Viridis Chemical - Sale Order

Asset Purchase Agreement Summary

Parties Involved

• Sellers: Viridis Chemical, LLC and Viridis Chemical NE Asset Co 1, LLC
• Purchaser: BioUrja Capital, LLC, or its designee (including BioUrja Renewable Chemicals, LLC), as Stalking Horse Bidder and designated Winning Bidder
• Neither the Purchaser nor any of its affiliates, officers, directors, managers, shareholders, members, or any of their respective successors or assigns is an "insider" of the Debtors as defined under section 101(31) of the Bankruptcy Code, and no common identity of directors, managers, controlling shareholders, or members exists between the Debtors and the Purchaser.

Background

• The Sellers are engaged in the development of bio-based, low-carbon chemical technology and related assets for the production of ethyl acetate.
• Pursuant to a site lease dated November 23, 2024 between Viridis and BioUrja Renewables, LLC, the Sellers maintain a leasehold interest in certain real property located in Peoria, Illinois.
• On March 8, 2026, the Sellers and their affiliates filed voluntary chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, jointly administered under Case No. 26-90393.
• On May 3, 2026, the Debtors filed the Notice of Winning Bidder, which provided that no other Qualified Bid was received by the Bid Deadline, declared the Purchaser as the Winning Bidder, and cancelled the Auction.

Assets Being Sold

• The Acquired Assets generally include all of the Sellers' properties and assets (other than the Excluded Assets), wherever located, transferable or assignable by Sellers, including, without limitation:
  • Real property located in Nebraska and owned by Viridis Asset Co. 1 (Lot 1, Greenyug Subdivision to the City of Columbus, Platte County, Nebraska), together with all buildings, fixtures, structures, improvements, and appurtenant rights;
  • The Sellers' leasehold interest in the Peoria, Illinois leased real property under the Site Lease, together with all improvements and appurtenances thereto;
  • The Sellers' right, title, and interest in the ethyl acetate plant being constructed in Peoria, Illinois (the "Plant Assets");
  • All BASF and Clariant catalyst currently in storage and all pipe stock;
  • All equipment used in the operation of the Plant Assets, including all parts of the Praj dehydration unit (whether located at the Peoria plant, the port of entry in Houston, Texas, or elsewhere);
  • The Sellers' right, title, and interest in the technology and other intellectual property used in the Prairie Green™ catalytic process (the "Prairie Green™ Assets");
  • All Causes of Action (including Avoidance Actions) related to the ownership, use, function, or value of any Acquired Asset or assertable against any Assumed Contract counterparty;
  • All claims and Causes of Action against Sterling Global Industries, LLC, Praj Industries Limited, their subcontractors, and any other entity asserting statutory, materialmen's, or mechanic's liens (including the lienholders listed on Schedule III: C&S Lease Service, L.C.; Yard 1, LLC; White Cap, L.P.; Eggelhoff, Inc.; Ameren Illinois; Merit Mechanical Services LLC; and Graybar Electric Company, Inc.) against the property owned by BioUrja Renewables in Peoria, Illinois (the "Acquired Claims"); provided that if the Lien Release Condition is satisfied, the Acquired Claims shall instead constitute Excluded Assets, and Sellers retain all defenses and counterclaims related to the Acquired Claims (which are not Acquired Assets) unless otherwise agreed in writing;
  • The Assumed Contracts, all personal property (excluding bank accounts and cash), assignable warranties and guaranties, Permits, building plans, all Documents related to the Acquired Assets (including Tax and accounting records), Tax deposits, prepayments, credits, and refunds relating to Purchaser's share of Property Taxes; and
  • All deposits, prepayments, and similar assets held by third parties (excluding professional fee retainers, escrows, and any deposits related to D&O insurance policies).

Excluded Assets

• Excluded Assets include: (i) any Contract that is not an Assumed Contract; (ii) all Tax deposits, prepayments, credits, and refunds owing to Sellers (other than those relating to Purchaser's share of Property Taxes); (iii) rights or claims under any director and officer liability insurance policies, proceeds, or related deposits; (iv) all Accounts Receivable; and (v) all cash and cash equivalents.
• At any time at least two business days prior to the applicable Closing, the Purchaser may, in its sole and absolute discretion, designate any Acquired Asset as an Excluded Asset by written notice, with no resulting reduction in the Purchase Price.

Assumed Liabilities

• The Purchaser will assume, pay, perform, and discharge when due all Liabilities (other than Liabilities for any Taxes of Sellers) arising under any Assumed Contract, including all Cure Claims required to be paid pursuant to section 365 of the Bankruptcy Code in order to assume and assign such contracts.
• Any Liability that is not an Assumed Liability, including any Liabilities associated with the Excluded Assets, constitutes an Excluded Liability and is not assumed by the Purchaser.

Purchase Price

• The Purchase Price consists of:
  • A Cash Payment of $750,000 (less the $75,000 Deposit previously funded by the Purchaser); and
  • An Escrow Payment of $1,500,000 deposited with Epiq Corporate Restructuring, LLC, as Escrow Agent, subject to the Lien Release Condition; and
  • The assumption of the Assumed Liabilities.
• The Purchase Price payable at the Initial Closing constitutes full consideration for all Acquired Assets, including the Subsequent Acquired Assets to be transferred at the Subsequent Closing, with no additional consideration payable at the Subsequent Closing.

Deposit and Escrow

• Within one business day following the Sellers' designation of Purchaser as Stalking Horse Bidder, the Purchaser deposited a good-faith cash deposit equal to 10% of the Cash Payment with the Escrow Agent.
• The Deposit is non-refundable except as expressly provided in the Agreement and the Bid Procedures. At the Initial Closing, the Deposit will be released to the Sellers and credited against the Cash Payment.
• If the Agreement is terminated by Sellers pursuant to Section 18(e) or because the Initial Closing fails to occur by the Initial Outside Closing Date due to a material breach by Purchaser, the Deposit (plus accrued interest) will be released to the Sellers as liquidated damages. If terminated for any other reason, the Deposit will be returned in accordance with the Bid Procedures.
• The Escrow Payment will be held in an interest-bearing account pursuant to the Acquired Claims Escrow Agreement.
  • If, on or before June 30, 2026, the Sellers provide lien releases satisfactory to the Purchaser in its sole discretion of all liens (including statutory, materialmen's, or mechanic's liens) asserted against the property owned by BioUrja Renewables in Peoria, Illinois (the "Lien Release Condition"), the Escrow Payment plus accrued interest will be released to the Sellers within two business days.
  • If the Lien Release Condition is not satisfied by June 30, 2026, the Escrow Payment plus accrued interest will be delivered to the Purchaser on July 1, 2026, unless Purchaser agrees otherwise in writing.

Stalking Horse and Auction

• The Stalking Horse Bid was subjected to competitive bidding in accordance with the Bid Procedures and the Bidding Procedures Order. No other Qualified Bid for the Acquired Assets was received by the Bid Deadline, the Purchaser was declared the Winning Bidder, and the Auction was cancelled.
• The Debtors determined, in a valid and sound exercise of their business judgment, that the Purchaser's Stalking Horse Bid is the highest and best Qualified Bid and that the APA will provide a greater recovery for the Debtors' estates than any other available alternative.
• From the Effective Date until designation of a Winning Bidder, the Sellers were permitted to solicit, encourage, and respond to inquiries, proposals, or offers from any other person in connection with the sale or other disposition of all or any part of the Acquired Assets.
• Sellers covenanted not to alter the Minimum Overbid Amount (solely with respect to initial bids) or the Bid Protections without Purchaser's prior written consent.

Back-Up Bidder

• The Purchaser agreed to serve as Back-Up Bidder if its Qualified Bid was selected as the second highest or otherwise best Qualified Bid after the Winning Bid.
• If the Purchaser is designated the Back-Up Bidder and the Alternative Transaction with the Winning Bidder does not close, the Purchaser shall promptly consummate the transactions set forth in the Agreement, including any Purchase Price modifications made at the Auction.
• The Purchaser's obligation to remain as the Back-Up Bidder terminates upon the earlier of (i) the closing of the Alternative Transaction with the Winning Bidder and (ii) the Initial Outside Closing Date.

Bid Protections

• Termination Fee: 3% of the Cash Payment
• Expense Reimbursement: up to a maximum of $75,000 to reimburse the Purchaser for its reasonable and documented out-of-pocket costs, fees, and expenses (including legal, financial advisory, financing, accounting, consulting, and other similar costs)
• If the Agreement is terminated pursuant to Section 18(h) or 18(i), the Sellers shall pay the Purchaser the Expense Reimbursement and Termination Fee, payable solely from the proceeds of an Alternative Transaction within three business days of closing such Alternative Transaction. If terminated pursuant to Section 18(c), the Sellers shall pay the Expense Reimbursement within three business days of termination.
• The Expense Reimbursement and Termination Fee, if applicable, constitute administrative expenses pursuant to sections 507 and 503(b) of the Bankruptcy Code with priority over all other administrative expenses, and are senior to all other super-priority administrative expenses in the Bankruptcy Cases.

Assumed Contracts

• The Assumed Contracts to be assumed and assigned to the Purchaser, each between BioUrja Renewables and Viridis Chemical, LLC, are:
  • Master Agreement
  • Site Lease Agreement
  • Ethanol Supply Agreement
  • Wastewater Services Agreement
  • Storage Tank Lease Agreement
  • Logistics Services Agreement
  • Buffer Zone Agreement

Assumption and Assignment

• The Debtors timely filed and served the Cure Notice identifying the Debtors' good-faith estimates of the Cure Costs required to cure all defaults under the Assumed Contracts.
• At any time at least two business days prior to the applicable Closing Date (the "Assumed Contract Deadline"), the Purchaser may add or remove any executory contract or unexpired lease from the Assumed Contracts Schedule. Any contracts not identified as Assumed Contracts as of the Assumed Contract Deadline shall constitute Excluded Assets.
• If the Bankruptcy Court enters a Final Order providing that a Disputed Cure Claim exceeds the amount set forth in any Cure Notice, the Purchaser has the right, within five days of entry of such Final Order, to remove or designate the associated contract as an Excluded Asset.
• All undisputed defaults or other obligations of the Debtors arising between the filing of the Cure Notice and the effective date of assumption must be paid as a Cure Cost.
• Any provision in any Assumed Contract that purports to declare a breach, default, or payment right because of an assignment or change of control is unenforceable, and the counterparty shall be deemed to have consented to such assignment under section 365(c)(1)(B) of the Bankruptcy Code.

Sale Free and Clear & Successor Liability

• Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Acquired Assets shall be sold free and clear of all Encumbrances (other than Permitted Exceptions and Assumed Liabilities), including any rights or claims based on successor or transferee liability, with all such Encumbrances attaching to the proceeds of the Sale Transaction with the same validity, force, priority, and effect.
• Holders of Encumbrances who did not object or who withdrew their objections are deemed to have consented to the Sale Transaction pursuant to section 363(f)(2), and objecting holders fall within one or more of the other subsections of section 363(f).
• The Purchaser is not a successor to the Debtors or their estates under any theory of law or equity, and the Sale Transaction does not constitute a consolidation, merger, or de facto merger. The Purchaser and its affiliates will not be subject to any successor or vicarious liabilities, including any environmental, antitrust, transferee, or similar liabilities.
• The Purchaser would not have acquired the Acquired Assets but for the protections against potential successor liability or transferee liability set forth in the Sale Order.

Good Faith Purchaser

• The APA was negotiated and executed at arm's length, without collusion, and in good faith. The Purchaser is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the full protections thereunder.
• Neither the Debtors nor the Purchaser engaged in any conduct that would cause or permit the APA or the Sale Transaction to be avoided, or costs or damages to be imposed, under section 363(n) of the Bankruptcy Code.

Closing

• The transactions are to be consummated at two separate closings: the Initial Closing for the Initial Acquired Assets and the Subsequent Closing for the Subsequent Acquired Assets (the Acquired Claims).
• The Initial Closing shall occur no later than 5:00 p.m. Central time on the first business day after the Approval Order becomes a Final Order designating the Purchaser as the Winning Bidder or Back-Up Bidder, subject to mutual written extension.
• If the Lien Release Condition is not satisfied, the Subsequent Closing shall occur upon disbursement of the Escrow Payment to the Purchaser, but in any event no later than July 1, 2026. If the Lien Release Condition is satisfied or the parties otherwise agree in writing, the Acquired Claims shall be Excluded Assets and the Subsequent Closing shall not occur.

Representations and Warranties

• The Acquired Assets are being conveyed on an "AS IS, WHERE IS, WITH ALL FAULTS" basis, with limited representations and warranties, no indemnification, and no guarantees. Sellers' representations and warranties shall not survive the applicable Closing.
• The Purchaser represents that it had the opportunity to conduct full due diligence, relied solely on its own due diligence, did not engage in collusion, and agrees to be bound by the Bid Procedures.

Termination

• The Agreement may be terminated prior to the Initial Closing: (a) by mutual written consent; (b) by Purchaser if its conditions precedent are not satisfied as of the Initial Closing Outside Date; (c) by Purchaser for an uncured material breach by Sellers (10-day cure period); (d) by Sellers if their conditions precedent are not satisfied; (e) by Sellers for an uncured material breach by Purchaser (10-day cure period); (f) by either party if a Final Order restrains or prohibits consummation; (g) by either party if the Initial Closing has not occurred by the Initial Outside Closing Date; (h) by either party if Purchaser is not designated as Winning Bidder or Back-Up Bidder at the conclusion of the Auction; (i) automatically upon consummation of an Alternative Transaction with the Winning Bidder if Purchaser was designated as Back-Up Bidder; or (j) by Purchaser if it has not been designated the Stalking Horse Bidder by April 30, 2026 or if the Bankruptcy Court has not entered the Approval Order by May 8, 2026.

Default and Remedies

• If the Purchaser fails to close, the Sellers' sole and exclusive remedy is retention of the Deposit as liquidated damages.
• If the Sellers are unable to convey title to a material portion (10% or more of the value) of the Acquired Assets, the Purchaser may either (i) terminate and cancel the Agreement (with return of the Deposit) or (ii) seek specific performance.

Key Dates

• Petition Date: March 8, 2026
• Publication Notice: April 7, 2026
• APA Execution: April 29, 2026
• Stalking Horse Designation Deadline: April 30, 2026
• Notice of Winning Bidder Filed / Auction Cancelled: May 3, 2026
• Sale Hearing / Approval Order Deadline: May 8, 2026
• Lien Release Condition Deadline: June 30, 2026
• Subsequent Closing / Escrow Disbursement Deadline (if Lien Release Condition not satisfied): July 1, 2026