TM36 - Chapter 11 Sale Summary

Sale of Pensacola Property & Assignment of Claims Summary

Parties Involved

• Sellers: The Debtors — TM36, LLC; StopLoss Specialists, LLC; StopLoss, LLC; StopLoss Response Services, LLC; and StopLoss Logistics, LLC, with StopLoss Response Services, LLC acting as Seller under the Purchase Agreement.
• Purchaser: Blackhawk PCS LLC, a Florida limited liability company affiliated with John Olinger.
• Olinger Parties (to the Assignment Agreement): John Olinger; Blackhawk 82nd, LLC (a Florida LLC); and Blackhawk Development V, LLC (an Indiana LLC).

Assets Being Sold

• The real property located at 3984 Barrancas Avenue, Pensacola, Florida (the "Pensacola Property"), identified as Parcel ID Nos. 502S305000017001 and 502S305000015001.
  • Legal description: Lots 15 through 28, Block 1, Aero Vista, according to the plat thereof recorded in Plat Book 1, Page 31, of the public records of Escambia County, Florida.
• The conveyance includes all of Seller's right, title, and interest in the real property, together with any buildings and improvements thereon and all related property rights, easements, covenants, tenements, hereditaments, rights-of-way, development rights, entitlements, reversions, unused densities, privileges, and appurtenances, all on an "AS IS, WHERE IS" basis without warranty.
• Excluded from the conveyance: all interest in any and all insurance proceeds paid or payable in connection with policies issued by Steadfast Insurance Company (Policy Number PCP0190462-02), together with all rights, claims, counterclaims, causes of action, defenses, offsets, cross-claims, derivative claims, bad-faith and extracontractual claims, and any other legal, equitable, contractual, statutory, or common law rights, remedies, claims, or interests arising from or related to such policy(ies).

Purchase Price

• Purchase Price: $2,250,000.00.
• Deposit: Within three business days of the Effective Date, Buyer shall deposit $100.00 with Lowndes, Drosdick, Doster, Kantor & Reed, P.A., as Escrow Agent.
  • The Deposit is immediately non-refundable, except in the event of Seller's default, and is applicable to the Purchase Price at Closing.
• At Closing, Buyer shall pay the Purchase Price in good and available funds, subject to prorations and adjustments.

Sale Authorization & Sale Free and Clear

• The Debtors are authorized to sell the Pensacola Property partially free and clear of all liens, claims, encumbrances, and interests pursuant to 11 U.S.C. § 363(b), subject to the assumption of liens contained in the Purchase Agreement and Addendum.
• The Debtors are authorized, but not directed, to consummate the sale in accordance with the terms of the Purchase Agreement and Addendum, and are empowered to take all actions necessary to implement the relief granted, including executing all documents necessary to close the sale and effectuate the Assignment Agreement.
• The sale, the consideration paid, and entry into the Purchase Agreement and Addendum were undertaken without collusion and in good faith within the meaning of section 363(m) of the Bankruptcy Code.
  • The Purchaser is entitled to all of the benefits and protections afforded by section 363(m), and any reversal or modification on appeal will not affect the validity of the transactions unless duly stayed pending such appeal.
  • The sale is not subject to avoidance under section 363(n) or chapter 5 of the Bankruptcy Code, and neither the Debtors nor the Purchaser engaged in any action or inaction that would permit avoidance or imposition of costs or damages under section 363(n).

Title

• At Closing, Seller shall deliver a special warranty deed, subject to all recorded encumbrances, easements, property taxes not yet due and payable, covenants, restrictions, public utility easements of record, and existing zoning and governmental regulations.
• Other than the special warranty of title contained in the deed, Seller makes no representations or warranties as to the condition of title and is under no obligation to cure or pay for affirmative title insurance coverage over any encumbrance.
• Seller shall request the Escrow Agent to issue a current Title Commitment at least five days prior to Closing, and shall pay for the title search fees and the premium of an Owner's title insurance policy in the amount of the Purchase Price.
• Buyer is responsible for any additional costs to increase coverage limits, obtain additional endorsements, or for a lender's policy of title insurance.

"AS IS, WHERE IS" Condition

• Buyer has inspected the Property or waived any right to inspect and accepts the Property in its "AS IS," "WHERE IS," "WITH ALL FAULTS" condition.
• Except as expressly provided in the Contract or in documents executed at Closing, Seller disclaims any and all representations, warranties, promises, covenants, agreements, or guaranties—express or implied—regarding the value, nature, quality, or condition of the Property; income to be derived therefrom; suitability for any use; compliance with laws; habitability, merchantability, marketability, profitability, or fitness for a particular purpose; construction quality; state of repair; or environmental conditions, including the presence of hazardous materials.
• Buyer acknowledges that it is relying solely on its own investigation of the Property and not on any information provided by Seller.

Real Estate Taxes

• The Debtors are authorized to pay, without further motion or order, all 2025 real estate taxes on the Pensacola Property, and Seller shall pay in full at or prior to Closing all delinquent real estate taxes for tax years prior to the year of Closing.
• Real estate taxes and assessments for 2026 (the year of Closing) shall be prorated between the Debtors and the Purchaser as of 11:59 p.m. on the day immediately preceding the Closing Date.
• The Purchaser shall take title subject to all real estate taxes and assessments that are not yet due and payable as of the Closing Date, including the prorated 2026 taxes and all future taxes and assessments.
• 2026 Real Property Tax proration is based on the 2025 tax bills: Parcel No. 502S305000017001 in the gross amount of $65,104.33 and Parcel No. 502S305000015001 in the gross amount of $406.66, for a total estimated 2026 tax of $65,510.99.
  • Credit to Buyer: $65,510.99 ÷ 365 = $179.48 per diem × 148 days (01/01/26 to 05/29/26) = $26,563.04.

Municipal Liens

• Seller acquired title from a third party that took title at a foreclosure sale, and as a result there may be outstanding liens, fines, penalties, or other demands for payment from the City of Pensacola, Escambia County, other governmental entities, private utility providers, or other third parties.
• At Closing, Buyer agrees to pay or assume responsibility for all such outstanding amounts, whether or not filed as liens, and waives and releases any claims against Seller relating to such payments.
• The Property is subject to:
  • Code Enforcement Liens: Case No. CE2203950U (Order recorded June 30, 2022 in ORB 8814, Page 43) and Case No. CE23115934U (Order recorded December 6, 2023 in ORB 9076, Page 1903), with accrued fees and fines totaling $425,185.00; and
  • Utility Lien: outstanding utility charges of $43,199.25.
  • The current aggregate amount due is $468,384.25.
• Buyer obtained a temporary stay from Escambia County concerning the $530.00 per diem fine assessed under the Code Enforcement Liens, which stay ended on April 8, 2026.
• In recognition of the time and cost required to satisfy the Code Enforcement Liens and Utility Lien — including preparing plans, obtaining permits, and renovating and remediating the improvements — Seller has agreed to provide Buyer with a credit against the Purchase Price of $542,000.00 with respect to all liens, code enforcement liens, utility charges, and any other liens, fines, penalties, or demands.

Use of Proceeds

• The net proceeds from the sale shall be held by the Debtors as restricted cash and may not be used pending a further order of the Court authorizing distribution through an approved compromise between the Debtors, GrayStreet Management, and GrayStreet Broadway.
• All rights of the Debtors, GrayStreet Management, and GrayStreet Broadway in the net sales proceeds are preserved, and to the extent any lien is held by GrayStreet Management or GrayStreet Broadway as of the Closing Date, such lien (if any) will attach to the net sales proceeds.

Default

• In the event of any breach by Seller (after the notice and cure period has run), Buyer may elect, as its sole and exclusive remedies, to: (i) terminate the Contract and receive a refund of its deposit, or (ii) seek specific performance by filing suit no later than 60 days following the scheduled Closing Date.
• In the event of any breach by Buyer (after the notice and cure period has run), Seller may elect, as its sole and exclusive remedy, to terminate the Contract and retain the Buyer's deposit.

Assignment of Patel Claims

• Pursuant to a separate Assignment Agreement among John Olinger, Blackhawk 82nd, LLC, Blackhawk Development V, LLC (collectively, the "Olinger Parties"), and StopLoss Response Services, LLC, the Olinger Parties irrevocably, absolutely, and unconditionally convey, transfer, and assign to StopLoss, its successors and assigns, all of their right, title, and interest in:
  • The "Teaster Ln Claims" — claims for fraud and breach of contract (and related claims) against Legacy HG, LLC and Kunal Patel arising from the wrongful diversion of $750,000 advanced by Olinger (through Blackhawk 82nd and Blackhawk Development V) in connection with the proposed acquisition of a tract of land in Pigeon Forge, Tennessee, known as "Teaster Ln," of which only $200,000 has been refunded, leaving a $550,000 balance owed plus interest; and
  • The "Barrancas Claims" — claims for fraud and breach of contract (and related claims) against CW Suites PNS, LLC (the "Barrancas Putative Seller," owned and/or controlled by Kunal Patel and/or Hetal Patel), Hetal Patel, and Kunal Patel, arising from the Barrancas Putative Seller's misrepresentation of its ownership of the Barrancas Property and inability to close, following Olinger's payment of $250,000 in earnest money under a November 4, 2025 purchase contract.
  • The Teaster Ln Claims and the Barrancas Claims are collectively referred to as the "Patel Claims," and the foregoing assignments are collectively referred to as the "Assigned Interest."
• In consideration of the assignment, StopLoss has agreed to assume the costs and expenses of prosecuting the Patel Claims in exchange for an undivided 50% interest in the Net Proceeds.
• Litigation arrangements:
  • StopLoss shall retain counsel on a contingent fee basis, with the total Contingency Fee not to exceed 33%.
  • The Olinger Parties shall not be responsible for any Litigation Expenses or any shortfall in the funding thereof, which shall be StopLoss's sole responsibility.
• Net Proceeds allocation: Gross Proceeds, less the Contingency Fee and reasonable incidental costs and expenses actually paid by StopLoss directly attributable to the prosecution of the Patel Claims (collectively, "Litigation Expenses"), shall be distributed as follows:
  • The first $250,000 to the Olinger Parties; and
  • All amounts in excess of $250,000 split 50% to StopLoss and 50% to the Olinger Parties.
• The Assignment Agreement is expressly contingent upon (a) entry of a Bankruptcy Court order approving the Assignment Agreement and the contemplated assignment, and (b) entry of a Bankruptcy Court order approving the sale of the Barrancas Property to Blackhawk PCS LLC. If either approval is not obtained, or if Blackhawk PCS LLC fails to close on the Barrancas Property for any reason, the Assignment Agreement and all rights and obligations thereunder shall automatically be null and void.
• The Debtors are authorized to execute and take all actions necessary to perform their obligations under the Assignment Agreement.

Jurisdiction

• The Court has jurisdiction over the Motion pursuant to 28 U.S.C. § 1334, and the Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).
• The Court retains jurisdiction with respect to all matters arising from or related to the implementation or interpretation of the Order.
• Any future dispute over the interpretation or enforceability of the Assignment Agreement, or arising out of or related to it, shall be filed solely in the Bankruptcy Court.

Objections

• All objections to, reservations of rights regarding, or other responses to the Motion or the entry of the Order that have not been withdrawn, waived, settled, or otherwise resolved are denied and overruled on the merits with prejudice.
• Parties that did not timely object, or that withdrew their objections, are deemed to have consented to the relief granted.

Miscellaneous

• To the extent of any conflict between the Order and the Purchase Agreement and Addendum, the terms of the Order shall control, and no other order of the Court shall conflict with or derogate from the provisions of the Purchase Agreement, Addendum, or the Order.
• Notice of the Motion is deemed good and sufficient, and the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local Rules are satisfied.
• Notwithstanding Bankruptcy Rule 6004(h), the Order is effective and enforceable immediately upon entry.
• Buyer shall not record the Contract or a memorandum thereof in the real property records without Seller's express written consent (which may be withheld at Seller's sole discretion); a breach of this covenant constitutes a material default by Buyer.
• The parties agree not to make any public announcements with respect to the sale of the Property without the prior written consent of the other party.

Key Dates

• Petition Date: March 5, 2026
• Closing Date: on or before the later of (i) five business days after entry of a final non-appealable Bankruptcy Court order authorizing Seller to consummate the sale, or (ii) May 28, 2026, or such earlier date as agreed by Buyer and Seller
• Outside Closing Date: 4:59 p.m. Central time on May 29, 2026 (if Closing fails to occur by this time, the Contract shall terminate and the Deposit shall be paid to Seller)
• Order Signed: May 27, 2026