Simply Interior Homes - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sellers: The Debtors, comprising Simply Interior Homes, LLC; Simply Interior Homes AcquisitionCo, LLC; SIH Beckham Buyer, LLC; SIH-HSD Holdings, LLC; SIH-BB Holdings, LLC; SIH-DMD Holdings, LLC; and SIH-SR Holdings, LLC.
• The Debtors filed Chapter 11 in the District of Delaware on June 8, 2026 and moved the same day for approval of bidding procedures and the sale [Docket No. 12]; the Court entered the Bidding Procedures Order on June 23, 2026 [Docket No. 111].
• The Debtors are authorized, but not required, to designate a Stalking Horse Bidder in accordance with the Stalking Horse Designation Procedures.
• Sales agent / investment banker: Rock Creek Advisors, LLC (James Gansman, Brian Ayers, and Timothy Peach).
• Counsel for the Debtors: Goodwin Procter LLP and Potter Anderson & Corroon LLP.

Assets Being Sold

• The Debtors intend to sell all, substantially all, or a portion of their assets (the "Assets"). The ability to undertake and consummate a sale is subject to competitive bidding and Court approval.
• In addition to any Stalking Horse Bid, the Debtors will consider bids for the Assets from other parties. The Bidding Procedures are designed to maximize the value of the proceeds of the sale of all, substantially all, or a portion of the Assets.

Due Diligence

• To participate as a "Prospective Bidder," a party must deliver to the Debtors: (a) documentation identifying the Prospective Bidder, its principals, and the representatives authorized to act on its behalf; (b) an executed confidentiality agreement in form and substance satisfactory to the Debtors; (c) a statement and factual support demonstrating, in the Debtors' and their advisors' sole judgment, a bona fide interest in purchasing some or all of the Assets; and (d) preliminary proof of its financial capacity to close (which may include current unaudited or verified financial statements or verified financial commitments), the adequacy of which the Debtors and their advisors will determine in their sole judgment.
• Upon execution of a valid confidentiality agreement, and subject to the limitations and guidelines in the Bidding Procedures, the Debtors may grant a Prospective Bidder that they identify as reasonably likely to become a Qualified Bidder access to information to conduct due diligence regarding the potential acquisition of some or all of the Assets.
• If a Prospective Bidder is (or is affiliated with) a competitor of the Debtors, the Debtors may determine, in consultation with the Consultation Parties, not to disclose any trade secrets or proprietary information unless the executed confidentiality agreement is satisfactory to the Debtors and contains provisions sufficient to ensure such information will not be used for an improper purpose or to gain an unfair competitive advantage.
• If the Debtors determine, after consulting with the Consultation Parties, that a Prospective Bidder is unlikely to qualify, or fails to qualify, as a Qualified Bidder, such bidder shall have no further right to access due diligence or other non-public information and must return or destroy any non-public information in accordance with its confidentiality agreement.
• The Debtors will use reasonable efforts to accommodate all reasonable requests for additional information and due diligence access, with all such requests directed to Rock Creek Advisors, LLC.

Stalking Horse Agreement

• The Stalking Horse Designation Procedures are approved, and the Debtors are authorized to seek approval of a Stalking Horse Agreement with a Stalking Horse Bidder and to provide Bid Protections in accordance with those procedures.
• Subject to the Bidding Procedures Order, in consultation with the Consultation Parties and with the express consent of the DIP Lenders, the Debtors may designate a Stalking Horse Bidder that submits a Qualified Bid acceptable to the Debtors and enter into a Stalking Horse Agreement, subject to higher or otherwise better offers at the Auction, no later than July 1, 2026, at 4:00 p.m. (prevailing Eastern Time).
  • This deadline may be extended by the Debtors after consultation with the Consultation Parties; provided that any extension of more than seven days is subject to the express consent of the DIP Lenders and the rights of the Creditors' Committee.
• Without the need for any further action, any Stalking Horse Bidder is a Prospective Bidder and a Qualified Bidder.

Credit Bid

• Subject in all respects to the Bankruptcy Code, other applicable law, and the satisfaction in cash or assumption of claims secured by senior liens (if any), the DIP Lenders and Prepetition Lenders may, at the direction or with the consent of the DIP Lenders and Prepetition Lenders, respectively, credit bid all or any portion of the DIP Obligations, Prepetition Secured Obligations, and Adequate Protection Claims pursuant to section 363(k) of the Bankruptcy Code. Any such credit bid shall be deemed a Qualified Bid, and the DIP Lenders and Prepetition Lenders shall each be a Qualified Bidder in connection with such Credit Bid, without the need to provide any Deposit.
• Any credit bids of Roll-Up Loans or Prepetition Secured Obligations made prior to the expiration of the Challenge Period shall be subject to Challenge as set forth in the DIP Order. In the event of a successful Challenge, the portion of any Credit Bid subject to such successful Challenge shall, if the bid including such Credit Bid is determined to be the Successful Bid, be paid in cash.
• If the amount, validity, perfection, enforceability, priority, or extent of any liens or claims of the Prepetition Lenders or DIP Lenders is subject to a Challenge (or a pending motion seeking standing to file one), the DIP Lenders and Prepetition Lenders, as applicable, (i) shall not be obligated to close until such Challenge is resolved in its entirety to their satisfaction, and (ii) may, with the consent of the Debtors, modify the terms of the bid prior to the Sale Hearing, including the structure or amount of the credit bid.
• Nothing in the Bidding Procedures Order authorizes the Debtors to propose or award any Bid Protections related to a credit bid.
• Nothing in the Bidding Procedures Order shall prejudice the rights of ITS Logistics LLC, all of whose rights are expressly reserved, including, without limitation, to submit a Credit Bid.

Bid Protections

• The Debtors, in consultation with the Consultation Parties, may seek approval of one or more Bid Protections, including break-up fees and/or reimbursement of documented, actual, and necessary expenses incurred by any Stalking Horse Bidder.
• Absent further order of the Court, any Stalking Horse Agreement shall limit the proposed Bid Protections, if any, to a "break-up fee" of up to an aggregate of three percent (3%) of the total cash consideration offered in any Stalking Horse Bid; provided that no Bid Protections in any amount are being approved at this stage, and any such approval is subject to further order of the Court.
• To the extent the Debtors, with the consent of the Consultation Parties, determine to offer Bid Protections, they shall disclose them in the Stalking Horse Bidder Notice to be filed on or before July 1, 2026, which, if filed, shall include a copy of the Stalking Horse Agreement, a Bid Protections Declaration, and a proposed form of Bid Protections Order.
  • The Stalking Horse Bidder Notice and Bid Protections Declaration shall set forth the reasons the Debtors believe the Bid Protections satisfy the requirements of section 503(b) of the Bankruptcy Code. Nothing in the Order shifts the Debtors' burden of proof that the Bid Protections are actually necessary to preserve the value of the estates under section 503(b).
  • Any Bid Protections Objection shall be filed no later than July 8, 2026, at 4:00 p.m. (Eastern Time). If a timely objection is filed, the Debtors will schedule a hearing, to be held on or before July 16, 2026, subject to the Court's availability; absent any timely objection, the Court may enter the Bid Protections Order without further hearing.
• Other than any Bid Protections approved by the Court in connection with a Stalking Horse Bid, no bidder or other party shall be entitled to any termination or "break-up" fee, expense reimbursement, or other bidding protection in connection with the submission of a bid or participation in the Auction or Sale Process.

Bid Deadline

• Any Prospective Bidder that intends to participate in the Auction must submit a Qualified Bid (including any Credit Bid) in writing to Rock Creek and the Bid Notice Parties on or before July 27, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Bid Deadline").
• The Debtors shall promptly provide a copy of each bid to each of the Consultation Parties, in no event later than twenty-four hours after receipt of the applicable bid.

Bid Requirements

• To qualify as a "Qualified Bid," a bid must be in writing and, among other requirements:
  • Fully disclose the legal identity of each person or entity bidding for, sponsoring, financing, or participating in the bid, and any past or present connections or agreements with the Debtors, any Stalking Horse Bidder, any other known Prospective or Qualified Bidder, the Prepetition Secured Parties, the DIP Secured Parties, or any officer or director of the foregoing.
  • Identify the Assets to be purchased, including any Contracts proposed to be assumed and assigned, and the liabilities, if any, to be assumed (including any debt).
  • Confirm that the bid is based on an all-cash offer or, if it includes non-cash consideration, include an analysis or description of the value of such components, with supporting documentation.
  • Constitute an irrevocable offer in the form of a Proposed Asset Purchase Agreement that is duly authorized and executed; based on, and marked against, the Form APA provided by the Debtors (or the Stalking Horse Agreement, if designated); specify the proposed purchase price in U.S. dollars; and identify any Contracts to be assumed and assigned.
  • Include evidence of the Prospective Bidder's financial capability and wherewithal to consummate the transaction, as determined by the Debtors in their sole discretion.
  • Include a written acknowledgement that the Assets will be conveyed "as is, where is, with all faults," with limited representations and warranties and no indemnification or guarantees by the Debtors, and that the bidder relied solely upon its own independent review and investigation.
  • Include evidence of authorization and approval from the bidder's board of directors (or comparable governing body) or, if the bidder is an entity formed for the proposed transaction, written evidence acceptable to the Debtors of authorization and approval by its equity holder(s).
  • Include Adequate Assurance Information evidencing the bidder's (or any relevant assignee's) ability to comply with section 365 of the Bankruptcy Code, in a form permitting immediate dissemination to Contract Counterparties.
  • State that the bidder agrees to serve as a Backup Bidder if its bid is selected as the next highest or next best bid after the Successful Bid; represent that the bid is a binding, good-faith, bona fide, and irrevocable offer not conditioned on further due diligence; contain no financing contingencies of any kind; for any bidder other than the Stalking Horse Bidder, acknowledge that it is not entitled to any bidding protection or payment; and include a covenant to comply with the Bidding Procedures and Bidding Procedures Order.
• A Qualified Bidder shall not, without the consent of the Debtors, modify, amend, or withdraw its Qualified Bid except to increase the purchase price or otherwise improve its terms, as determined by the Debtors in their reasonable business judgment.

Good Faith Deposit

• Each Qualified Bid must be accompanied by a Good Faith Deposit, in the form of cash, equal to ten percent (10%) of the proposed purchase price for the Assets.
• Good Faith Deposits shall be deposited no later than July 28, 2026, at 3:00 p.m. (prevailing Eastern Time) with an Escrow Agent selected by the Debtors and held in escrow until 10 business days after the conclusion of the Auction, except for the deposits of any Successful Bidder or Backup Bidder.
• To the extent a bid's purchase price is increased, the required Good Faith Deposit shall automatically increase to equal 10% of the increased purchase price, with the corresponding amount deposited into escrow within one business day.
• Within five business days after the Debtors determine which bidders qualify as Qualified Bidders, the Escrow Agent shall return the Good Faith Deposit to each Prospective Bidder that did not qualify. With the exception of the Successful Bidder's and Backup Bidder's deposits, the Escrow Agent shall return each Qualified Bidder's deposit within 10 business days after the conclusion of the Auction.
• A Qualified Bidder's Good Faith Deposit shall be forfeited if it attempts to withdraw its Qualified Bid while that bid remains binding and irrevocable. At closing, the Successful Bidder shall be entitled to a credit against the purchase price in the amount of its Good Faith Deposit.

Overbid

• Minimum Bid: If a Stalking Horse Bidder has been designated, each bid that is not a Stalking Horse Bid must have a value to the Debtors, as determined by the Debtors in consultation with the Consultation Parties, greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (a) the amount of the Bid Protections and (b) $250,000 (the "Minimum Bid Amount").
  • If a Stalking Horse Bidder is not designated, the Debtors, in consultation with the Consultation Parties, may set a minimum bid requirement as the Minimum Bid Amount, and will file a notice identifying it no later than July 20, 2026, at 5:00 p.m.
• Minimum Overbid: Bidding shall commence at the Baseline Bid, and the first overbid at the Auction shall be in an amount not less than the Baseline Bid plus $500,000 (the "Minimum Overbid"). During the Auction, the Debtors may, in their reasonable discretion and in consultation with the Consultation Parties, announce increases or reductions to Minimum Overbids at any time.

Auction Details

• If the Debtors receive more than one Qualified Bid for the Assets, they shall conduct an Auction. If any Stalking Horse Bid is the only Qualified Bid received, the Debtors will not conduct an Auction and will seek approval of such Stalking Horse Bid at the Sale Hearing.
• The Auction, if required, will be conducted on July 30, 2026, at 10:00 a.m. (prevailing Eastern Time), either at the offices of Goodwin Procter LLP, The New York Times Building, 620 8th Avenue, New York, NY 10018, or virtually, or at such other date, time, or location as designated by the Debtors after consulting with the Consultation Parties. If held, the proceedings shall be transcribed or video recorded.
• Only a Qualified Bidder that has submitted a Qualified Bid shall be eligible to participate, and must attend personally or through a duly authorized representative. The Debtors may establish a reasonable limit on the number of representatives or advisors that may appear on behalf of a Qualified Bidder. Each participating Qualified Bidder must confirm on the record that it has not engaged in collusion and that its bids are binding, good-faith, and bona fide offers.
• Prior to the Auction, the Debtors will determine, in their reasonable business judgment and in consultation with the Consultation Parties, the highest and/or best Qualified Bid (the "Baseline Bid"), at which bidding will commence. No later than July 29, 2026, at 5:00 p.m. (prevailing Eastern Time), the Debtors will provide all Qualified Bidders with a notice identifying all Qualified Bidders and the Baseline Bid, together with a copy of the Baseline Bid.
• The Auction will include open bidding in the presence of all other Qualified Bidders. After the first round and between subsequent rounds, the Debtors will announce the bid they believe to be the highest or otherwise best offer (the "Leading Bid").
• Immediately prior to the conclusion of the Auction, the Debtors will determine, in consultation with the Consultation Parties, the Successful Bid and the Successful Bidder, as well as the Backup Bid (other than any Credit Bid) and the Backup Bidder, and will notify all Qualified Bidders accordingly.
  • Except as otherwise provided in any Stalking Horse Agreement, a Backup Bid will remain binding until the earlier of (a) the first business day after the closing of the sale transaction with the Successful Bidder and (b) 30 days after the Sale Hearing (the "Backup Bid Expiration Date").
• Within one calendar day after the conclusion of the Auction, the Debtors shall file, serve on parties in interest, and publish on the Epiq Website a Notice of Auction Results identifying each Successful Bidder and Backup Bidder, including or summarizing the material terms of each bid, and setting forth the date, time, and location of the Sale Hearing.
• If the Debtors determine not to hold an Auction, they shall file, serve, and publish on the Epiq Website a notice stating that the Auction has been canceled, identifying the Successful Bidder, and providing the Successful Bid (or a summary thereof) and the details of the Sale Hearing.

Sale Objection Procedures

• All Sale Objections, including any objection to the sale of the Assets free and clear of liens, claims, interests, and encumbrances under section 363(f) of the Bankruptcy Code or to entry of any Sale Order, must be in writing, state the legal and factual bases with specificity, be filed no later than July 20, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Sale Objection Deadline"), and be served on the Objection Notice Parties.
• Following service of the Notice of Auction Results, parties may file a Supplemental Sale Objection, solely with respect to the conduct of the Auction, the Successful Bidder, the Backup Bidder, or the sale to either, no later than August 4, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Supplemental Sale Objection Deadline").
• The Debtors shall file any reply to any Sale Objection or Supplemental Sale Objection no later than August 5, 2026, at 4:00 p.m. (prevailing Eastern Time).
• Any party that fails to file and serve a timely Sale Objection or Supplemental Sale Objection shall be forever barred from asserting such objection and shall be deemed to consent to the sale for purposes of section 363(f) of the Bankruptcy Code.
• The Debtors shall file, serve, and publish the Sale Notice on the Epiq Website by no later than two business days after entry of the Order, and shall cause the Sale Notice information to be published once in the national edition of USA Today or the New York Times (or a similar publication of national circulation) no later than five business days after entry of the Order (the "Publication Notice").

Assumption and Assignment

• The Assumption and Assignment Procedures are approved as fair, reasonable, and appropriate and compliant with section 365 of the Bankruptcy Code and Bankruptcy Rule 6006. By no later than two business days after entry of the Order, the Debtors shall file, serve on applicable Counterparties, and publish on the Epiq Website the Assumption and Assignment Notice setting forth the Debtors' proposed Cure Costs.
• Any Cure Objection must be in writing, state the legal and factual bases with specificity, be filed no later than July 15, 2026, at 4:00 p.m. (prevailing Eastern Time), and be served on the Objection Notice Parties.
  • The Debtors, any Stalking Horse Bidder or Successful Bidder, and the objecting Counterparty shall first confer in good faith to resolve the Cure Objection without Court intervention. If a Cure Objection cannot be resolved, it may be heard at the Sale Hearing or, at the option of the Debtors and the Successful Bidder, adjourned to a subsequent hearing (an "Adjourned Cure Objection"), which may be resolved after the closing date.
  • If a Counterparty fails to file a timely Cure Objection, it shall be forever barred from asserting any objection regarding cure costs, and the Cure Costs in the Assumption and Assignment Notice shall be controlling and the only amount necessary to cure outstanding defaults under section 365(b) of the Bankruptcy Code.
• Qualified Bids shall be accompanied by Adequate Assurance Information, which the Debtors shall promptly provide upon a Counterparty's request. Any Adequate Assurance Objection must be in writing, state the legal and factual bases with specificity, be filed no later than August 4, 2026, at 4:00 p.m. (prevailing Eastern Time), and be served on the Objection Notice Parties.
  • The Debtors, the Successful Bidder, and the objecting Counterparty shall first confer in good faith to resolve the objection. A Counterparty that fails to file a timely Adequate Assurance Objection shall be forever barred from asserting any such objection, and the Successful Bidder shall be deemed to have provided adequate assurance of future performance under sections 365(b)(1)(C), 365(f)(2)(B), and, if applicable, 365(b)(3) of the Bankruptcy Code.
• The inclusion of a Contract or Cure Cost on any Assumption and Assignment Notice does not constitute an admission that such Contract is executory or unexpired, nor a guarantee that it ultimately will be assumed or assigned. The Debtors reserve all rights, claims, and causes of action with respect to each listed Contract.

Sale Free and Clear

• At the Sale Hearing, the Debtors will seek entry of a Sale Order authorizing the sale of the Assets free and clear of all liens, claims, interests, and encumbrances, except certain permitted encumbrances as determined by the Debtors and any Successful Bidder, with the DIP Liens, Adequate Protection Liens, Prepetition Liens, and Permitted Prior Liens (if any) to attach to the proceeds of the sale, subject to the challenge period of the DIP Order; authorizing the assumption and assignment of certain Contracts; and granting related relief.

Sale Hearing

• Consummation of the sale pursuant to a Successful Bid is subject to Court approval. The Sale Hearing will be held on August 6, 2026 (prevailing Eastern Time) before The Honorable Craig T. Goldblatt, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, located at 824 N. Market Street, Wilmington, Delaware 19801. The Debtors may seek an adjournment or rescheduling consistent with the Bidding Procedures and the Order.
• Unless the Court orders otherwise, the Sale Hearing shall be an evidentiary hearing, with no further bidding. The Debtors' presentation of a selected Qualified Bid does not constitute acceptance; the Debtors will have accepted a Successful Bid only upon Court approval at the Sale Hearing.
• If the Successful Bidder cannot or refuses to consummate the sale due to a breach or failure on its part, the Debtors may designate the Backup Bid as the new Successful Bid and the Backup Bidder as the new Successful Bidder, and are authorized, but not required, to consummate the transaction with the Backup Bidder without further order of the Court.

Consultation Parties

• Throughout the Sale Process, the Debtors and their advisors will consult with the Consultation Parties: (i) the DIP Lenders and (ii) the Creditors' Committee. The Debtors will provide the Consultation Parties with reports on the sale process, including parties contacted, buyer feedback, copies of all letters of intent, drafts of definitive agreements, and updates on proposals, and will consult on the selection of the Baseline Bid, the conduct of the Auction, any additional Auction procedures, adjourning the Auction, and selecting the Successful Bidder and Backup Bidder.
• The Debtors will not consult with or provide bids or other confidential information to any Consultation Party or any insider or affiliate of the Debtors that is an active bidder or Prospective Bidder at the applicable time. If a committee member submits a Qualified Bid, the applicable committee will maintain its consultation rights but must exclude the bidding member from related discussions and deliberations.
• The consultation rights do not limit the Debtors' discretion and do not include the right to veto any decision made in the Debtors' reasonable business judgment; provided that the Debtors may not modify any terms requiring the express consent of the DIP Lenders without their prior written consent. The Debtors may not modify the Consultation Parties' consultation rights absent further order of the Court or the consent of any affected Consultation Party.

Other Relief

• Nothing in the Order prevents the Debtors, in the exercise of their fiduciary duties, from pursuing or consummating an alternative transaction, nor obligates the Debtors to pursue or consummate any transaction with any Qualified Bidder.
• The Debtors, in consultation with the Consultation Parties, may modify the Bidding Procedures, including to extend or waive deadlines, adopt new rules disclosed to all Prospective and Qualified Bidders, or otherwise further promote competitive bidding and maximize the value of the Assets.
• All persons and entities that participate in the Auction or bid for the Assets are deemed to have consented to the core jurisdiction of the Court, waived any right to a jury trial, and consented to the entry of a final order or judgment in connection with any disputes relating to the Bidding Procedures, the Auction, or the relief granted in the Order.
• The Order is binding on and inures to the benefit of the Debtors, including any Chapter 7 or Chapter 11 trustee or other fiduciary appointed for the estates, and the Court shall retain jurisdiction over all matters arising from or related to its implementation or interpretation.

Key Dates

• Petition Date: June 8, 2026
• Bidding Procedures and Sale Motion Filed: June 8, 2026 [Docket No. 12]
• Deadline to file and serve Sale Notice and Assumption and Assignment Notice: Two business days after entry of the Bidding Procedures Order
• Deadline to designate a Stalking Horse Bidder, enter into a Stalking Horse Agreement, and file and serve a Stalking Horse Bidder Notice, Bid Protections Declaration, and proposed form of Bid Protections Order: July 1, 2026, at 4:00 p.m. ET
• Bid Protections Objection Deadline: July 8, 2026, at 4:00 p.m. ET
• Deadline to file proposed form of Sale Order: July 13, 2026
• Cure Objection Deadline: July 15, 2026, at 4:00 p.m. ET
• Sale Objection Deadline: July 20, 2026, at 4:00 p.m. ET
• Minimum Bid Amount Notice (if no Stalking Horse Bidder designated): July 20, 2026, at 5:00 p.m.
• Bid Deadline: July 27, 2026, at 4:00 p.m. ET
• Good Faith Deposit Deadline: July 28, 2026, at 3:00 p.m. ET
• Baseline Bid Notice Deadline: July 29, 2026, at 5:00 p.m. ET
• Auction (if required): July 30, 2026, at 10:00 a.m. ET
• Notice of Auction Results: One calendar day after the conclusion of the Auction
• Supplemental Sale Objection Deadline and Adequate Assurance Objection Deadline: August 4, 2026, at 4:00 p.m. ET
• Debtors' Deadline to Reply to Sale Objections and Supplemental Sale Objections: August 5, 2026, at 4:00 p.m. ET
• Sale Hearing: August 6, 2026
• Deadline to consummate approved Sale: August 21, 2026

Eclipse Brand Intellectual Property Asset Purchase Agreement Summary

Overview

• On Aug. 13, 2026, the U.S. Bankruptcy Court for the District of Delaware entered an order in the jointly administered Chapter 11 cases of Simply Interior Homes, LLC, et al., Case No. 26-10922 (CTG), approving the sale of the Debtors' Eclipse brand intellectual property free and clear of liens, encumbrances, claims and interests, approving the assumption and assignment of designated executory contracts and unexpired leases, and granting related relief.
• The Debtors solicited bids and conducted an auction in accordance with the bidding procedures approved on June 23, 2026 [Docket No. 111]. The auction, conducted in consultation with the Committee and the DIP Lenders, concluded on July 30, 2026, and the Sale Hearing was held on Aug. 10, 2026.
• A notice filed Aug. 26, 2026 attaches the executed asset purchase agreement, which revises the unexecuted version filed Aug. 10, 2026 [Docket No. 330]; a blackline against that earlier draft is attached as Exhibit B. The executed agreement is dated Aug. 11, 2026 and sets the Outside Date for closing at 11:59 p.m. prevailing Eastern time on Aug. 21, 2026 — a date that precedes the filing of the notice attaching it. The parties may modify any deadline by signed amendment, but any extension of the Outside Date requires the DIP Agent's prior written consent.
• The Debtors worked with their counsel and their sales agent, Rock Creek, to implement a process intended to maximize the value of the Purchased Assets.
• All objections and responses to the motion, the auction, the Sale Order or the relief granted therein that were not overruled, withdrawn, waived, settled or otherwise resolved were overruled and denied on the merits with prejudice. The provisions of the Sale Order are non-severable and mutually dependent, and to the extent the Sale Order is inconsistent with the asset purchase agreement or its ancillary documents, the Sale Order governs.

Parties Involved

• Sellers: Simply Interior Homes, LLC and Simply Interior Homes AcquisitionCo, LLC, each a Delaware limited liability company, signing through Chief Restructuring Officer Adam Zalev. The Sellers design, source and supply fashion bedding, window treatments, bath products, decorative textiles and related home furnishings for major retailers.
• Purchaser / Successful Bidder: Y M F Carpets, Inc., a New Jersey corporation, signing through Chief Executive Officer Yaron Shemesh.
• Backup Bidder: S. Lichtenberg & Co., Inc.
• The seven jointly administered Debtors are Simply Interior Homes, LLC (8509); Simply Interior Homes AcquisitionCo, LLC (9643); SIH Beckham Buyer, LLC (5210); SIH-HSD Holdings, LLC (5402); SIH-BB Holdings, LLC (2303); SIH-DMD Holdings, LLC (2411); and SIH-SR Holdings, LLC (1835), with a service address at 3042 Southcross Boulevard, Suite 102, Rock Hill, S.C.
• Great Rock Capital Partners Management, LLC serves as DIP Agent for lenders GRC SPV Investments, LLC and Wingspire Capital, LLC under a $15 million postpetition superpriority asset-based facility, and as administrative agent under the prepetition Credit and Guaranty Agreement dated Feb. 21, 2025 among Simply Interior Homes Intermediate, LLC, Simply Interior Homes AcquisitionCo, LLC, Simply Interior Homes, LLC and the guarantors party thereto, with the same two lenders.
• Epiq Corporate Restructuring, LLC acts as escrow agent for the deposit.
• All rights, duties and obligations of the Purchaser may be assigned to a designee, including an affiliate or a special purpose entity organized for the purpose, and the Sellers must execute instruments of transfer directly in the name of any such designee; the Purchaser nonetheless remains primarily and irrevocably responsible for full performance of its duties and obligations notwithstanding any designation.
• The Purchaser is not an affiliate or insider of the Debtors as defined in section 101 of the Bankruptcy Code, and no common identity of incorporation, director or stockholder existed or will exist between the Purchaser and the Debtors immediately prior to or after the closing date.

Assets Being Sold

• The Purchased Assets consist solely of the Acquired Intellectual Property and expressly identified ancillary assets solely related thereto, conveyed free and clear of liens and claims other than the Assumed Liabilities. The Purchaser is not acquiring any inventory, accounts receivable, customer orders, customer obligations, employees, business operations or other assets except as expressly set forth in the APA, and the Purchased Assets include no real property, leases or occupancy agreements of any kind.
• Acquired Intellectual Property comprises the trademarks set forth on Schedule 2.1(a) — "ECLIPSE," "ECLIPSE BY SUNDOWN," "SUNDOWN," "SUNDOWN BY ECLIPSE," "ABSOLUTE ZERO," "THERMAWEAVE," "THERMABACK," "THERMALINER," "THERMALAYER," "THERMO SAVE," "SOLARIS" and "PARASOL" — together with associated goodwill. The registration schedule covers U.S., Canadian, Mexican, EU, U.K., Chinese, Japanese, Korean, Taiwanese, Hong Kong and Australian filings, and also includes a Canadian registration for "THERMAFUSION," a mark the agreement's own list of trademarks omits; it lists roughly 30 domain names, including eclipsecurtain.com, eclipsecurtains.com, absolutezerocurtain.com, absolutezerocurtains.com and sundownshades.com, and states that no copyrights or patents are included. The Acquired Intellectual Property includes:
  • All trademarks, service marks, trade names, brand names, logos and trade dress and any applications or registrations therefor;
  • All domain names, URLs, and social media handles and accounts used solely in connection with the trademarks;
  • All proprietary software, source code, object code and technology platforms owned by the Sellers and used solely in connection therewith;
  • All copyrights in content, creative materials or works of authorship used solely in connection therewith; and
  • All rights to collect royalties and proceeds and to sue and recover for infringement, dilution or misappropriation, in each case from and after the closing (excluding royalties and accounts receivable accrued prior to the closing).
• Ancillary Purchased Assets include Purchased Contracts listed on Schedule 5.9(a); advertising, marketing and creative materials, catalogs and website content used solely with the Acquired Intellectual Property; books and records, customer and supplier lists and transaction records used solely with the Acquired Intellectual Property (including the Transition Materials and Information); Marketplace Accounts, storefronts and seller profiles, to the extent transferable under applicable platform terms of service and the Sale Order; and Customer Data relating to business-to-business customers.
• Schedule 3.9(a) lists no company used intellectual property, and the schedules report no copyrights and no patents.
• Excluded Assets include equity interests in the Sellers; all Contracts other than the Purchased Contracts; Employee Plans; insurance covering current or former directors and officers, and proceeds relating to Excluded Assets and liabilities; claims against any person relating to Excluded Assets or liabilities; Chapter 5 Actions and Claims; all estate claims, causes of action, setoff and recoupment rights and commercial tort claims of the Sellers or their estates, whether arising before or after the petition date, other than rights expressly transferred as part of the Acquired Intellectual Property; cash, cash equivalents, bank and investment accounts, deposits, prepayments, refunds and professional retainers; prepaid charges related to Excluded Assets; tax refunds attributable to pre-closing periods; all accounts receivable arising before the closing, including intercompany receivables; Privileged Communications; all real property interests (the Sellers acknowledge they hold none as of the agreement date); the Sellers' rights under the APA itself; and all Inventory (the "Excluded Inventory").
  • Minute books, stock ledgers and tax records the Sellers must retain by law are Excluded Assets, but the Sellers must give the Purchaser reasonable access to them and copies.
  • Privileged Communications remain exclusively vested in the applicable Seller and its estate; if any Purchased Asset incidentally contains privileged material, the Purchaser must notify the Sellers and return or destroy it, and the presence of such material is not a waiver.
  • Excluded Inventory extends to all inventory, including finished goods held by or on behalf of any third-party logistics provider, at any warehouse or distribution facility, or otherwise in third-party possession on the Sellers' behalf.
• The Sale Order provides that no IP Litigation Claims are transferred to the Purchaser; such claims are Excluded Assets retained exclusively by the Sellers under Section 2.2 of the APA, and the Sellers' rights to prosecute, enforce, settle or recover on account of the IP Litigation Claims are preserved.
• Assumed Liabilities consist of all liabilities arising after the closing under the Purchased Contracts, to the extent arising directly thereunder and required to be performed after the closing, and all Cure Costs with respect to the Purchased Contracts, subject to any renegotiated cure amount agreed with the counterparty, which supersedes the scheduled amount. All other liabilities are Excluded Liabilities, including operating liabilities relating to the pre-closing period; warranty and product liability claims, whether occurring before or after the closing; liabilities to customers relating to any Inventory sold by or on behalf of the Sellers before the closing; taxes; employee, independent contractor and Employee Plan liabilities; litigation, tort, employment and discrimination claims; chargebacks, returns, credits, rebates and refunds; trade accounts payable; environmental liabilities; lease and real property liabilities other than Cure Costs; liabilities under Excluded Contracts or arising from Seller defaults under Purchased Contracts; transaction expenses and broker fees; and indebtedness for borrowed money. Liabilities arising directly out of the Purchased Assets first arising after the closing are the Purchaser's.

Purchase Price

• The consideration for the Purchased Assets consists of:
  • A cash payment of $2.3 million at closing, paid by wire in U.S. dollars and credited for the Deposit Amount and accrued interest;
  • The Royalty (governed exclusively by Section 5.18 of the APA); and
  • The assumption of the Assumed Liabilities.
• The purchase price is not subject to any reduction, set-off, recoupment or adjustment after the closing other than as expressly set forth in Article 2 of the APA, and the Purchaser irrevocably waives any right to withhold or deduct amounts from the purchase price.
• Separately, personal property, real property and similar taxes on the Purchased Assets for a period straddling the closing are prorated per diem as of the closing date, and all other straddle-period taxes are allocated on an interim closing-of-the-books basis. The Sellers' share of those prorated taxes, together with any other unpaid taxes on the Purchased Assets for pre-closing periods, is estimated as of the closing date and deducted from the purchase price at the closing; amounts that cannot be calculated by then are settled by the Sellers or their successor no later than five business days after determination.
• No adjustment to the purchase price will be made for any Purchased Assets that are not assigned, and the Purchaser will have no claim against the Sellers after the closing in respect of any such unassigned Purchased Assets. No designation of a Contract for rejection will give rise to any purchase price adjustment.
• The Purchaser's payment of Cure Costs will not be deemed a purchase price adjustment reducing the overall consideration received by the Debtors' estates, nor will it reduce the cash and contingent consideration otherwise payable by the Purchaser. The Debtors' estates are not responsible for the payment of any Cure Costs.
• Within 60 days after the closing date, the Purchaser will deliver to the Sellers or any trustee appointed under a confirmed plan an Allocation Statement allocating the purchase price and Assumed Liabilities, as adjusted for Transfer Tax payments, among the Purchased Assets under Section 1060 of the Code. The Sellers must notify the Purchaser of any disagreement within 30 days after receipt, and the parties will attempt in good faith to resolve it. Disagreements not resolved within 90 days of the closing date will be submitted to a mutually agreed nationally recognized accounting firm, whose determination is final and binding, with costs shared equally. If the parties agree on the Allocation Statement, both must report consistently with it for all tax and accounting purposes except as required by law. A liquidating trustee may exercise the Sellers' rights under these provisions.

Royalty

• The Purchaser will pay the Sellers a royalty equal to 2% of Net Sales of Licensed Products by any Purchaser Entity from the closing date through Dec. 31, 2029 (the "Royalty Term"). Expiration of the Royalty Term does not relieve the Purchaser of the obligation to pay amounts accrued and unpaid as of expiration.
• "Licensed Products" are finished products sold or licensed by the Purchaser or a controlled Purchaser affiliate during the Royalty Term that are marketed, licensed or sold under, and display, any trademark constituting Acquired Intellectual Property; other products or services bundled or sold in combination with them that do not use those trademarks are excluded. "Purchaser Entity" covers the Purchaser, any affiliate it directly or indirectly controls that itself sells or licenses Licensed Products, and any reseller, distributor, dealer, retailer, marketplace, customer, partner, vendor, contractor, agent, licensee, sublicensee, transferee or assignee that itself sells or licenses Licensed Products. "Net Sales" means amounts actually received from unaffiliated third parties, less, without duplication, sales, use, value added, excise and customs taxes and duties; commercially reasonable discounts, credits, rebates, refunds, allowances, returns, chargebacks and promotional allowances, and marketplace and platform fees; and shipping, freight, handling, insurance, fulfillment, warehousing and logistics charges. Net Sales include sales of finished goods to a reseller but not that reseller's downstream sales, except that royalties a reseller pays to the Purchaser or a Purchaser affiliate based on the reseller's own sales do constitute Net Sales.
• Within 30 days after the end of each calendar quarter, the Purchaser will deliver a product-by-product and entity-by-entity sales report, showing gross amounts invoiced and deductions taken, and concurrently pay all Royalty amounts due to Simply Interior Homes, LLC (or its designee, assignee or successor).
• Commencing with the first quarter of 2027 and for the remainder of the Royalty Term, if the Royalty due in any quarter is less than $50,000, the amount due for such quarter will be $50,000 (the "Minimum Royalty"). The Minimum Royalty is guaranteed, non-refundable and non-creditable against Royalty amounts due for any other quarter, and is payable irrespective of the level of sales.
• The Purchaser must use, and must cause or contractually require each other Purchaser Entity to use, commercially reasonable efforts to market Licensed Products during the Royalty Term, consistent with the Purchaser's reasonable business judgment and taking into account market conditions, customer demand, product performance, profitability, inventory availability, channel strategy and other relevant commercial considerations. Nothing requires the Purchaser or any Purchaser Entity to continue offering, producing, sourcing, promoting or selling any Licensed Product that the Purchaser determines in good faith is not commercially reasonable to offer, produce, source, promote or sell. The Purchaser may not take any purposeful action, or structure or effect any transaction, for the purpose of avoiding or circumventing Royalty payments, including by selling Licensed Products through any person that is not a Purchaser Entity or by selling or transferring Licensed Products other than on arm's-length terms.
• The Purchaser and each Purchaser Entity, and each reseller paying royalties on its own sales, must keep complete and accurate books and records sufficient to calculate and verify the Royalty, including records of all sales, dispositions and other transfers of Licensed Products, Net Sales calculations and deductions taken. Simply Interior Homes, LLC (or its designee, assignee or successor) may audit the Purchaser Entities' books and records at its own cost, on reasonable advance written notice, during business hours, in a manner that does not materially disrupt the business and not more than once every 12 months; no audit may be commenced after Dec. 31, 2030. Underpayments must be paid within 30 days of completion of the audit, together with interest at 12% per annum from the original due date, and underpayments exceeding 5% of the Royalties properly payable for the audited period require reimbursement of the auditor's out-of-pocket costs by the applicable Purchaser Entity.

Deposit

• The Purchaser deposited $230,000 with the escrow agent, Epiq Corporate Restructuring, LLC, before signing. Interest accrued on the deposit becomes part of the Deposit Amount and is allocable to the Purchaser for U.S. federal and applicable state and local income tax purposes.
• If the closing occurs, the Deposit Amount will be credited against the cash payment and delivered to the Sellers. If the APA is terminated under any provision other than the Sellers' breach-based right, the Deposit Amount will be returned to the Purchaser within 10 business days; termination by the Sellers for a Purchaser breach delivers the Deposit Amount to the Sellers on the same timeline.
• The deposit is forfeited to the Sellers as liquidated damages if the Purchaser fails to close as a result of a breach of the APA or the bidding procedures order, and is non-refundable in all circumstances in which the Purchaser was selected as Successful Bidder or Backup Bidder and thereafter fails to close absent a permitted termination event, regardless of whether that failure constitutes a breach under applicable law.
• Absent forfeiture, the deposit returns within 10 business days after the conclusion of the auction or after the Purchaser's termination; if the Purchaser is designated Backup Bidder, the deposit is held in escrow and returned within five business days after its bid is no longer required to remain open and irrevocable, or applied to its obligations at closing.
• Good faith deposits will be returned to each Qualified Bidder as set forth in the bidding procedures; however, the deposit of a Successful Bidder or Backup Bidder will be retained by the Debtors if such bidder, in the Debtors' reasonable discretion and after five business days' written notice, fails to proceed with or consummate its bid, including by failing to negotiate in good faith, failing to execute its asset purchase agreement, or failing to close.
• Any forfeited portion of the deposit will be deemed proceeds of DIP Collateral.
• Retention of the Deposit Amount as liquidated damages is not the Sellers' sole and exclusive remedy where the Purchaser's failure to close constitutes a knowing and intentional breach; the Sellers retain the right to seek specific performance and any other remedies available at law or in equity.

Auction and Backup Bid Mechanics

• The APA carries forward the bidding procedures order's definitions of Qualified Bid, Successful Bidder, Backup Bidder and Backup Bid Expiration Date without restating them.
• At the auction, the Debtors designated S. Lichtenberg & Co., Inc. as the Backup Bidder for the assets subject to the APA, having determined that it submitted the second highest or otherwise best offer.
• The Backup Bid remains open and irrevocable as set forth in the bidding procedures and bidding procedures order. If the Successful Bidder fails to close for any reason, the Backup Bidder is obligated to promptly consummate the transactions contemplated by its bid, on the terms of its agreement including the purchase price as it may have been modified at the auction; time is of the essence, and on being designated Successful Bidder the Backup Bidder must close within 10 business days.
• An "Alternative Transaction" means a transaction or series of related transactions in which the Sellers accept as the highest or best offer a bid from a person other than the Purchaser or its affiliates for all or a substantial and material portion of the Purchased Assets, excluding ordinary-course sales of goods and services.
• The APA terminates automatically if the Purchaser is not chosen at the auction as either the Successful Bidder or the Backup Bidder, or, if chosen as Backup Bidder, upon the Backup Bid Expiration Date.
• The Purchaser represented that it has, and at closing will have, immediately available cash sufficient to perform its obligations, and must furnish documentary evidence of funding capacity, including bank statements or commitment letters, both at signing and on the Sellers' reasonable request before closing; through closing it must maintain sufficient resources and promptly notify the Sellers of anything that could impair its ability to fund.

Termination

• The APA may be terminated before closing by mutual consent; by the Purchaser, if not then in material breach, for a material breach of the Sellers' representations, warranties or covenants that would cause a closing condition to fail and is not cured within 10 days of written notice or cannot be cured by the Outside Date, or if any other condition to the Purchaser's obligations remains unsatisfied at the Outside Date; by the Sellers, if not then in material breach, on the corresponding grounds as to the Purchaser; by either party if a Final Order restrains, enjoins or prohibits the transactions, other than where the terminating party's own failure caused it; by either party if the Chapter 11 Cases are dismissed or converted to Chapter 7 or an examiner with expanded powers or a trustee is appointed, with the deposit promptly returned if the Sellers terminate on that basis; and by the Sellers if they enter into a definitive agreement for an Alternative Transaction that the Court approves and that closes.
• On termination, all rights and obligations end without liability, except that the public announcements, backup bidder, general provisions (other than specific performance) and effect-of-termination provisions survive. Where termination results from the other party's knowing and intentional breach or its knowing and intentional failure to satisfy a condition, the terminating party's full legal and equitable remedies survive unimpaired. The deposit provisions nonetheless preserve the Sellers' right to seek specific performance under the same section carved out of the surviving general provisions where the Purchaser's failure to close is a knowing and intentional breach.
• Subject to the forfeiture provisions, the Sellers must return the Deposit Amount within 10 business days following the conclusion of the auction, unless the Purchaser was designated Backup Bidder, or following the Purchaser's termination. A Backup Bidder's deposit is returned within five business days after its bid is no longer required to remain open and irrevocable. If a Backup Bidder is later designated Successful Bidder because the Successful Bidder fails to close within the required period, the sale must close within 10 business days and the deposit is held in escrow and applied at closing.

Sale Free and Clear & Successor Liability

• The Purchased Assets and Purchased Contracts will vest in the Purchaser free and clear of all liens, claims and Excluded Liabilities (other than Assumed Liabilities) pursuant to sections 105, 363(b) and 363(f) of the Bankruptcy Code, with such liens, claims and Excluded Liabilities attaching only to the sale proceeds with the same priority, validity, force and effect. The free-and-clear provisions are self-executing.
• Under the APA, the Sale Order must be acceptable in form and substance to the DIP Agent, the Purchaser and the Sellers, and must approve the sale and the assignment of the Purchased Contracts free and clear under section 363(f); approve the Backup Bidder and its purchase agreement; find that the transaction was undertaken at arm's length, without collusion and in good faith within the meaning of section 363(m); confirm that, except for the Assumed Liabilities, the Purchaser assumes no Seller liabilities and is not subject to successor liability for claims of any kind, known or unknown; retain jurisdiction over disputes; and provide either that the Sellers have complied with applicable bulk sale or bulk transfer laws or that compliance is unnecessary or inappropriate.
• Schedule 3.4 discloses two exceptions to the Sellers' good and marketable title: the DIP Agent's security interest in certain Purchased Assets under the DIP facility and DIP orders, and Great Rock Capital Partners Management, LLC's security interest under the Feb. 21, 2025 prepetition credit and guaranty agreement.
• The Court found that one or more of the standards set forth in sections 363(f)(1)–(5) has been satisfied with respect to each creditor asserting a lien, claim or Excluded Liability, and that non-objecting or withdrawing holders are deemed to have consented under section 363(f)(2).
• The Purchaser is a good faith purchaser entitled to the protections of section 363(m), and the sale is not subject to avoidance or damages under section 363(n).
• Other than with respect to the Assumed Liabilities, the Purchaser and its affiliates, predecessors, successors, assigns, members, partners, directors, officers, principals and shareholders are not successors to the Debtors under any theory of law or equity, and the transactions do not constitute a consolidation, merger or de facto merger, substantial continuity, continuity of enterprise or mere continuation. Protections extend to claims under, among others, ERISA, COBRA, the WARN Act, CERCLA, the Fair Labor Standards Act, Title VII, the ADEA, the Federal Rehabilitation Act and the National Labor Relations Act, as well as environmental, tax, products liability and consumer protection claims, including those imposed by the Federal Trade Commission or Bureau of Consumer Protection, and to theories including antitrust, transferee liability, labor law, bulk sales law, alter ego, veil piercing and escheat. The consideration given by the Purchaser constitutes valid and valuable consideration for the release of any potential successor liability claims.
• An injunction bars all creditors and third parties from asserting or pursuing pre-closing claims against the Purchaser and its affiliates and representatives; the Court found such an injunction necessary to induce the Purchaser to close. The injunction does not bar the Sellers from investigating, prosecuting, enforcing, settling, compromising or recovering on account of the IP Litigation Claims or from entering into any Co-Prosecution Arrangement with the Purchaser in connection therewith.
• Creditors are authorized to execute releases of their liens on the Purchased Assets. If a lien holder fails to deliver executed termination statements or releases before the closing, the Debtors and the Purchaser are authorized to execute and file them on the holder's behalf and to file, register or record a certified copy of the Sale Order, which once recorded constitutes conclusive evidence of the release of all liens against the Purchased Assets; governmental and recording authorities are authorized to accept such filings and to strike recorded liens from their records.
• All persons or entities in possession or control of any of the Purchased Assets are directed to surrender possession or control to the Purchaser on the closing date or at such later time as the Purchaser requests. The Purchaser is authorized as of the closing to operate under the governmental authorizations, licenses, permits, registrations, approvals and intellectual property rights included in the Purchased Assets, which are directed to be transferred; where any license or permit is determined not to be an executory contract assumable and assignable under section 365, the Purchaser must apply for it promptly after the closing, with the Debtors directed to use commercially reasonable efforts to cooperate. Under section 525, no Governmental Authority may revoke or suspend any such approval, permit or license on account of the bankruptcy filing or the consummation of the sale.
• No bulk sales or similar law of any state or other jurisdiction applies to the sale, and the Purchaser will not become obligated to pay any broker, finder or financial advisor fee based on any arrangement made by or on behalf of the Debtors.

Assumption and Assignment

• The Debtors served the Assumption and Assignment Notice [Docket No. 132] on all Contract Counterparties identified on the schedule attached thereto, which included the contract description, counterparty name, applicable Cure Costs, notice that the contract may be assigned to the Successful Bidder, and the objection deadline.
• The Purchaser is obligated to pay all Cure Costs in cash on the Assumption Effective Date — the later of the closing date or the date the Court authorizes and approves the assignment of the particular contract — in the amount specified on Assigned Contracts Schedule 5.9(a) as of the closing date (or as otherwise fixed by the Court or agreed with the counterparty). Schedule 5.9(a) identifies a single Purchased Contract: a Trademark License Agreement dated Aug. 3, 2021 among Hunter Douglas, Inc., Turnils (UK) Limited and Keeco, LLC (d/b/a Keeco Home), as amended by Amendment No. 1 dated Nov. 1, 2022 and assigned to Simply Interior Homes, LLC on Feb. 21, 2025, with Hunter Douglas and Turnils consenting by letter dated May 15, 2025, carrying a cure amount of $650. Schedule 3.8 identifies that same agreement as the only contract material to the use or exploitation of the Acquired Intellectual Property. The Purchaser could supplement or revise the schedule until five business days before the Sale Hearing, with later additions requiring the Sellers' consent, not to be unreasonably withheld, and supplemental assumption and assignment notice.
• Contract Counterparties that did not timely object are barred from objecting or asserting monetary or non-monetary defaults, and all claims arising from or related to an assumed Purchased Contract are void, with related proofs of claim automatically expunged.
• Anti-assignment provisions in the Purchased Contracts — including consent requirements, bankruptcy-based termination rights, change-of-control default provisions and provisions imposing additional payments, penalties or charges upon assignment — are unenforceable under sections 365(f) and 365(e). Entry of the Sale Order constitutes the counterparties' consent to assumption and assignment.
• All Contract Counterparties must cooperate and expeditiously execute and deliver, upon the Debtors' reasonable request and without charge to the Debtors or the Purchaser, any instruments, applications, consents or other documents required by any public or quasi-public authority or other party to effectuate the transfers. Nothing in the Sale Order or the Assumption and Assignment Notice constitutes an admission by the Debtors that any contract is executory or must be assumed and assigned, and neither party's failure to enforce a term of a Purchased Contract waives that term or the right to enforce it.
• Other than Assumed Liabilities, no rent accelerations, penalties, assignment fees, increases or other fees may be charged to the Purchaser or the Debtors as a result of the assumption and assignment.
• Any Contracts not set forth on the Assigned Contracts Schedule are deemed Excluded Contracts, which may be rejected by the Sellers in their sole and absolute discretion, subject to Court approval.

Disputed Contracts

• Where a counterparty objects to the asserted Cure Costs, the Debtors, with the Purchaser's consent, will either settle or litigate the objection under Court-approved procedures. Pending determination, the Purchaser must pay the Debtors on a current basis any post-petition administrative expense arising under the Disputed Contract.
• No Debtor may settle a Cure Cost objection without the Purchaser's express written consent (email consent sufficient); however, if the Purchaser withholds consent for more than five business days after written notice of the material terms, the Debtors may seek expedited Court approval, and the Purchaser will be obligated to pay no more than the court-approved Cure Cost amount.
• An unresolved Cure Cost dispute as of the closing date does not relieve either party of the obligation to consummate the transaction.
• Following entry of a Disputed Contract Order, the Purchaser has five days to designate the Disputed Contract as an Excluded Contract; absent such designation, the contract is automatically deemed a Purchased Contract and the Purchaser must pay the associated Cure Costs within five business days.

Consents and Non-Assignable Assets

• The APA does not effect an assignment of any Purchased Contract that is not assignable under the Bankruptcy Code without counterparty consent where such consent has not been obtained as of the closing.
• The Sellers will use commercially reasonable efforts to obtain, as promptly as practicable prior to the closing, the consent of counterparties to transfer each Purchased Asset (including Purchased Contracts and Permits), any required novation, or written confirmation reasonably satisfactory to the parties that consent is not required. Prior to entry of an order confirming a Chapter 11 plan or dismissing the Chapter 11 Cases, and subject to the availability of funds, the Sellers will continue seeking any consent not obtained before the closing.
• In no event will the Sellers be obligated to pay money or offer or grant financial or other accommodations to any person in connection with obtaining any consent, waiver, confirmation, novation or approval.
• If a required consent is not obtained prior to the closing, the parties will cooperate to establish an agency or similar arrangement — including by subcontracting, sublicensing or subleasing — under which the Purchaser obtains, to the extent practicable, all rights and assumes the corresponding Assumed Liabilities for the period it receives such rights, or under which the Sellers enforce those rights for the Purchaser's benefit with the Purchaser assuming and agreeing to pay the Sellers' liabilities and expenses (other than Excluded Liabilities) for such period.
  • In such event, the Sellers will promptly remit to the Purchaser all monies received relating to the period on or after the closing date under any untransferred Purchased Asset, and the Purchaser will promptly pay, perform or discharge when due any Assumed Liabilities arising thereunder after the closing date.
• Failure to obtain any required consent, waiver, confirmation, novation or approval does not relieve any party of its obligation to consummate the transactions at the closing.
• Each party will use commercially reasonable efforts to take all actions necessary, proper or advisable to consummate the transactions and, as promptly as practicable, to obtain all Permits from and make all filings with Governmental Authorities and obtain all other third-party consents, waivers, approvals, authorizations, declarations, filings, registrations or notices necessary or advisable in connection with the transactions, including the transfer and assignment of the Purchased Assets, in form and substance reasonably satisfactory to the Purchaser.
• Each party will promptly notify the other of any communication received from a Governmental Authority relating to the transactions and will permit the other to review in advance any proposed communication to a Governmental Authority.
• Upon request of either party, the other will execute and deliver such further documents, instruments and agreements as the requesting party may reasonably require to carry out the intent of the APA and the transactions contemplated thereby.

Closing Conditions and Transition Deliverables

• Both parties' obligations are conditioned on the Purchaser becoming the Successful Bidder, whether at the conclusion of the auction or afterward as a result of a Successful Bidder failing to close. The closing must occur no later than the Outside Date.
• The Purchaser's conditions include the material accuracy of the Sellers' representations, material performance of the Sellers' covenants, the absence of any law or judgment prohibiting the transactions, entry of a Sale Order that is not stayed, reversed, modified or amended in any material respect and is reasonably satisfactory in form and content, the absence of a continuing Material Adverse Effect, delivery of the Sellers' closing documents, and delivery of the Transition Materials and Information. Inaccuracies or noncompliance that are not material and would not reasonably be expected to result in a Material Adverse Effect do not permit the Purchaser to refuse to close, and the Purchaser may not invoke the Material Adverse Effect condition for matters publicly disclosed in the Chapter 11 Cases, known to it at signing or disclosed in the Sellers Disclosure Schedule.
• The Sellers' conditions include the accuracy of the Purchaser's representations and performance of its covenants, the absence of any prohibiting law or judgment, delivery of the Purchaser's closing documents, the absence of any material adverse effect on the Purchaser's ability to close, and entry of the Sale Order as a Final Order — a requirement the Sellers may waive in their sole discretion if necessary to close by the Outside Date.
• At closing the Sellers deliver the assumption and assignment agreement, an officer's certificate confirming satisfaction of the Purchaser's conditions, the intellectual property assignment, the domain name assignment and an IRS Form W-9 from each Seller. The Purchaser delivers the cash payment by wire, with the Deposit Amount and interest credited; the assumption and assignment agreement; evidence of its ability to satisfy the Assumed Liabilities not paid in cash at closing; the domain name assignment; an officer's certificate; and the intellectual property assignment.
• The Transition Materials and Information consist of six categories: e-commerce materials, including GS1 and UPC prefixes, Eclipse product listings and ASINs on Amazon and other marketplaces, marketplace account details and credentials, and cooperation with Amazon Brand Registry and other brand-control program transfer requirements; information technology materials identifying where Eclipse product data resides, the system of record for the product master and the delivery format; complete product master data, including SKU master files, product hierarchy and categories, attributes, dimensions, weights, packaging specifications, UPC/EAN numbers, country-of-origin information, HTS codes, images, marketing descriptions, certifications and compliance documentation; supply chain documentation covering factories and manufacturing sources, quality control programs, testing protocols and results and related audit, inspection and certification materials; design and production materials, including editable Adobe art files, packaging artwork, fonts, Pantone specifications, die lines, technical packs and information on best-selling colors, fabrics and styles; and a true and accurate schedule of the Excluded Inventory as of the closing date.
• The Sellers must use commercially reasonable efforts to deliver a substantially complete set of the Transition Materials and Information. "Substantially complete" means enough information in each category to permit the Purchaser to operate the Acquired Intellectual Property after the closing in all material respects. Where materials are in the possession or control of third parties or subject to limitations arising from the Sellers' status as debtors, the Sellers' sole obligation is to use commercially reasonable efforts to facilitate transfer, and the Purchaser's obligation to close is not conditioned on delivery of items subject to third-party possession or control or to restrictions imposed on the Sellers as debtors.

Customer Data and Privacy

• Customer Data is limited to data relating to the Business's business-to-business commercial customers — names, company names and business contact information; account records, purchase histories and transaction data; pricing arrangements, negotiated terms and agreements; correspondence, preferences and relationship notes; credit information, payment histories and credit terms; and derived segmentation, analytics and business intelligence — and expressly excludes any personally identifiable information of any individual consumer. The parties will cooperate in good faith to ensure that the transfer of Customer Data included in the Purchased Assets complies with all applicable data privacy and data protection laws.
• From and after the closing, the Purchaser will maintain commercially reasonable administrative, technical and physical safeguards for the protection of Customer Data.
• The Sellers are responsible for any data breach or privacy incident with respect to Customer Data occurring prior to the closing date, and the Purchaser is responsible for any such incident occurring from and after the closing date.
• The parties will cooperate to issue any consumer or data subject notifications required by applicable law in connection with the transfer of Customer Data, with the costs of such notifications borne by the party responsible for the underlying breach or incident or, where notification is required solely by reason of the transfer itself, by the Purchaser.
• The Purchaser may not use transferred Customer Data in a manner materially inconsistent with any privacy policy or notice under which such data was collected, except to the extent permitted by applicable law.

DIP Lender Protections

• The DIP Facility is a postpetition superpriority secured, asset-based debtor-in-possession financing in the aggregate principal amount of $15 million, with Great Rock Capital Partners Management, LLC as DIP Agent and GRC SPV Investments, LLC and Wingspire Capital, LLC as DIP Lenders. Great Rock also serves as administrative agent under the Sellers' prepetition credit and guaranty agreement dated Feb. 21, 2025, under which a security interest is asserted in certain of the Purchased Assets.
• The DIP Liens, Adequate Protection Liens, Prepetition Liens and, to the extent applicable, the liens held by Laufer Group International LLC will attach to the proceeds of the Purchased Assets in accordance with the priorities set forth in the Final DIP Order [Docket No. 211]. All sale proceeds remain subject to the DIP Liens, DIP Superpriority Claims and Adequate Protection Liens with the same validity, priority and enforceability as existed pre-sale.
• Upon the closing, all net cash proceeds of the sale are deemed proceeds of DIP Collateral and must be applied in accordance with the Final DIP Order. No proceeds may be distributed or used for any purpose until so applied, including payment of the DIP Obligations, except for the Carve-Out and other amounts expressly authorized by the Final DIP Order or approved in writing by the DIP Agent.
• No material amendment, modification, supplement, waiver, termination or extension of the APA or any ancillary transaction document is effective without the prior written consent of the DIP Agent (acting at the direction of the Required DIP Lenders) to the extent it: reduces or changes the form of the purchase price or other consideration; increases the liabilities assumed by the Purchaser; adversely affects the value of the Purchased Assets or sale proceeds; alters the timing of the closing in a manner that could reasonably be expected to adversely affect the DIP Secured Parties; modifies the treatment of sale proceeds; or otherwise materially and adversely affects the rights, interests, liens, claims, priorities, protections or remedies of the DIP Secured Parties. Any such action taken in violation is null and void absent further Court order after notice to the DIP Agent and an opportunity to be heard. A "material amendment" includes any amendment, modification, waiver, supplement or consent affecting the purchase price, form of consideration, assumption of liabilities, allocation of proceeds, closing conditions, outside date, assets being sold, purchaser indemnification rights, or any provision reasonably likely to affect the value of the DIP Collateral or the recovery of the DIP Secured Parties.
• Under the APA, the DIP Agent's prior written consent, not to be unreasonably withheld, conditioned or delayed, is also required for any amendment, modification or waiver of the agreement; the form and substance of the Sale Order; any modification of the bidding procedures order material to the DIP Lenders' rights; any waiver of a condition to closing; any extension of the Outside Date; and any release, compromise or settlement of claims constituting DIP Collateral. No Seller covenant requires the Sellers to take any action, make any payment or incur any expense that would violate the DIP Orders, exceed the Approved Budget or require Court approval not yet obtained, and the DIP Orders and Approved Budget control in the event of conflict. Nothing in the APA may create an administrative expense, superpriority claim or lien senior to or pari passu with the DIP Obligations, or impair or subordinate the DIP Liens; any such action is void without the DIP Agent's written consent. Excluded Assets that constitute DIP Collateral remain subject to the DIP Lenders' liens and may not be released, transferred or impaired except in accordance with the DIP Orders.
• Subject to and conditioned upon the closing, any amounts payable or reimbursable by the Debtors under the APA — including allowed claims for breach, any indemnity amounts and any purchase price or other adjustments — are payable under the APA's terms without further Court order as allowed administrative claims under sections 503(b) and 507(a)(2), and are not discharged, modified or otherwise affected by any reorganization plan except by written agreement with the Purchaser or its successors. Such administrative claims remain subordinate to DIP Claims and subject to the priorities established in the Final DIP Order.
• Nothing in the Sale Order primes, subordinates, impairs or otherwise affects the superior liens of Laufer in the Debtors' Goods and the proceeds thereof, which are expressly preserved under paragraph 29 of the Final DIP Order. The Committee's rights to commence a Challenge under the Final DIP Order are likewise preserved, without enlargement.

"As Is" Sale, Survival and Liability Limits

• The Purchased Assets are sold on an "as is, where is, with all faults" basis. All representations and warranties not expressly set forth in Article 3 are disclaimed, including any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement and any warranty arising from course of dealing, course of performance or usage of trade, and no representation is made as to any use to which the assets may be put, future revenues, cash flows, results of operations, financial condition or prospects, or any data room, management presentation or other diligence material. Upon closing, the Purchaser and its successors are deemed to have waived and released the Sellers and their representatives from all claims, known or unknown, relating to the condition, value or operation of the Purchased Assets except as expressly stated in Article 3.
• The Sellers' representations are made in the context of a Chapter 11 proceeding and are qualified by the limitations inherent in a distressed sale process, the operational disruption attending the cases, information publicly disclosed on the docket and the limitations of the Sellers' personnel and resources; they relate solely to the Purchased Assets and do not extend to the Business generally or to any Excluded Assets. The Purchaser conducted an independent investigation, relied solely on it and on the Article 3 representations, and is deemed to have irrevocably waived any claim based on a breach or inaccuracy known to it at signing, with no right to terminate or refuse to close on that basis.
• The disclosure schedules report no exceptions in several categories: Schedule 3.5 lists no claims, litigation or disputes; Schedule 3.6 lists no permits; Schedule 3.9(b) lists no exclusions from the owned or used intellectual property; and Schedule 3.9(c) lists no infringement claims brought against third parties.
• No representation, warranty or covenant survives the closing or termination, except the Sellers' confidentiality obligations, the Sellers' obligation to cease use of the Acquired Intellectual Property, the post-closing access and cooperation obligations, the parties' tax obligations, the ancillary assumption and assignment, intellectual property and domain name assignment agreements, and any obligation that by its express terms is to be performed after the closing.
• No party is liable for special, incidental, indirect, exemplary, punitive or consequential damages, including lost profits, lost revenue or lost sales. The aggregate liability of the Sellers and their officers, directors, managers, agents, advisors and representatives arising out of or relating to the APA may not exceed the purchase price actually paid to the Sellers.
• Equitable remedies run in parallel: both parties may seek injunctive relief and specific performance without proof of damages and without posting a bond, and no party may argue that an adequate remedy at law exists; the Sellers are expressly entitled to specific performance compelling the Purchaser to close and make the contemplated payments. The APA is governed by Delaware law, with exclusive jurisdiction in the Bankruptcy Court for so long as it has jurisdiction and a waiver of trial by jury.
• The Purchaser represented that it has, and at closing will have, immediately available cash sufficient to perform its obligations and discharge the Assumed Liabilities, must provide documentary evidence of that capability — including bank statements or commitment letters — at signing and on request, must maintain sufficient resources through closing and must promptly notify the Sellers of any facts impairing its ability to fund. It also represented that neither it nor its principals, beneficial owners or affiliates is subject to sanctions, debarment or disqualification, and that it has not coordinated bids, restrained bidding or allocated assets with any other actual or potential bidder.

Post-Closing Arrangements

• The Purchaser grants the Sellers a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Acquired Intellectual Property solely to sell, market, distribute and otherwise dispose of the Excluded Inventory. The license is limited to Excluded Inventory existing as of the closing date, does not extend to the manufacture, production or procurement of additional inventory, and terminates automatically once all Excluded Inventory has been sold or disposed of.
• During the Post-Closing Access and Cooperation Period — the lesser of 12 months after the closing date or the closing of the Chapter 11 Cases — the Purchaser will preserve books and records constituting Purchased Assets and provide reasonable cooperation, including furnishing information, testimony and personnel assistance, to the Sellers or their successors, which may include a liquidating trustee, in winding up their affairs and finalizing administration of the cases, at the Sellers' sole cost and without unreasonable interference with the Purchaser's business. The Purchaser is not required to retain additional personnel or incur any material expense. The Purchaser has reciprocal rights to reasonable cooperation and access to records relating to the Acquired Intellectual Property from the Sellers or any successor fiduciary. All post-closing obligations of the Sellers are subject to the continued pendency of the cases and the availability of their personnel, and terminate automatically upon entry of an order confirming a plan of reorganization or liquidation or dismissing or converting the cases.
• Within 15 days following the close of each calendar month during that period, the Sellers will provide the Purchaser a report of Excluded Inventory sales for the preceding month with sufficient product detail to monitor distribution into the market.
• Each party must remit to the other any payments it receives belonging to the other, and the Sellers will direct payors of post-closing Business payments to the Purchaser's accounts, at the Purchaser's cost.
• The Sellers and the Purchaser will reasonably cooperate to transfer all Company IP Registrations and Permits included in the Purchased Assets, with the Purchaser bearing reasonable documented out-of-pocket costs of the Sellers' post-closing cooperation, including a pro rata share of service provider time. The Sellers are not required to remain debtors in the Chapter 11 Cases or maintain their corporate existence beyond 30 days after the closing date. Any Reorganized Debtor, liquidating trustee, plan administrator or successor fiduciary succeeds to the Sellers' obligations with respect to post-closing transfers, recordations and other ministerial actions relating to the Acquired Intellectual Property.
• The Purchaser will pay all applicable Transfer Taxes arising out of or attributable to the transactions, including expenses and fees relating to registering Acquired Intellectual Property in the Purchaser's name, regardless of whether such taxes are imposed by law on the Purchaser, the Purchased Assets or the Sellers.
• The Purchaser has the right, but not the obligation, to offer at-will employment to or engage any Service Providers on or after the closing date on terms established in its sole discretion, and has no obligation to continue or assume any Employee Plan or to offer any Employee Plan to Service Providers. The Sellers are responsible for any required WARN Act notices with respect to Service Providers not offered employment by the Purchaser, and the Purchaser must provide written notice of its hiring intentions no later than 10 business days prior to the closing date, or earlier if needed for the Sellers to satisfy their WARN Act obligations. The Purchaser must indemnify and hold harmless the Sellers and their estates against any WARN Act liability resulting from a material inaccuracy in the hiring-intentions information it provides.
• All confidentiality agreements between the Sellers and the Purchaser terminate at the closing, except that the Sellers must thereafter hold Confidential Information relating to the Purchased Assets in confidence, subject to carve-outs for information that enters the public domain or becomes a matter of public record through the Chapter 11 Cases, disclosures compelled by judicial or administrative process or law, disclosures needed to perform the APA or enforce it, and disclosures to their and their affiliates' directors, officers, service providers, agents and advisors. From and after the closing the Sellers retain no right, title or interest in the Acquired Intellectual Property and must cease all use of it except under the Excluded Inventory License.
• The 14-day stays under Bankruptcy Rules 6004 and 6006 (and, to the extent applicable, Federal Rules of Civil Procedure 54(b) and 62(a)) are waived; the Sale Order is effective and enforceable immediately upon entry and its provisions are self-executing. Any party seeking to appeal must exercise due diligence in filing an appeal and obtaining a stay before the closing or risk having its appeal foreclosed as moot. The automatic stay is lifted to the extent necessary to permit the Purchaser to deliver notices and take actions permitted under the APA.
• The Sale Order binds the Debtors, the Purchaser, the Backup Bidder, their respective successors and permitted assigns, any Chapter 11 trustee later appointed or any Chapter 7 trustee upon conversion, all known and unknown creditors, all non-Debtor contract counterparties and all governmental and recording authorities. Subject to and conditioned upon the closing, the APA and the sale are not subject to rejection or avoidance under any circumstances. Nothing in any confirmed Chapter 11 plan, any confirmation order or any other order in the cases may alter, conflict with or derogate from the APA or the Sale Order, which control in the event of conflict, though nothing in either approves or authorizes any distribution or earmark inconsistent with the Bankruptcy Code's priority scheme.
• The Court retains exclusive jurisdiction to interpret, implement and enforce the Sale Order, the bidding procedures order and the APA, to decide disputes concerning the parties' rights and duties, and to enforce the injunctions set forth in the Sale Order.

Key Dates

• Petition Date: June 8, 2026
• Bidding Procedures and Sale Motion Filed: June 8, 2026 [Docket No. 12]
• Bidding Procedures Order Entry: June 23, 2026 [Docket No. 111]
• Auction Conclusion: July 30, 2026
• Contracts Schedule Supplement Deadline: Five business days before the Sale Hearing
• Sale Hearing: Aug. 10, 2026
• Unexecuted APA Filed: Aug. 10, 2026 [Docket No. 330]
• Asset Purchase Agreement Date: Aug. 11, 2026
• Sale Order Entry: Aug. 13, 2026
• Outside Date: Aug. 21, 2026, at 11:59 p.m. ET
• Notice of Executed APA Filed: Aug. 26, 2026
• Royalty Term Expiration: Dec. 31, 2029
• Royalty Audit Commencement Deadline: Dec. 31, 2030