and factual bases for the objection, and 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 Proposed 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.
• If no objections are received by the Objection Deadline, the SIMAD Debtors will submit the Proposed Sale Order to the Court for approval without further hearing.

Notice

• 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: Paragraph 13 of the Proposed Sale Order describes this 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 should be reconciled in the final 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
• Objection Deadline: July 24, 2026
• Closing (no earlier than): September 15, 2026
• Outside Date: September 30, 2026 (subject to extension by mutual written agreement of the Parties)

Camp Lokanda Stalking Horse Summary

Background

• On June 4, 2026 and June 5, 2026, the Sellers commenced Chapter 11 cases jointly administered under Case No. 26-16388 (CMG) in the U.S. Bankruptcy Court for the District of New Jersey.
• On June 26, 2026, the Court entered the Order (I) Approving the Bidding Procedures, (II) Approving the Stalking Horse Bid Protections, (III) Scheduling Bid Deadlines and Auction(s), (IV) Approving the Form and Manner of Notice Thereof, (V) Establishing Notice and Procedures for the Assumption and Assignment of Contracts and Leases, and (VI) Granting Related Relief [Docket No. 298] (as modified by the Fourth Notice of Extension of Deadline to Select Stalking Horse Bidder(s) [Docket No. 469], the "Bidding Procedures Order"), which approved procedures for the solicitation and consideration of offers for the sale of the SIMAD Debtors' assets and for designating a Stalking Horse Bidder and seeking Court approval of Bid Protections.
• Counsel for the SIMAD Debtors, the Debtors' proposed investment banker, SSG Capital Advisors, LLC, and the Debtors' Chief Restructuring Officer, Asaf Ravid (the "CRO"), engaged with numerous parties to attain the highest or otherwise best value for the assets comprised of Camp Lokanda. The SIMAD Debtors and the CRO ultimately determined to move forward with 18 Lions LLC as the Stalking Horse Bidder and, subject to Court approval, executed the Stalking Horse Agreement.
• By filing the Stalking Horse Notice, the SIMAD Debtors seek approval of the designation of the Stalking Horse Bidder and the Bid Protections, disclosing (i) the identity of the Stalking Horse Bidder; (ii) the amount of the Stalking Horse Bid; (iii) a copy of the Stalking Horse Agreement, including the terms and applicable Sale Package to which the Stalking Horse Bid relates; and (iv) the proposed Bid Protections.
• The Parties intend to effectuate the Transaction through a sale of the Acquired Assets pursuant to Sections 105(a), 363, 365, 503, and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and 9007, and Local Rules 2002-1 and 6004-1, subject to entry of the Sale Order by the Bankruptcy Court.
• Copies of the Bidding Procedures Order, Bidding Procedures, Stalking Horse Agreement, and Stalking Horse Notice may be obtained on the website maintained by the Debtors' Claims and Noticing Agent, Kroll, at https://restructuring.ra.kroll.com/SIMAD. The SIMAD Debtors reserve the right to adopt other or further modifications to the Bidding Procedures in accordance with the terms thereof and of the Bidding Procedures Order.

Parties Involved

• Sellers: RDM Camps, LLC (the SIMAD Debtor entity that owns and operates Camp Lokanda and is the Seller/counterparty under the Stalking Horse Agreement)
• Buyer: 18 Lions LLC, a New York limited liability company, as Stalking Horse Bidder
• Each Seller is duly organized, validly existing, and in good standing under the Laws of its state of incorporation/formation, with all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted; the Buyer is similarly organized and in good standing under the Laws of the State of New York.

Consultation Parties

• In connection with its selection and negotiation of the Stalking Horse Agreement, the CRO consulted with (a) counsel to Mishmeret Trust Company Ltd., in its capacity as Trustee for the Debentures (Series A) and as DIP Agent, and (b) the Official Committee of Unsecured Creditors (the "Committee") (collectively, the "Consultation Parties").

Assets Being Sold

• At the Closing, the Sellers will sell to the Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) and other than the Excluded Assets, all of the Sellers' assets, rights, and properties 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 (the "Acquired Assets"), including, without limitation:
  • All Accounts Receivable and all Inventory (including rights to Inventory, supplies, and materials on order) as of the Closing;
  • All deposits (including Tuition Deposits, deposits in transit, customer deposits, and security deposits) and other prepaid charges and expenses;
  • All Assumed Contracts assumed by and assigned to the Buyer pursuant to Section 2.10;
  • All Intellectual Property owned by the Sellers and rights to use other Intellectual Property;
  • All machinery, equipment, supplies, furniture, and fixtures owned by the Sellers as of the Closing;
  • All Records related to the Acquired Assets and Assumed Liabilities;
  • Rights of the Sellers under non-disclosure or confidentiality, noncompete, and non-solicitation agreements with current or former employees, directors, consultants, independent contractors, and agents;
  • All Assumed Permits or the rights and benefits accruing under any Permits;
  • Insurance proceeds (other than those related to directors' and officers' liability insurance policies) received after the date of the Agreement in respect of loss, destruction, or condemnation of any Acquired Assets occurring on or after the Closing, or in respect of any Assumed Liabilities;
  • Except for the Excluded Claims, all causes of action, claims, refunds, rights of recovery, rights of set-off, counterclaims, defenses, and similar rights of any Seller related to the Acquired Assets or the Camp Business, to the extent transferable under applicable non-bankruptcy law;
  • All rights under warranties, representations, and guarantees made by suppliers, manufacturers, contractors, and others related to the Acquired Assets;
  • The right to receive and retain mail relating to Accounts Receivable payments and other communications, and the right to bill and receive payment for services performed but unbilled or unpaid as of the Closing;
  • All telephone numbers, fax numbers, e-mail addresses, websites, social media accounts and passwords, URLs, and internet Domain Names;
  • All real property owned by the Sellers, including the property known as "Camp Lokanda" located at 432 Haring Road, Glen Spey, New York 12737, together with all buildings, improvements, fixtures, and appurtenances thereto; and
  • All cash and cash equivalents of the Sellers.
• Notwithstanding the foregoing, the Buyer may, in its sole and absolute discretion, remove any Acquired Asset until the Closing and elect to treat such Contract, Permit, or other asset as an Excluded Asset, provided that no such removal will result in any adjustment to the Purchase Price.

Excluded Assets

• The Sellers will retain, among other items, the following Excluded Assets:
  • All organizational documents, foreign qualifications, registered agent arrangements, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates, and similar documents relating solely to the organization, maintenance, and existence of any Seller;
  • All Contracts other than the Assumed Contracts;
  • The Excluded Claims;
  • Certain (1) confidential personnel and medical Records the transfer of which is prohibited by law, (2) other Records the Sellers are required by law to retain, and (3) Records or documents relating to the Bankruptcy Cases protected by the attorney-client privilege;
  • All Permits other than the Assumed Permits;
  • All directors' and officers' liability insurance policies and any proceeds arising out of or related thereto;
  • The Sellers' rights under the Agreement and all cash and non-cash consideration payable or deliverable to the Sellers thereunder;
  • All Tax Records other than those that relate to any Assumed Liabilities;
  • All Records related to the Excluded Assets;
  • Any unused retainers paid by the Sellers to any third party prior to the Closing, or amounts remaining in any escrow or similar account used to fund the same; and
  • Any Claims of any Seller against its directors, officers, insiders, or affiliates.

Assumed Liabilities

• The Buyer will assume only the following Assumed Liabilities:
  • All Liabilities arising under the Assumed Contracts that arise from and after the Closing Date and relate to periods from and after the Closing Date;
  • Any Liabilities for Taxes of the Sellers, including Transfer Taxes;
  • All accounts payable of the Sellers for the 2026 Camp Season;
  • All accrued and unpaid amounts due to employees of the Sellers for the 2026 Camp Season;
  • Any administrative expense or priority claims in the Bankruptcy Cases related to the Sellers' operation of the Camp Business in the ordinary course (other than claims arising under the DIP Facility or that otherwise relate to estate-retained professionals);
  • Any Liabilities arising out of the operation of the Camp Business on and after the Closing Date; and
  • The Cure Amounts relating to the assumption and assignment of the Assumed Contracts to the Buyer.

Excluded Liabilities

• The Buyer will not assume any Liabilities other than the Assumed Liabilities, including, among others:
  • Any Liability arising out of or related to any Excluded Asset;
  • Any Liability for any claim, action, suit, investigation, or proceeding pending or threatened against the Sellers or their Affiliates;
  • Any Liability under any employee benefit plan or relating to any current or former employees, independent contractors, or directors of the Sellers;
  • Any Liability arising out of or relating to any violation of law by the Sellers;
  • 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;
  • Any Liability arising out of or relating to any breach, default, or violation by the Sellers prior to the Closing Date under any Contract (other than Cure Amounts);
  • Any Liability relating to any rejected executory contract or unexpired lease; and
  • Any other Liabilities of the Sellers not specifically included in the Assumed Liabilities.

Stalking Horse Bid

• The Stalking Horse Agreement provides for an aggregate Purchase Price comprised of:
  • $18,150,000 in cash (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Stalking Horse Bid is accompanied by a good faith cash deposit of $1,815,000.

Good Faith Deposit

• Contemporaneously with the execution of the Agreement, the Buyer shall deposit with the Escrow Agent (Flagstar Bank, or such other escrow agent as the Parties mutually agree in writing), 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 Fund").
• To the extent the purchase price is modified at or prior to the potential Auction, or the Buyer is the Successful Bidder or the Back-Up Bidder, the Buyer shall pay an additional amount into the Escrow Fund within two business days of the Auction such that the Deposit equals 10% of the proposed purchase price offered for the Acquired Assets.
• At Closing, the Buyer shall pay the Cash Payment (less the Deposit, which shall be released to the Sellers at Closing) by wire transfer of immediately available funds.
• If the Agreement is terminated for any reason other than by the Sellers pursuant to Section 9.01(e), the Deposit (together with any interest earned) shall be returned to the Buyer within five business days after termination. If terminated by the Sellers pursuant to Section 9.01(e), the Deposit shall be released to the Sellers as liquidated damages, constituting the Sellers' sole and exclusive remedy against the Buyer for any breach or failure to perform, except in the case of the Buyer's fraud or willful misconduct.

Bid Protections

• Break-Up Fee: 3.0% of the Cash Payment (i.e., $544,500), payable to the Buyer if the Agreement is terminated pursuant to Section 9.01(f) or Section 9.01(i) and the Sellers consummate an Alternative Transaction.
• Expense Reimbursement: reasonable and documented out-of-pocket costs and expenses (including fees and expenses of counsel and financial advisor), not to exceed 1.0% of the Cash Payment (i.e., $181,500), payable in the circumstances specified in Section 9.02(b).
• The Expense Reimbursement and the Breakup Fee are each treated as an allowed administrative expense claim against the Sellers under Sections 503 and 507(b) of the Bankruptcy Code, and are not a penalty but represent liquidated damages. Each is in addition to the return of the Deposit and, if applicable, payment of the other, to the extent payable to the Buyer.

Overbid

• If an Auction is held, any initial overbid must equal or exceed the sum of (i) the Purchase Price, plus (ii) the Breakup Fee, plus (iii) the Expense Reimbursement, plus (iv) $450,000.

Auction Details

• If the Bid Procedures Order provides for an Auction and one or more Qualified Bids are received, the Sellers shall conduct the Auction in accordance with the Bid Procedures Order.

Assumption and Assignment

• Section 2.10(a) of the Disclosure Schedule (the "Assumed Contract List") sets forth all Contracts that the Buyer has designated as Assumed Contracts, together with estimated Cure Amounts for each.
• From the date of the Agreement until two days prior to the Closing, the Buyer may make additions and deletions to the Assumed Contract List by written notice to the Sellers (who shall then notify the applicable non-debtor counterparties), provided that the Buyer shall pay any net increase in the sum of Cure Amounts and non-debtor counterparties' Administrative Claims resulting from such additional designations, the intent being that there is no net negative effect on the bankruptcy estate. Any deleted Contract will no longer be an Assumed Contract, and any Contract designated for exclusion and rejection will constitute an "Excluded Contract" as of the Closing Date.
• In connection with the assumption and assignment of any executory Assumed Contract, the allowed Cure Amounts necessary to cure monetary defaults and pay actual or pecuniary losses resulting from such defaults shall be paid by the Buyer at the Closing as part of the Purchase Price.
• The Sellers shall use commercially reasonable efforts to obtain an order of the Bankruptcy Court assigning the Assumed Contracts to the Buyer (the "Assumption Approval"). If the Sellers are unable to assign any Assumed Contract by Court order, the Parties shall use commercially reasonable efforts to obtain all necessary Consents, with the Buyer paying any applicable Cure Amounts; the Sellers' obligations continue only until the Bankruptcy Cases are closed or dismissed.
• As of the Closing, the Buyer will be capable of satisfying the conditions contained in Sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assumed Contracts.

Sale Free and Clear & Successor Liability

• The Sale Order shall, among other things, approve, pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, the sale of the Acquired Assets to the Buyer free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities); authorize the Sellers to assume and assign the Assumed Contracts; find that the Buyer is a "good faith" purchaser within the meaning of Section 363(m); find that the Buyer is not a successor to any Seller and shall have no liability for any Excluded Liability or any successor or vicarious liabilities of any kind (including any theory of antitrust, environmental, successor, or transferee liability, labor law, de facto merger, or substantial continuity); find that the Buyer provided adequate assurance of future performance; find that the consideration constitutes reasonably equivalent value and fair consideration; find that no "bulk sales" or "bulk transfers" laws apply; and order that, notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry.
• Except as expressly provided in the Agreement, the Buyer does not assume and shall have no liability for any Excluded Liability, and the Buyer is not, and shall not be, a successor to the Sellers by reason of any theory of law or equity.
• The Buyer acknowledges that the Sellers will not comply with any bulk transfer laws; the Parties intend that, pursuant to Section 363(f) of the Bankruptcy Code, the transfer of the Acquired Assets shall be free and clear of any Encumbrances, including any arising out of bulk transfer laws.

Closing

• The Closing shall take place remotely by electronic exchange of documents and signatures on the date that is three business days after the satisfaction or waiver of all conditions set forth in Article VIII (other than conditions to be satisfied at the Closing), or at such other time and place as the Parties may mutually agree in writing.
• At the Closing, the Sellers shall deliver, among other items, a bill of sale; an assignment and assumption agreement; officer's and secretary's certificates; a non-foreign affidavit under Section 1445 of the Code; certified copies of the Sale Order and the Bid Procedures Order as entered by the Bankruptcy Court; and title and/or deed to any real property owned by the Sellers.

Employee Matters

• Prior to the Closing, the 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, the employment terms the Sellers offered on the Closing Date. Each Current Employee who is not a Transferred Employee is an "Excluded Employee."
• The Sellers shall provide reasonable cooperation and information to the Buyer with respect to its determination of appropriate terms and conditions of employment for any Offeree, and (unless otherwise agreed) shall process the payroll for and pay the base wages, base salary, and benefits due and payable on or prior to the Closing Date with respect to all employees of the Sellers.

Camp Matters

• From the effective date of the Agreement until the Closing Date, the Sellers shall (i) operate the Camp Business in substantially the same manner as traditionally operated and in accordance with all governmental requirements and the policies, rules, regulations, and standards of the American Camp Association; (ii) use commercially reasonable efforts to maintain existing Campers attending Camp during the 2026 Camp Season and to re-enroll such Campers for the 2027 Camp Season, except where no longer age-appropriate; (iii) not refuse attendance to any prospective Camper willing to pay full Tuition; and (iv) utilize the same techniques and methods to enroll prospective campers for the 2026 Camp Season.
• Simultaneously with the Closing, the Tuition Deposits shall be, at the Sellers' election, either (i) credited against the Cash Payment or (ii) transferred or otherwise delivered to the Buyer.

Tax Matters

• All Transfer Taxes incurred in connection with the Agreement and the Transaction shall be borne by the Buyer, provided that the Parties shall cooperate in good faith to minimize such Transfer Taxes and avail themselves of available exemptions, including under Section 1146(a) of the Bankruptcy Code.
• Within thirty days after the Closing Date, the Buyer shall prepare and deliver to the Sellers a schedule allocating the Purchase Price (and any Assumed Liabilities properly taken into account) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

Termination

• The Agreement may be terminated prior to the Closing, among other circumstances: (a) by mutual written consent; (b) by either Party if the Closing has not occurred on or before the Outside Date; (c) by the Buyer upon certain uncured breaches by the Sellers; (d) by the Buyer upon a Material Adverse Effect; (e) by the Sellers upon certain uncured breaches by the Buyer; (f) by either Party if, following completion of the Auction, the Buyer is not the Successful Bidder or the Back-Up Bidder; (g) by either Party upon a final, non-appealable Order permanently enjoining the Transaction; (h) by either Party if the Bankruptcy Cases are dismissed or converted to Chapter 7 or a trustee is appointed; and (i) by either Party if the Court authorizes, or any Seller enters into, an Alternative Transaction with a Person other than the Buyer.

Remedies

• If the Agreement is terminated by the Sellers pursuant to Section 9.01(e) due to the Buyer's breach or failure to perform, or 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) shall be to retain the Deposit as liquidated damages.
• In no event shall any Party be liable for punitive, exemplary, special, incidental, consequential, or indirect damages, including lost profits or loss of business opportunity, other than claims based on fraud or willful misconduct.

Governing Law & Miscellaneous

• The Agreement is governed by the laws of the State of New Jersey, with the Parties consenting to the exclusive jurisdiction of the Bankruptcy Court (or, if the Bankruptcy Case has been closed, the courts of the State of New Jersey).
• The Acquired Assets are being sold on an "AS IS, WHERE IS" basis, with all faults, with the Buyer relying solely on its own investigation, analysis, and evaluation.
• Neither Party may assign the Agreement without the prior written consent of the other, provided that the Buyer may assign any or all of its rights and obligations to any Affiliate without the Sellers' prior consent, with the Buyer remaining liable for its obligations.

Key Dates

• Objection Deadline (to the Bid Protections or the designation of the Stalking Horse Bidder): Tuesday, July 21, at 4:00 p.m. (prevailing Eastern Time)
• Outside Date: 45 days after the date the Sale Order becomes a Final Order (subject to extension by mutual written agreement of the Parties)
• The SIMAD Debtors will file a further notice of hearing once the Court schedules a hearing to consider approval of the entry into the Stalking Horse Agreement and the proposed Bid Protections, to the extent such hearing is required pursuant to paragraph 7 of the Bidding Procedures Order.

Camp Echo Stalking Horse Designation Summary

Overview

• On June 26, 2026, the Bankruptcy Court entered the Order (I) Approving the Bidding Procedures, (II) Approving the Stalking Horse Bid Protections, (III) Scheduling Bid Deadlines and Auction(s), (IV) Approving the Form and Manner of Notice Thereof, (V) Establishing Notice and Procedures for the Assumption and Assignment of Contracts and Leases, and (VI) Granting Related Relief [Docket No. 298] (as modified by the Fourth Notice of Extension of Deadline to Select Stalking Horse Bidder(s) [Docket No. 469], the "Bidding Procedures Order").
• Counsel for the SIMAD Debtors, the Debtors' proposed investment banker, SSG Capital Advisors, LLC, and the Debtors' Chief Restructuring Officer, Asaf Ravid (the "CRO"), engaged with numerous parties to attain the highest or otherwise best value for the assets comprised of Camp Echo. The Debtors and the CRO ultimately determined to move forward with Ohel Children's Home and Family Services, Inc. as the Stalking Horse Bidder and, subject to Court approval, executed the Stalking Horse Agreement.

Parties Involved

• Sellers: SHAB Holdings LLC and Shab Operating Inc.
• Buyer: Ohel Children's Home and Family Services, Inc., a New York charitable corporation, as the Stalking Horse Bidder
• Escrow Agent: Flagstar Bank, or such other escrow agent as mutually agreed in writing between the Parties
• DIP Agent: Mishmeret Trust Company Ltd., in its capacity as agent under the DIP Facility

Assets Being Sold

• The Acquired Assets consist of 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 (Camp Echo) as currently conducted, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities), other than the Excluded Assets, including:
  • All Inventory 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 rights to use other Intellectual Property, including the "Camp Echo" name, trademarks, service marks, domain names, social-media accounts, and camper and customer lists;
  • All machinery and equipment (including vehicles, boats, buses, recreational, athletic, educational, dining-hall/food-service, and health-center equipment), together with tools, parts, supplies, furniture, and fixtures;
  • All real property owned by Sellers and used in the Camp Business, including the parcels identified as Section 10, Block 1, Lots 50.1, 50.2, and 50.3, with a street address of 210 Echo Road, Town of Mamakating, Sullivan County, New York (approximately 206 acres), together with all improvements, fixtures, and appurtenances;
  • All Records related to the Acquired Assets and Assumed Liabilities; all goodwill; rights under confidentiality, noncompete, and nonsolicitation agreements; the Assumed Permits; certain insurance proceeds (other than under directors' and officers' liability policies); causes of action related to the Acquired Assets (except for the Excluded Claims); supplier and manufacturer warranties; and all telephone numbers, e-mail addresses, websites, URLs, and internet domain names.
• Buyer may, in its sole and absolute discretion, remove any Acquired Asset and treat it as an Excluded Asset until the Closing, with no resulting adjustment to the Purchase Price.
• Excluded Assets include, among other items, the Sellers' organizational documents; all Contracts other than the Assumed Contracts; the Excluded Claims; all Permits other than the Assumed Permits; all cash and cash equivalents; Tax Records; unused retainers; the employment agreement of Jeffrey Grabow (together with any right of first refusal, option, or similar right held by him); and all Accounts Receivable of Sellers.
• Assumed Liabilities consist of Liabilities arising under the Assumed Contracts that arise from and after the Closing Date, any Liabilities for Transfer Taxes (allocated pursuant to Section 2.08), and all Cure Amounts relating to the assumption and assignment of the Assumed Contracts.
• Excluded Liabilities include all Liabilities of Sellers other than the Assumed Liabilities, including pending or threatened claims; Liabilities under any employee benefit plan or Employment Contract; Liabilities under leases that are not Assumed Contracts; camper deposits, advance tuition, prepaid fees, and deferred revenue; Liabilities arising from any violation of Law; any indebtedness for borrowed money (including obligations under the DIP Facility and any pre-petition secured or unsecured indebtedness); and Liabilities relating to any Excluded Asset or rejected contract or lease.

Stalking Horse Bid

• The aggregate Purchase Price is comprised of:
  • $12,000,000.00 in cash (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Stalking Horse Agreement provides for a good faith cash deposit of $1.2 million.
• Prior to Closing, the Parties will agree to an allocation of a portion of the Cash Payment to the Real Property being sold.
• Buyer is the Stalking Horse Bidder, and the Agreement constitutes a Qualified Bid under the Bidding Procedures Order (Dkt. No. 298).

Deposit

• Simultaneously with execution of the Agreement, Buyer shall deposit with the Escrow Agent, by wire transfer, an amount equal to ten percent (10%) of the Cash Payment (the "Deposit"), held in an interest-bearing account.
• If the purchase price is modified at or prior to the potential Auction, or if Buyer is the Successful Bidder or the Back-Up Bidder, Buyer shall pay an additional amount into the Escrow Fund, within two (2) Business Days of the Auction, such that the Deposit equals ten percent (10%) of the proposed purchase price.
• At Closing, the Deposit shall be released to Sellers and credited against the Cash Payment.
• If the Agreement is terminated for any reason other than a termination by Sellers under Section 9.01(e) (Buyer's uncured breach) or Section 9.01(b) (failure to timely close principally caused by Buyer's uncured breach), the Deposit (with interest) shall be returned to Buyer within five (5) Business Days. In the case of a termination under Section 9.01(e) or Section 9.01(b), the Deposit shall be released to Sellers as liquidated damages, constituting Sellers' sole and exclusive remedy against Buyer (except in the case of Buyer's fraud or willful misconduct).

Bid Protections

• Break-Up Fee: three percent (3.0%) of the Cash Payment.
• Expense Reimbursement: Buyer's reasonable and documented out-of-pocket fees, costs, and expenses, in an amount not to exceed one percent (1.0%) of the Cash Payment.
• The Bid Protections shall constitute an allowed administrative expense of the Sellers' estates under sections 503(b) and 507(a)(2) of the Bankruptcy Code, payable from the proceeds of any Alternative Transaction without further order of the Court, and shall be paid to Buyer ten (10) Business Days following the consummation of any Alternative Transaction if the Agreement is terminated as a result of the Sellers' consummation of, or entry into a definitive agreement providing for, an Alternative Transaction.
• Buyer's participation in the Auction, including by submitting Overbids or otherwise increasing its bid, shall not reduce, impair, or waive its right to the Bid Protections if it is not the Successful Bidder, and the Break-Up Fee shall be calculated on the Cash Payment set forth in the Agreement.
• Upon the Debtors' execution of, or the Court's approval of, any Alternative Transaction, Sellers shall cause an amount equal to the Break-Up Fee and Expense Reimbursement to be segregated and held by the Escrow Agent from the proceeds of such Alternative Transaction, pending payment to Buyer.
• Buyer's obligations as Back-Up Bidder shall in no event extend beyond the date that is forty-five (45) days after Court approval of an Alternative Transaction, upon which Buyer shall be automatically released and the Deposit (with interest) returned within five (5) Business Days.
• Buyer may, in its sole discretion, irrevocably waive its right to the Break-Up Fee and other Bid Protections if it submits a bid on a different camp package that is then the Successful Bid, whereupon it shall be released from its Back-Up Bidder obligations and the Deposit (with interest) returned within five (5) Business Days.
• The Debtors acknowledge that the Agreement, together with the Deposit and Buyer's qualification materials, constitutes a Qualified Bid under the Bidding Procedures Order with respect to each other Sale Package and Auction for which Buyer submits a bid, without the need to satisfy any additional qualification requirement.

Overbid

• No competing bid shall be deemed a Qualified Bid unless it provides total consideration exceeding the sum of (i) the Cash Payment, (ii) the Break-Up Fee, (iii) the Expense Reimbursement, and (iv) $250,000, with any subsequent bidding increments as established by the Bidding Procedures Order.

Bidding Procedures & Auction

• The Bidding Procedures Order approved procedures for the solicitation and consideration of offers for the sale of the SIMAD Debtors' assets, and procedures for designating a Stalking Horse Bidder and seeking Court approval of Bid Protections.
• If the Bidding Procedures Order provides for an Auction and one or more Qualified Bids are received, Sellers shall conduct the Auction in accordance with the Bidding Procedures Order.
• By filing the Stalking Horse Notice, the Debtors seek approval of the designation of the Stalking Horse Bidder and the Bid Protections, and have disclosed the identity of the Stalking Horse Bidder, the amount of the Stalking Horse Bid, a copy of the Stalking Horse Agreement (including the terms and applicable Sale Package), and the proposed Bid Protections.
• No later than 4:00 p.m. (prevailing Eastern Time) on July 16, 2026, the Sellers shall have consulted with the Consultation Parties and filed the Stalking Horse Notice designating Buyer as the Stalking Horse Bidder for the Camp Echo Sale Package and seeking approval of the Bid Protections, thereby commencing the three (3) Business Day objection period under paragraph 7 of the Bidding Procedures Order.

Consultation Parties

• The CRO consulted with (a) counsel to Mishmeret Trust Company Ltd., in its capacity as Trustee for the Debentures (Series A) and as DIP Agent, and (b) the Official Committee of Unsecured Creditors (the "Committee") in connection with its selection and negotiation of the Stalking Horse Agreement.

Assumption and Assignment

• Schedule 2.10(a) sets forth the list of Contracts designated as Assumed Contracts, together with estimated Cure Amounts; as filed, the Assumed Contract List is "None."
• From the date of the Agreement until two (2) days prior to 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 the sum of Cure Amounts and non-debtor counterparties' Administrative Claims resulting from the designation of additional Assumed Contracts. Any Contract designated for exclusion and rejection shall constitute an "Excluded Contract" as of the Closing Date.
• The allowed Cure Amounts necessary to cure monetary defaults under the Assumed Contracts shall be paid by Buyer at the Closing as part of the Purchase Price.
• Sellers shall use commercially reasonable efforts to obtain an order of the Court assigning the Assumed Contracts to Buyer (the "Assumption Approval"), and shall use commercially reasonable best efforts to transfer or assist in obtaining reissuance of all Permits necessary to own and operate the Camp (including New York State Department of Health children's-camp, food-service, and swimming-pool/bathing-beach permits and all water, septic, and dam registrations), cooperating with Buyer for a period of 120 days following the Effective Date.
• Buyer, as of the Closing, will be capable of satisfying the adequate assurance conditions under sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assumed Contracts.

Sale Free and Clear & Successor Liability

• The Parties intend to effectuate the Transaction through a sale of the Acquired Assets pursuant to Sections 105(a), 363, 365, 503, and 507 of the Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.
• The Sale Order shall authorize the sale of the Acquired Assets free and clear of all Liabilities and Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) pursuant to Section 363(f), find that Buyer has acted in good faith and is a good faith purchaser entitled to the protections of Section 363(m), and approve the assumption and assignment of the Assumed Contracts pursuant to Section 365.
• Sellers will not comply with the provisions of any bulk transfer Laws; the Parties intend that, pursuant to Section 363(f), the transfer shall be free and clear of any Encumbrances, including any arising out of bulk transfer Laws.
• Except as expressly provided, Buyer does not assume, and shall have no liability for, any Excluded Liability, and shall not be a successor to Sellers by reason of the Transaction.

Environmental Matters

• To the Knowledge of Sellers, Sellers have not received, within the last year, any outstanding written notice from any Governmental Authority of a violation of environmental Laws with respect to the Real Property.
• Buyer may conduct, at its expense, a Phase I environmental site assessment together with inspection and testing of the well, water, and septic systems, to be conducted only on or after seven days prior to the conclusion of the 2026 Camp Season (and not otherwise while the Camp is in session without Sellers' prior written consent).
• Sellers shall have no obligation or liability for investigation, removal, or remediation costs associated with any condition identified in a Phase I assessment. With respect to any lead contamination in a source water well exceeding the governmental recommended safe limit for drinking water, the first $500,000 in total costs of investigation, removal, and remediation shall be paid equally (50% each) by the Debtors' estate and Buyer, and any amount in excess of $500,000 shall be borne exclusively by Buyer; one-half of the estimated costs, up to a total of $250,000 (the "Cap"), shall be a credit against the Purchase Price at Closing.

Employee Matters

• Schedule 6.11 lists all Employment Contracts of the Sellers relating to the Camp Business, consisting of the Employment Agreement between Shab Operating Inc. and Jeffrey Grabow, dated October 4, 2013.
• None of the Employment Contracts is an Assumed Contract; each Employment Contract is rejected pursuant to Section 365 of the Bankruptcy Code effective as of the Closing, and the Sale Order shall so provide.
• Buyer does not assume, and shall have no Liability for, any Employment Contract or any obligation to any current or former employee, officer, director, or independent contractor of the Sellers. Buyer has no obligation to offer employment to any person; any offer Buyer elects to make shall be made as a new employer on an at-will basis.

Tax Matters

• All Transfer Taxes shall be borne by Buyer, provided that the Parties shall cooperate in good faith to minimize such Taxes and to avail themselves of any available exemptions, including under Section 1146(a) of the Bankruptcy Code.
• Within thirty (30) 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 and the Treasury Regulations thereunder.

Closing

• The Closing shall take place on the date that is five (5) Business Days after the last day of the 2026 Camp Season, it being the Parties' intention that the Closing occur only after the conclusion of the 2026 Camp Season (which comprises the months of June, July, and August of calendar year 2026), subject to the satisfaction or waiver of the conditions set forth in Article VIII.
• Conditions to Closing include, among others: no Governmental Authority shall have entered any Law or Order enjoining the Transaction; the Court shall have entered the Sale Order as a Final Order (not reversed, stayed, or materially and adversely modified); no Material Adverse Effect shall have occurred; and the Court shall have entered the Bidding Procedures Order.

Termination

• The Agreement may be terminated prior to Closing, among other circumstances, by mutual written consent; by Buyer if the Closing has not occurred by the Outside Date (and by Sellers on that ground only if the failure to close was principally caused by Buyer's uncured breach); by a non-breaching party upon an uncured breach; by Buyer upon a Material Adverse Effect; upon the Sellers' consummation of an Alternative Transaction in which Buyer is not designated as the Back-Up Bid (subject to the Sellers' obligation to pay the Bid Protections); if the Bankruptcy Cases are dismissed or converted to Chapter 7 or a trustee is appointed; or if the Court enters an Order authorizing an Alternative Transaction with a person other than Buyer.
• Buyer may also terminate if the Sellers fail to satisfy the "Stalking Horse Designation" requirements by 4:00 p.m. (prevailing Eastern Time) on July 16, 2026; if Buyer's designation as Stalking Horse Bidder and the Bid Protections are not approved on or before 4:00 p.m. (prevailing Eastern Time) on July 21, 2026 (or a Stalking Horse Objection is sustained); or if the Court has not entered a Sale Order approving the sale on or before August 11, 2026 (the date that is five (5) Business Days after the Sale Hearing scheduled for August 4, 2026).

Post-Closing Arrangements

• From and after the Closing, Buyer may announce and publicize its acquisition of the Acquired Assets and its operation of a camp at the site under a new name, in each case without Sellers' prior consent. The Parties acknowledge that Buyer does not intend to continue the 2026 Camp Season operation under the existing brand, and Sellers shall have no obligation to maintain, enroll, or re-enroll campers for Buyer's benefit.

Governing Law

• The Agreement is governed by the laws of the State of New Jersey. The Parties irrevocably consent to the exclusive jurisdiction of the Bankruptcy Court or, only if the Bankruptcy Case has been closed, the courts of the State of New Jersey.

Key Dates

• Bidding Procedures Order Entered: June 26, 2026
• Stalking Horse Designation Deadline: July 16, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Bid Protections / Stalking Horse Designation Objection Deadline: Tuesday, July 21, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Hearing: August 4, 2026 (as scheduled under the Bidding Procedures Order)
• Sale Order Entry Deadline: August 11, 2026
• Outside Date: the later of (i) August 30, 2026 and (ii) the date that is thirty (30) days after entry of the Sale Order
• Closing: five (5) Business Days after the last day of the 2026 Camp Season

Mohawk Day Camp Stalking Horse Designation Summary

Parties Involved

• Sellers: Mohawkcampco LLC, Mohawkland LLC, and Mohawk Country Day School, Inc., each acting through its Chief Restructuring Officer, Asaf Ravid. The assets to be sold comprise the Mohawk Day Camp and the Mohawk Country Day School.
• Buyer: Grandview Ventures Group, LLC, a Delaware limited liability company, as the Stalking Horse Bidder, acting through David Zaslav, Manager.
• Following an engagement by counsel for the SIMAD Debtors, the Debtors' proposed investment banker, SSG Capital Advisors, LLC, and the CRO with numerous parties to attain the highest or otherwise best value for the assets, the SIMAD Debtors and the CRO determined to move forward with Grandview Ventures Group, LLC as Stalking Horse Bidder and, subject to Court approval, executed the Stalking Horse Agreement.

Assets Being Sold

• The Acquired Assets consist of all of the Sellers' assets, rights, and properties of every nature, kind, and description (tangible or intangible, including goodwill), whether now existing or hereafter acquired, that are related to, used, or held for use in connection with the Camp Business as of the Closing (subject to the Excluded Assets and to Buyer's right to remove any Acquired Asset prior to Closing), including, among other things:
  • All Accounts Receivable and other rights to receive or recoup amounts owed with respect to the Camp Business or the Acquired Assets;
  • All Inventory, together with supplies and materials on order as of the Closing;
  • All deposits (including customer deposits, security deposits, and deposits for the 2027 Camp Season received or pledged on behalf of a Camper) and other prepaid charges and expenses;
  • All Assumed Contracts;
  • All Intellectual Property owned or used by Sellers, together with all associated goodwill;
  • All machinery (including vehicles, boats, buses, vans, and trailers) and equipment (including IT, recreational, teaching, athletic, educational, and food service equipment), as well as tools, parts, furniture, and fixtures;
  • All Records related to the Camp Business, the Acquired Assets, or the Assumed Liabilities;
  • All Permits, including, to the extent transferable, the accreditation rights and status associated with the Camp Business;
  • The Owned Real Property and the Leased Real Property; and
  • Any other assets, properties, and rights listed on Section 2.01(t) of the Schedules.
• The Owned Real Property includes 200 Old Tarrytown Road, White Plains, NY 10603 (Town of Greenburgh, Westchester County, New York), consisting of two contiguous parcels totaling approximately 38.77 acres owned in fee simple by Mohawkland LLC (Section 7.420, Block 238, Lots 23 and 24), currently used as Mohawk Day Camp.
• Notwithstanding the foregoing, Buyer may, from time to time, remove any Acquired Asset in its sole and absolute discretion until the Closing.
• Excluded Assets include, among other items, the Sellers' organizational documents; all Contracts other than the Assumed Contracts; the Excluded Claims; certain confidential personnel and medical Records; all cash and cash equivalents of Sellers; all tax records; and all Records solely related to the Excluded Assets.

Assumed and Excluded Liabilities

• The Assumed Liabilities consist of the following Liabilities of Sellers:
  • Any Liabilities under the Assumed Contracts to the extent arising from and after the Closing Date;
  • Any Liabilities for Periodic Taxes apportioned to Buyer and any Liabilities for Transfer Taxes for which Buyer is responsible;
  • Any Liabilities arising out of the operation of the Camp Business from and after the Closing; and
  • All Cure Amounts relating to the assumption and assignment of the Assumed Contracts to Buyer.
• The Excluded Liabilities include any Liability relating to an Excluded Asset or for Excluded Taxes; any Liability arising from a breach, default, or violation by Sellers prior to the Closing Date (other than Cure Amounts); any Liability relating to a rejected executory contract or unexpired lease; and any other Liabilities not specifically included in the Assumed Liabilities.

Stalking Horse Bid

• The aggregate Purchase Price is comprised of:
  • $68,000,000 in cash (the Cash Payment);
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Stalking Horse Agreement provides for a good-faith cash deposit in the amount of $6.8 million.

Bid Protections

• Break-Up Fee: 3.0% of the Cash Payment (i.e., $2,040,000), payable to Buyer in the event the Agreement is terminated under specified provisions and Sellers consummate an Alternative Transaction.
• Expense Reimbursement: the reasonable and documented out-of-pocket costs and expenses incurred by Buyer, not to exceed 1.0% of the Cash Payment (i.e., $680,000).
• Both the Breakup Fee and the Expense Reimbursement are to be treated as allowed administrative expense claims against Sellers under sections 503 and 507(b) of the Bankruptcy Code, and the parties acknowledge that such amounts are not a penalty but rather represent liquidated damages.

Good Faith Deposit

• Simultaneously with or within one Business Day of execution of the Agreement, Buyer shall deposit with the Escrow Agent an amount equal to ten percent (10%) of the Cash Payment (the Deposit), to be held in an interest-bearing account.
• To the extent the purchase price is modified at or prior to the Auction, or Buyer becomes the Successful Bidder or the Back-Up Bidder, Buyer shall pay an additional amount into the Escrow Fund within two business days of the Auction such that the Deposit equals 10% of the proposed purchase price.
• If the Agreement is terminated for any reason other than by Sellers pursuant to Section 9.01(e), the Deposit (together with interest earned thereon) will be returned to Buyer within five Business Days. If terminated by Sellers pursuant to Section 9.01(e), the Deposit will be released to Sellers as liquidated damages, constituting Sellers' sole and exclusive remedy, except in the case of Buyer's fraud or willful misconduct.
• The Escrow Agent is Flagstar Bank, or such other escrow agent as mutually agreed in writing between the Parties.

Auction Details

• If the Bid Procedures Order provides for an Auction and one or more Qualified Bids are received by Sellers, Sellers shall conduct the Auction in accordance with the Bid Procedures Order.

Assumption and Assignment of Contracts

• The Assumed Contract List (Section 2.10(a) of the Schedules) sets forth all Contracts designated by Buyer to be included as Assumed Contracts, together with estimated Cure Amounts for each. The scheduled contracts include camp and school registration agreements and various transportation and service agreements, each with a listed Cure Amount of $0.
• At the Closing, Sellers shall assign the Assumed Contracts to Buyer pursuant to sections 363 and 365 of the Bankruptcy Code, and the allowed Cure Amounts necessary to cure monetary defaults shall be paid by Buyer in connection with and upon the assignment.
• From the date of the Agreement until the earlier of (x) entry of an order confirming Sellers' plan of reorganization or liquidation and (y) 30 days following the Closing, Buyer may make additions and deletions to the Assumed Contract List by written notice, subject to Buyer's payment of any net increase in Cure Amounts resulting from additional designations.

Sale Free and Clear & Successor Liability

• Subject to entry of the Sale Order, Sellers have good, marketable, and valid title to, or a valid leasehold interest in, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
• The Sale Order is to, among other things, approve the sale free and clear of all Encumbrances (other than Permitted Encumbrances); find that Buyer is a "good faith" purchaser within the meaning of section 363(m); find that Buyer is not a successor to any Seller and has no liability for any Excluded Liability; find that the consideration constitutes reasonably equivalent value and fair consideration; and provide that no "bulk sales" or "bulk transfer" laws shall apply.
• Except as expressly provided in the Agreement, Buyer does not assume and shall have no liability for any Excluded Liability, and Buyer is not, and shall not be, a successor to Sellers by reason of any theory of law or equity.
• The Acquired Assets are being sold on an "AS IS, WHERE IS" basis, with all faults, with Buyer relying solely on its own investigation, analysis, and evaluation.

Employee Matters

• Prior to the Closing, Buyer (or its designee) shall offer to employ all Current Employees, with employment commencing on the Closing Date. Each such offer shall be on terms equal to, or more favorable than, the employment terms the Sellers offered to the Current Employee on the Closing Date.
• Each Current Employee who receives an offer is an "Offeree," and each Offeree who accepts prior to the Closing is a "Transferred Employee."

Tax Matters

• Transfer Taxes incurred in connection with the Agreement and the Transaction shall be borne 50% by Buyer and 50% by Sellers, with the Parties cooperating in good faith to minimize such Taxes and to avail themselves of available exemptions, including under Section 1146(a) of the Bankruptcy Code.
• Within 75 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 and the Treasury Regulations thereunder.

Consultation Parties

• The CRO consulted with (a) counsel to Mishmeret Trust Company Ltd., in its capacity as Trustee for the Debentures (Series A) and as DIP Agent, and (b) the Official Committee of Unsecured Creditors, in connection with its selection and negotiation of the Stalking Horse Agreement.

Remedies

• If the Agreement is terminated by Sellers pursuant to Section 9.01(e) due to Buyer's breach or failure to perform, or if Buyer fails to consummate the Closing when all conditions 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.

Key Dates

• Petition Date: June 4, 2026 and June 5, 2026 (Case No. 26-16388 (CMG), jointly administered, U.S. Bankruptcy Court for the District of New Jersey)
• Effective Date of Stalking Horse Agreement: July 15, 2026
• Objection Deadline (Bid Protections / Stalking Horse Bidder designation): July 20, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Order Entry Deadline: August 11, 2026 (Buyer may terminate if the Sale Order is not entered on or prior to this date)
• Inside Date: the earlier of (i) the date on which Buyer receives valid transfer or replacement of the specified Permits and (ii) August 21, 2026
• Outside Date: August 28, 2026 (subject to extension by mutual written agreement of the Parties)

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 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

Island Lake Camp Sale Summary

On July 26, 2026, the SIMAD Debtors filed a Notice of Filing of Stalking Horse Bidder and Stalking Horse Asset Purchase Agreement, designating CMAO, LLC as the Stalking Horse Bidder for the assets comprising Island Lake Camp and seeking approval of the associated Bid Protections. The Debtors commenced their jointly administered chapter 11 cases on June 4, 2026 and June 5, 2026 under Case No. 26-16388 (CMG) in the U.S. Bankruptcy Court for the District of New Jersey. The Parties intend to effectuate the Transaction as a sale of the Acquired Assets pursuant to sections 105(a), 363, 365, 503 and 507 of the Bankruptcy Code, with each Party's willingness to consummate the Transaction subject to, among other things, entry of the Sale Order.

Parties Involved

• Sellers: Island Lake Landco LLC and Island Lake Campco LLC (two of the jointly administered SIMAD Debtors; the other SIMAD Debtors are not sellers under the Agreement)
• Buyer / Stalking Horse Bidder: CMAO, LLC, a Pennsylvania limited liability company
• After counsel to the SIMAD Debtors, the Debtors' proposed investment banker, SSG Capital Advisors, LLC, and the Debtors' Chief Restructuring Officer, Asaf Ravid (the "CRO"), engaged with numerous parties to attain the highest or otherwise best value for the Island Lake Camp assets, the SIMAD Debtors and the CRO determined to move forward with CMAO, LLC as Stalking Horse Bidder and, subject to Court approval, executed the Stalking Horse Agreement.
• Buyer represents that it is a "good faith" purchaser as such term is used in the Bankruptcy Code, and that it has, and at Closing will have, immediately available funds sufficient to pay the Cash Payment and all other amounts payable by Buyer and to consummate the Transaction.

Consultation Parties

• In connection with its selection and negotiation of the Stalking Horse Agreement, the CRO consulted with (a) counsel to Mishmeret Trust Company Ltd., in its capacity as Trustee for the Debentures (Series A) and as DIP Agent, and (b) the Official Committee of Unsecured Creditors (the "Committee") (collectively, the "Consultation Parties").

Assets Being Sold

• At Closing, Sellers will sell, assign, transfer, convey, and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances) and other than the Excluded Assets, all of the Sellers' assets, rights, and properties 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.
• The Acquired Assets include, among other things:
  • To the extent transferable, all bank operating accounts of the Camp, together with all cash and cash equivalents of Sellers as of the Closing;
  • All Accounts Receivable and all Inventory of Sellers as of the Closing;
  • All deposits and other prepaid charges and expenses received on or before the Closing Date, which Buyer is entitled to retain;
  • All Assumed Contracts assumed by and assigned to Buyer under Section 2.10;
  • All Intellectual Property owned by Sellers and Sellers' rights to use other Intellectual Property, together with associated goodwill;
  • All machinery (including vehicles, boats, buses, vans, maintenance vehicles and trailers) and equipment (including IT, recreational, teaching, athletic, educational, and dining/food service equipment), as well as tools, supplies, parts, furniture and fixtures;
  • All computer hardware and transferable software licenses used to operate the Camp Business;
  • The Owned Real Property and the Leased Real Property;
  • All Records related to the Acquired Assets, Assumed Liabilities, and the Camp Business, including camper and student records, alumni records, infirmary records, and program records, in each case to the extent transferable or capable of being made available under applicable Law;
  • Rights to use camp, camper and employee photographs, yearbooks, and records relating to the history and memorabilia of the Camp Business;
  • All goodwill associated with the Acquired Assets, and rights under confidentiality, noncompete, and nonsolicitation agreements with current or former employees, directors, consultants, contractors and agents;
  • The Assumed Permits set forth on Schedule 2.01(n) and, to the extent transferable, the accreditation rights and status associated with the Camp Business;
  • Certain insurance proceeds (other than proceeds relating to directors' and officers' liability insurance policies) received after the Effective Date in respect of (i) loss, destruction or condemnation of Acquired Assets occurring on or after the Closing, (ii) any Assumed Liabilities, or (iii) a pre-Closing casualty affecting an Acquired Asset to the extent earmarked for, and actually used by Buyer for, the repair or restoration of that Acquired Asset;
  • Except for the Excluded Claims, all causes of action and related rights solely arising from or related to the use of the Acquired Assets in connection with the Camp Business or the Assumed Liabilities, provided that Buyer will not pursue any Bankruptcy Causes of Action against the Designated Parties other than as a defense;
  • All warranties, representations and guarantees from suppliers, manufacturers, and contractors; the right to receive mail relating to Accounts Receivable and to bill and collect for services performed but unbilled or unpaid as of the Closing;
  • All telephone and fax numbers, e-mail addresses, websites, URLs and Domain Names, together with related passwords, administrator rights, and access credentials; advertising and marketing materials; and all educational curriculum, lesson plans, training and programming materials, and operational manuals and policies relating to the Camp Business.
• Subject to entry of the Sale Order, Sellers have good and valid title to, or a valid leasehold interest in, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Excluded Assets

• The Excluded Assets include, among other items, all Contracts other than the Assumed Contracts; the Excluded Claims; all Permits other than the Assumed Permits; all Tax Records of the Sellers; all Records related to the Excluded Assets; any unused retainers paid by Sellers to third parties prior to Closing (or amounts remaining in any related escrow or similar account); and any Claims of any Seller against its directors, officers, insiders, or affiliates.

Assumed Liabilities

• At Closing, Buyer will assume and agree to pay, perform, and discharge the following Liabilities of Sellers, solely to the extent they arise out of the Acquired Assets or the Camp Business:
  • Liabilities arising under the Assumed Contracts that arise from and after, and relate to periods from and after, the Closing Date;
  • Certain Liabilities for Taxes relating to the Acquired Assets or the Camp Business (excluding Taxes personal to any equity owner of a Seller);
  • All accounts payable of Sellers for the 2026 Camp Season;
  • All accrued and unpaid amounts due to employees of Sellers for the 2026 Camp Season;
  • Certain administrative expense or priority claims in the Bankruptcy Cases related to Sellers' ordinary-course operation of the Camp Business (other than claims arising under the DIP Facility or relating to estate-retained professionals);
  • 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.
• For the avoidance of doubt, Buyer will not assume any Liability of Sellers unless expressly set forth in Section 2.03.

Excluded Liabilities

• Buyer will not assume any Liabilities of Sellers other than the Assumed Liabilities, including, among others: any Liability arising under or related to any Excluded Asset; any claim, action, suit, investigation, or proceeding against Sellers or their Affiliates (including any directors' and officers' liability claim); any Liability under any employee benefit plan or relating to current or former employees, contractors, or directors (including WARN, severance, retention, bonus, accrued vacation/PTO, COBRA, pension, workers' compensation, payroll obligations and payroll Taxes) arising on or prior to Closing, other than the pre-Closing administrative expense claims and payroll obligations expressly assumed under Section 2.03(e); any Liability arising out of any violation of Law by Sellers; 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; any Liability relating to any rejected executory contract or unexpired lease; and any other Liabilities not specifically included in the Assumed Liabilities.

Stalking Horse Bid

• The Stalking Horse Agreement provides for an aggregate Purchase Price comprised of:
  • A cash payment of $10,000,000 (the "Cash Payment");
  • The Cure Amounts; plus
  • The assumption of the Assumed Liabilities.
• The Stalking Horse Agreement provides for a good faith cash deposit of $1 million.

Good Faith Deposit

• Simultaneously with execution of the Agreement, Buyer is to deposit with the Escrow Agent (Flagstar Bank, or such other escrow agent as the Parties mutually agree in writing), by wire transfer, an amount equal to ten percent (10%) of the Cash Payment (the "Deposit"), to be held in an interest-bearing account.
• If the purchase price is modified at or prior to the potential Auction, or if Buyer is the Successful Bidder or the Back-Up Bidder, Buyer will deposit an additional amount within two business days of the Auction such that the Deposit equals 10% of the proposed purchase price.
• At Closing, Buyer will pay Sellers the Cash Payment less the Deposit and accrued interest, which is released to Sellers at Closing.
• The Deposit does not constitute property of the Sellers' estates unless and until released in accordance with Section 9.03 of the Agreement, or otherwise as agreed by the Parties or required by the Bid Procedures Order. To the extent of any discrepancy between the Agreement and the Bid Procedures Order, the Deposit is the "Good Faith Deposit" described in the Bid Procedures Order, and that Order controls the conditions and timing of its return.

Prepaid Amounts and Prorations

• If Buyer assumes any post-Closing obligations in respect of customer deposits, prepaid tuition, camp fees, registration payments, or other prepaid amounts received on or before the Sale Approval Date (or from and after the Sale Approval Date through the Closing Date) relating to the 2027 Camp Season (the "Prepaid Amounts"), Buyer will receive at Closing the associated cash, escrowed amounts, or a corresponding purchase price adjustment, and is entitled to retain all such Prepaid Amounts regardless of when Closing occurs.
• At least two Business Days prior to the Sale Hearing, Sellers will deliver a schedule reflecting all Prepaid Amounts as of a date no earlier than three Business Days prior to delivery. At Closing, Sellers will transfer to Buyer cash equal to the aggregate Prepaid Amounts, or Buyer will receive a dollar-for-dollar credit against the Cash Payment; Buyer is not obligated to provide services or issue refunds in respect of any Prepaid Amount for which it has not received the corresponding cash or credit at Closing.
• The Parties will also provide for customary prorations and adjustments as of the Closing Date, including with respect to real estate taxes and utilities.

Bid Protections

• The Stalking Horse Agreement contemplates the following Bid Protections:
  • Break-Up Fee: 3.0% of the Cash Payment (i.e., $300,000), payable if the Agreement is terminated pursuant to Section 9.01(f) or Section 9.01(i) and Sellers consummate an Alternative Transaction, due and payable on the first date any such Alternative Transaction is consummated;
  • Expense Reimbursement: Buyer's reasonable and documented out-of-pocket costs and expenses (including counsel and financial advisor fees), not to exceed 1.0% of the Cash Payment (i.e., $100,000), payable if the Agreement is terminated other than in specified circumstances; and
  • A $350,000 overbid requirement at the Auction.
• The Expense Reimbursement and the Breakup Fee are each treated as an administrative expense under sections 503 and 507(b) of the Bankruptcy Code, and, pursuant to the Bid Procedures Order, constitute an allowed administrative expense claim against Sellers. Each is stated to be, in addition to the return of the Deposit, liquidated damages rather than a penalty.
• The Debtors are seeking approval of the designation of the Stalking Horse Bidder and the Bid Protections, having disclosed the identity of the Stalking Horse Bidder, the amount of the Stalking Horse Bid, a copy of the Stalking Horse Agreement, and the proposed Bid Protections.

Overbid

• If an Auction is held, any initial overbid must equal or exceed the sum of (i) the Purchase Price, plus (ii) the Breakup Fee, plus (iii) the Expense Reimbursement, plus (iv) $350,000 (the "Minimum Overbid"). The setting, increase, or reduction of any Minimum Overbid thereafter remains subject to the Sellers' reasonable business judgment and the terms of the Bid Procedures Order.

Auction

• If the Bid Procedures Order provides for an Auction and one or more Qualified Bids are received, Sellers will conduct the Auction in accordance with the Bid Procedures Order.

Assumption and Assignment

• Schedule 2.10(a) (the "Assumed Contract List") sets forth all Contracts designated by Buyer as Assumed Contracts, together with estimated Cure Amounts for each. Until two days prior to Closing, Buyer may add or delete Contracts by written notice to Sellers, provided that Buyer pays any net increase in the sum of Cure Amounts and non-debtor counterparties' Administrative Claims resulting from additional assumptions (the intent being no net negative effect on the estate).
• The allowed Cure Amounts necessary to cure monetary defaults under executory Assumed Contracts will be paid by Buyer at Closing as part of the Purchase Price.
• Sellers will use commercially reasonable efforts to obtain a Bankruptcy Court order assigning the Assumed Contracts to Buyer (the "Assumption Approval"); where Court-ordered assignment is unavailable, the Parties will use commercially reasonable efforts to obtain necessary consents, with Buyer paying any applicable Cure Amounts. Buyer represents that, as of Closing, it will be capable of satisfying the adequate assurance conditions of sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code.

Sale Free and Clear & Successor Liability

• The Transaction is intended to be consummated pursuant to sections 363 and 365 of the Bankruptcy Code, with the Sale Order to contain customary findings supporting the transfer of the Acquired Assets free and clear of all Encumbrances and claims, the assumption and assignment of the Assumed Contracts, the good faith of Buyer under section 363(m), and the absence of successor liability of Buyer.
• Among other provisions, the Sale Order is to provide that: Buyer is a good-faith purchaser under section 363(m); the transfer is free and clear of all Encumbrances, claims, and interests to the fullest extent permitted by section 363(f); Buyer is not a successor to Sellers and has no liability for any Seller obligation (including under any theory of antitrust, environmental, successor, or transferee liability, labor law, de facto merger, or substantial continuity); the Assumed Contracts are validly assumed and assigned under section 365 with adequate assurance of future performance; Buyer has no liability for any Excluded Liability; the consideration constitutes reasonably equivalent value and fair consideration; the Parties did not engage in conduct allowing the Agreement to be set aside under section 363(n); the Sale Order is effective immediately upon entry notwithstanding Bankruptcy Rules 6004(h) and 6006(d); and no "bulk sales" or "bulk transfers" laws apply.
• Buyer will not oppose, and Sellers will not take action that would reasonably be expected to result in, the reversal, modification, or vacatur of the Bid Procedures Order or the Sale Order, and each Party will use commercially reasonable efforts to defend against any objection or appeal.
• Except as expressly provided, Buyer does not assume, and has no liability for, any Excluded Liability, and is not, and shall not be, a successor to Sellers by reason of any theory of law or equity; the Parties will use commercially reasonable efforts to cause the Sale Order to provide for these protections.

Tax Matters

• All Transfer Taxes incurred in connection with the Agreement and the Transaction (excluding income or gains Taxes) will be borne and paid 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) of the Bankruptcy Code, if applicable.
• At Closing, the Parties will agree on an allocation of a portion of the Cash Payment among the real property being acquired for Transfer Tax purposes. Within 45 days after Closing, Buyer will prepare and deliver a schedule allocating the Purchase Price among the Acquired Assets in accordance with section 1060 of the Code.
• Buyer is entitled to deduct and withhold amounts required under the Code or applicable Tax law, and all such withheld amounts are treated as delivered to Sellers.

Employee Matters

• Prior to Closing, Buyer may, in its sole discretion, offer employment (effective as of the Closing Date) to such Current Employees as it determines (each an "Offeree," and each who accepts prior to Closing, a "Transferred Employee"); Buyer is not required to offer employment to any Current Employee or to provide any particular level of compensation or benefits. Each Current Employee who is not a Transferred Employee is an "Excluded Employee."
• Unless otherwise agreed, Sellers will process and pay base wages, salary and benefits due on or prior to the Closing Date for all employees, other than the pre-Closing administrative expense claims and payroll obligations assumed by Buyer under Section 2.03(e), and will withhold and remit applicable payroll taxes through the Closing Date. Buyer will process and pay the assumed pre-Closing obligations under Section 2.03(e) and post-Closing wages, salary and benefits for Transferred Employees.
• Sellers will provide reasonable cooperation and information to Buyer regarding terms of employment for Offerees and, upon request, information regarding Health Plans or other group health coverage maintained for Current Employees.

Camp Matters

• From the effective date of the Agreement until the Closing Date, Sellers will, among other things: operate the Camp Business substantially as traditionally operated and in accordance with 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; not refuse attendance to any prospective Camper willing to pay full Tuition; utilize the same techniques and methods to enroll prospective campers; and not materially change tuition, discounts, promotional activity, or enrollment criteria without Buyer's prior written consent. Sellers will also operate the off-season operations included in the Camp Business substantially as traditionally operated.

Closing

• The Closing will take place remotely, on the date that is three Business Days after satisfaction or waiver of all conditions in Article VIII and the conclusion of the 2026 Camp Season; in no event will the Closing occur while the 2026 Camp Season is in session.
• Sellers' deliverables include a bill of sale, an assignment and assumption agreement, officer's and secretary's certificates, non-foreign affidavits, certified copies of the Sale Order and Bid Procedures Order, IRS Forms W-9, a special warranty deed for each parcel of Owned Real Property, and all passwords, administrator credentials, and access information for the digital assets included in the Acquired Assets. Buyer's deliverables include the Cash Payment (less the Deposit and interest), an assignment and assumption agreement, and officer's and secretary's certificates.

Conditions to Closing

• The obligations of both Parties are conditioned on, among other things, the absence of any Law or Order enjoining the Transaction and entry of the Sale Order as a Final Order not reversed, stayed, modified, or amended in any manner materially adverse to Buyer without its consent.
• Buyer's obligations are additionally conditioned on the accuracy of Sellers' representations and warranties, Sellers' performance of covenants, the absence of a Material Adverse Effect since the date of the Agreement, delivery of Sellers' closing items, and entry of the Bid Procedures Order (not reversed, stayed, modified, or amended in any manner materially adverse to Buyer). Sellers' obligations are additionally conditioned on the accuracy of Buyer's representations and warranties, Buyer's performance of covenants, and delivery of Buyer's closing items.

Termination and Remedies

• The Agreement may be terminated prior to Closing, among other circumstances: by mutual written consent; by either Party if Closing has not occurred by the Outside Date; by Buyer or Sellers for uncured breaches by the other; by Buyer upon a Material Adverse Effect; by either Party if, following completion of the Auction, Buyer is not the Successful Bidder or Back-Up Bidder; upon a permanent, non-appealable Order prohibiting the Transaction; by Buyer upon specified adverse bankruptcy events (including dismissal or conversion to Chapter 7, appointment of a trustee, or an order sustaining a Stalking Horse Objection); if the Bankruptcy Cases are dismissed or converted or a trustee is appointed; upon an Order authorizing (or Sellers' consummation of) an Alternative Transaction; and by Buyer if the Sale Order does not contain provisions reasonably acceptable to Buyer implementing the contemplated protections, including free and clear transfer, no successor liability, and section 363(m) good-faith findings.
• Where Buyer has been designated the Successful Bidder (or deemed Successful Bidder as Back-Up Bidder) and the Agreement is terminated by Sellers due to Buyer's breach or failure to close when all conditions have been satisfied or waived, Sellers' sole and exclusive remedy (absent fraud or willful misconduct) is to retain the Deposit as liquidated damages. Where the Agreement is terminated other than for Buyer's breach and Buyer is entitled to return of the Deposit, that return constitutes Buyer's sole and exclusive remedy against Sellers (absent fraud or willful misconduct). In no event will any Party be liable for punitive, exemplary, special, incidental, consequential, or indirect damages.

Key Dates

• Petition Dates: June 4, 2026 and June 5, 2026
• Stalking Horse Agreement / APA Dated: July 26, 2026
• Objection Deadline (Bid Protections and Stalking Horse Bidder designation): Wednesday, July 29, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Sale Order Entry Deadline: no later than August 11, 2026
• Closing: three Business Days after satisfaction or waiver of all closing conditions and the conclusion of the 2026 Camp Season (and in no event while the 2026 Camp Season is in session)