Wiser Solutions - Chapter 11 APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Wiser Solutions, Inc. (a Delaware corporation); Shelvspace, Inc. (a Delaware corporation); RW3 Technologies, Inc. (a California corporation); Brand Protection Agency LLC (a Texas limited liability company); and Blosm LLC (a Delaware limited liability company).
• Buyer: CL Mateo-A, LLC, a Delaware limited liability company, as the Stalking Horse Bidder.
• Neither the Buyer nor its affiliates are "insiders" of the Debtors as that term is defined in section 101(31) of the Bankruptcy Code.
• The Buyer is a good faith purchaser within the meaning of Bankruptcy Code section 363(m) and is entitled to the full protection of that provision in respect of the Sale Transaction.
• On May 19, 2026, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors.

Assets Being Sold

• All or substantially all of the Debtors' assets (the "Acquired Assets"), comprising all rights, title and interests of Sellers in and to all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, including their respective businesses and goodwill (except for Excluded Assets), used or held for use in and relating to the business and operations of the Business, free and clear of Liens (except for Assumed Liabilities and Permitted Liens).
  • The Business consists of developing, marketing, selling and otherwise providing software and data analytics solutions to commercial customers, including retail price intelligence, dynamic pricing, and inventory analytics and monitoring services for brands, retailers and distributors.
• The Acquired Assets include the Acquired Subsidiaries — all direct and indirect interests in the equity and debt securities, and any direct or indirect rights to acquire any equity or debt securities, of the Subsidiaries of Sellers set forth on Schedule B.
• On or prior to the Closing Date, the Sellers shall cause WorkIT SAS to transfer the equity interests it holds in its wholly owned subsidiary WorkIT GmbH (the "GmbH Interests") to Debtor Wiser Solutions, Inc. Notwithstanding anything to the contrary, the GmbH Interests shall not be included among the Acquired Assets and shall constitute an Excluded Asset.
• The equity interests held directly or indirectly by Debtor Wiser Solutions, Inc. in Pacific Acquisition Pty Ltd., MarketTrack Global Pty Ltd., and Insight Quest Pty. Ltd. (collectively, the "Australian Entities") — which, although listed as Acquired Subsidiaries on Schedule B, are expressly carved out by the Order — shall not be included among the Acquired Assets and shall constitute Excluded Assets.
  • However, all monies held by the Australian Entities, including all proceeds arising from the wind-down, liquidation, sale, or other disposition of the Australian Entities and their respective assets, shall be Acquired Assets. The Debtors and any successors (including any chapter 7 trustee) are authorized and directed to remit to the Buyer all net proceeds received from such wind-down, liquidation, sale, or other disposition promptly upon receipt and without further order of the Court.
• Excluded Contracts (all Contracts other than the Assigned Contracts) are excluded from the Acquired Assets.

Stalking Horse Bid

• The Purchase Price to be paid for the Acquired Assets consists of:
  • The Buyer's assumption of the Assumed Liabilities; plus
  • The Property Tax Purchase Price Adjustment; minus
  • The Acquired Subsidiary Accrued Taxes; plus
  • A credit bid pursuant to section 363(k) of the Bankruptcy Code in an amount equal to $90,000,000, consisting of the Crestline DIP Obligations and a portion of the Crestline Prepetition Obligations.
• The Buyer is the Successful Bidder and the Stalking Horse Bid is the Successful Bid for the Acquired Assets in accordance with the Bidding Procedures Order. The Stalking Horse Purchase Agreement, including the form and total consideration, constitutes the highest and best offer received by the Debtors for the Acquired Assets, is fair and reasonable, and is in the best interests of the Debtors, their estates, their creditors and all other parties in interest.
• No other entity or group of entities has presented a higher or otherwise better offer to purchase the Acquired Assets for greater economic value to the Debtors' estates than the Buyer.
• The Stalking Horse Bidder is deemed a Qualified Bidder at all times for all purposes in connection with the bidding process, the Auction, and the Sale, and its bid is a Qualified Bid for all purposes.
• A "Superior Bid" is a Successful Bid that Sellers determine, in the exercise of their fiduciary duties, is higher or otherwise better in the aggregate than the bid represented by the Stalking Horse Purchase Agreement; any Superior Bid must be for an amount, in cash, equal to or greater than the aggregate sum of (a) the Purchase Price, (b) the Initial Auction Overbid, and (c) the dollar value of the Expense Reimbursement.

Credit Bid

• Pursuant to the Bidding Procedures, the Stalking Horse Purchase Agreement, the DIP Credit Agreement, the DIP Orders, and section 363(k) of the Bankruptcy Code, the Prepetition Lenders and DIP Lenders credit bid a portion of the Prepetition Obligations and DIP Obligations (the "Credit Bid"), which was a valid and proper bid pursuant to the Bidding Procedures Order.
• The Buyer obtained and exercised the right to Credit Bid in accordance with the terms of the Bid Procedures Order, the Stalking Horse Purchase Agreement, the Prepetition Credit Documents, the DIP Credit Documents, and the DIP Orders. All actions taken in connection with the exercise of the Credit Bid were proper, and there is no cause to reduce or invalidate the Credit Bid.
• The Buyer may terminate the Agreement if it is determined by the Bankruptcy Court that the Buyer is not permitted to credit bid for a portion of the Purchase Price as contemplated.

Consultation Parties

• The Consultation Parties consist of Crestline Direct Finance, L.P., as agent for itself and certain other lenders under the Crestline Prepetition Credit Documents and Crestline DIP Credit Documents (the "Crestline Agent"), and any official committee of unsecured creditors appointed in the Bankruptcy Cases (the "Creditors Committee").
  • The Debtors reserve the right to withhold any information or documents from the Crestline Agent that could, in the Debtors' reasonable discretion, enable the Stalking Horse Bidder to obtain an unfair competitive advantage over any other Qualified Bidder.
• The Crestline Agent has consented to the sale of the Acquired Assets to the Buyer pursuant to the Stalking Horse Purchase Agreement free and clear of any Claims, Interests, or Encumbrances.

Bid Requirements

• To constitute a Qualified Bid, a Bid must, among other requirements:
  • Be in writing and submitted by a Qualified Bidder to the Bid Notice Parties, transmitted via email so as to be actually received on or before the Bid Deadline.
  • Provide that the Purchase Price shall be paid in full in cash at the closing of the Sale, and that the Expense Reimbursement shall be paid directly to the Stalking Horse Bidder upon the closing of the Sale to such Qualified Bidder.
  • Expressly assume not less than all of the Assumed Liabilities (in aggregate value) on terms no less favorable to the Debtors than set forth in the Stalking Horse Purchase Agreement.
  • Confirm that the Qualified Bidder will require assignment of at least the same executory contracts and unexpired leases proposed to be assumed and assigned to the Stalking Horse Bidder, identifying with particularity any executory contract or unexpired lease that differs.
  • Include a duly executed, binding, non-contingent asset purchase agreement marked against the Stalking Horse Purchase Agreement showing all required changes, on terms and conditions at least as favorable to the Debtors (other than the Purchase Price, which must be more favorable).
  • Not be conditioned on obtaining financing; obtaining shareholder, board of directors, or other internal approvals; or the outcome or completion of a due diligence review.
  • Be accompanied by evidence of capacity to consummate the sale with cash on hand, or evidence of unconditional committed financing demonstrating sufficient debt and/or equity funding commitments. A Qualified Bidder must have the necessary financial capacity to consummate the proposed transactions and provide adequate assurance of future performance under all executory contracts and unexpired leases proposed to be assumed.
  • Disclaim any right to receive a break-up fee, expense reimbursement, termination fee, or any other similar form of compensation.
  • Include a written acknowledgement that the Qualified Bidder has concluded all due diligence regarding the Assets, relied solely upon its own independent review, and did not rely upon any statements, representations, warranties or guaranties regarding the Assets, except as expressly stated in the Bid (As-Is, Where-Is).
  • Certify that the Qualified Bidder has not engaged, and will not engage, in any collusion with respect to its Bid, the Auction, or the Sale.
  • Submit to the jurisdiction of the Bankruptcy Court and waive any right to a jury trial in connection with any disputes relating to the qualification of Bids, the Auction, these Bidding Procedures, the Sale documents, and the closing of the Sale.
  • Contain evidence that the Qualified Bidder has obtained authorization or approval from its board of directors (or comparable governing body) and a representation that no other or further internal or third-party authorizations or approvals are required.

Good Faith Deposit

• With its Bid, each Qualified Bidder (except the Stalking Horse Bidder) must submit, by wire transfer of immediately available funds, a cash deposit equal to ten percent (10%) of the cash portion of the Purchase Price set forth in its Bid (the "Deposit"), to be held either in a non-interest-bearing escrow account established by the Debtors or, on a non-interest-bearing basis, in trust by the Debtors in a designated debtor-in-possession bank account.
• If a Qualified Bid (other than the Stalking Horse Bid) is modified before, during or after the Auction in any manner that increases the Purchase Price, the Qualified Bidder must promptly increase its Deposit so that it equals ten percent of the new proposed or actual Purchase Price.
• If a Potential Bidder is determined not to be a Qualified Bidder, the Debtors will refund its Deposit within three (3) Business Days after the Bid Deadline. Deposits of Qualified Bidders, other than the Successful Bidder and Backup Bidder, shall be returned within three (3) Business Days after the Auction.
• The Deposit of the Successful Bidder shall be applied to the satisfaction of the Purchase Price, as may have been improved at the Auction, at closing.

Overbid

• Initial Auction Overbid: the initial minimum overbid at the Auction, equal to the amount of the Baseline Bid plus $150,000 (i.e., a $150,000 increment over the Baseline Bid).
• Minimum Subsequent Overbid Increment: at least $100,000 of additional cash consideration above the previous highest bid.
• The Initial Auction Overbid and each Subsequent Overbid must continue to meet, satisfy, or comply with the requirements of a Qualified Bid, other than those applicable to the submission of the initial Qualified Bid.

Bid Protections

• Break-Up Fee: None.
• Expense Reimbursement: The Buyer shall be entitled to reasonably documented actual out-of-pocket fees and expenses (including legal, accounting and other fees and expenses) not to exceed $250,000, payable solely upon the closing or consummation of an Alternate Transaction from cash proceeds therefrom. The closing or consummation of a transaction evidenced by a Qualified Bid shall constitute an Alternate Transaction; the Expense Reimbursement will only be payable if the Alternate Transaction is consummated.
• The Expense Reimbursement shall be entitled to administrative expense priority under section 503(b)(1)(A) of the Bankruptcy Code, and the obligation to pay it in full in cash when due shall not be discharged, modified or otherwise affected by any plan of reorganization or liquidation for Sellers or by any other order of the Bankruptcy Court.
• The Stalking Horse Bidder shall be entitled to include, as part of any and all of its subsequent bids submitted at the Auction, a credit for the full amount of the Expense Reimbursement.

Auction Details

• If the Debtors do not receive one or more Qualified Bids (other than the Stalking Horse Bid), the Debtors shall not conduct an Auction, the Stalking Horse Bidder's Bid shall be the Successful Bid, and the Debtors shall present the Stalking Horse Bid for approval at the Sale Hearing.
• The Auction shall take place virtually on June 18, 2026, at 10:00 a.m. (prevailing Central Time), or in such other manner and/or location as determined by the Debtors, in prior consultation with the Consultation Parties. Bidding shall commence at the Baseline Bid.
• Only a Qualified Bidder (including the Stalking Horse Bidder), and its representatives and advisors, who has submitted a Qualified Bid shall be eligible to participate in, and make any subsequent bids at, the Auction.
• The Auction will conclude when the Debtors determine, in prior consultation with the Consultation Parties, that they have received the highest or otherwise best offer from a Qualified Bidder (the "Successful Bid"). The next highest or otherwise best Qualified Bid shall be the "Back-Up Bid." The Qualified Bidder submitting the Successful Bid shall be the "Successful Bidder," and the Qualified Bidder submitting the Back-Up Bid shall be the "Back-Up Bidder."

Back-Up Bidder

• The Qualified Bidder submitting the Backup Bid shall be required to serve as the Backup Bidder, and each Qualified Bidder shall be deemed to agree to be the Backup Bidder if so designated by the Debtors.
• If the Sale to the Successful Bidder is terminated or fails to close by the outside date identified in the Successful Bid (or such date as may be extended by the Debtors in consultation with the Consultation Parties and consistent with the DIP Orders), the applicable Back-Up Bid will be deemed the Successful Bid and the Back-Up Bidder will be deemed the Successful Bidder, and the Debtors shall be authorized to close the Sale to such Back-Up Bidder on the terms of its Back-Up Bid without further order of the Court or further notice to any interested parties.
• If a Successful Bidder fails to consummate the approved transactions contemplated by its Successful Bid, the Backup Bidder shall be deemed the Successful Bidder for all purposes.

Assumption and Assignment

• Upon the Closing Date, pursuant to Bankruptcy Code sections 105(a), 363, and 365, the Debtors are authorized to assume and assign the Assigned Contracts set forth in the Stalking Horse Purchase Agreement — which may be subsequently modified upon the Buyer's written notice to add or remove certain executory contracts or unexpired leases — to the Buyer free and clear of all Claims, Interests, and Encumbrances (other than any Permitted Liens and Assumed Liabilities).
• The Cure Costs listed on the Assumption Notice are the sole amounts necessary to be paid upon assumption of the Assigned Contracts under Bankruptcy Code sections 365(b)(1)(A) and (B) and 365(f)(2)(A), and shall be paid as set forth in the Stalking Horse Purchase Agreement. The Cure Amount Cap is $400,000.
• The Buyer has demonstrated adequate assurance of future performance within the meaning of Bankruptcy Code sections 365(b)(1)(C) and 365(f)(2)(B). There shall be no rent accelerations, assignment fees, increases or other fees charged to the Debtors or the Buyer as a result of the assumption, assignment and sale of the Assigned Contracts.
• Any provisions in any Assigned Contract that prohibit or condition assignment, or allow the counterparty to terminate, recapture, impose a penalty, or modify any term upon assignment, constitute unenforceable anti-assignment provisions that are void and of no force and effect with respect to the Sale Transaction. Each Assigned Contract constitutes an executory contract or unexpired lease, and all requirements under Bankruptcy Code sections 363 and 365 have been, or will be, satisfied.
• The limited objection filed by Oracle America, Inc. ("Oracle") to the assumption and assignment of its executory contracts is resolved in its entirety as follows:
  • The parties intend to assume and assign the entire Oracle active relationship to the Buyer, with the contracts being the Estimate/Order Form dated February 2, 2026 (Estimate No. 1770598) and the Estimate/Order Form dated February 2, 2026 (Estimate No. 1770600), together with all related contracts and agreements (the "Oracle Contracts").
  • The Debtors shall pay Oracle cure in the aggregate amount of $27,403.22 for amounts due under invoices 2504426 ($2,160) and 2503489 ($25,243.22) as a condition to the assumption and assignment of the Oracle Contracts.
  • The Buyer, Debtors and Oracle shall execute a standard form of Oracle Assignment Agreement, and following the assumption and assignment, up to two (2) officers or representatives of the Debtors shall have the right to continue to use the services under the Oracle Contracts for a period not to exceed 90 days (unless extended in writing by Oracle and the Debtors) in connection with fulfilling the Debtors' duties as debtors in possession.

Sale Free and Clear & Successor Liability

• Pursuant to Bankruptcy Code sections 105(a) and 363(f), the Acquired Assets shall be sold free and clear of all Claims, Interests, and Encumbrances (other than any Permitted Liens and Assumed Liabilities), with all such Claims to attach to the proceeds of the Sale Transaction with the same validity, force, priority and effect that they now have against the Acquired Assets. The transfer satisfies one or more of the standards set forth in Bankruptcy Code section 363(f)(1)-(5).
• At Closing, all of the Debtors' right, title and interest in and to the Acquired Assets shall be immediately vested in the Buyer, constituting a legal, valid, binding and effective transfer that vests the Buyer with good and marketable title.
• No bulk sales law or similar law of any state or other jurisdiction shall apply to the transactions approved by the Order.
• Neither the Buyer nor any of its affiliates shall be deemed a legal successor or successor employer to the Debtors, to have merged or consolidated with the Debtors, or to be an alter ego or mere continuation of the Debtors. Neither the Buyer nor its affiliates are a successor to any of the Debtors or their estates, and none of the contemplated transactions amount to a consolidation, merger, or de facto merger of the Buyer with or into any of the Debtors.
• Neither the Buyer nor any of its affiliates, successors or assigns shall have any responsibility for any liability or other obligation of the Debtors related to the Acquired Assets or any Claims against the Debtors or their predecessors or affiliates. The Buyer would not have acquired the Acquired Assets but for these protections against Successor or Transferee Liability.

Post-Closing Arrangements

• To the maximum extent permitted under applicable law, the Buyer shall be authorized, as of the Closing Date, to operate under any license, permit, registration and governmental authorization or approval of the Debtors with respect to the Acquired Assets, all of which are directed to be transferred to the Buyer.
• Following the Closing, the Buyer agrees to preserve and keep the Files and Records of Sellers delivered to it for a period of three (3) years from the Closing Date, consistent with its document retention and destruction policies.
• Following the Closing, each Seller shall, and shall cause its respective Affiliates to, immediately cease to use or do business under the name "WISER," "WISER SOLUTIONS," or any other tradenames currently used by the Business, or any name derivative of or similar thereto.
• The Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). The 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and shall not apply, and the terms of the Order are immediately effective and enforceable upon entry.
• The Court shall retain jurisdiction to, among other things, interpret, implement, and enforce the terms of the Order and the Stalking Horse Purchase Agreement, and to adjudicate any disputes with respect to the assumption and assignment of any Assigned Contracts, any cure disputes, and any rights in respect of the Acquired Assets.

Key Dates

• Bidding Procedures Order Entered: May 27, 2026
• Bid Deadline: June 15, 2026, at 5:00 p.m. (prevailing Central Time)
• Auction (if any): June 18, 2026, at 10:00 a.m. (prevailing Central Time)
• Sale Hearing: June 23, 2026
• Sale Order to Become a Final Order: on or prior to June 23, 2026 (or such later date as may be consented to in writing by Buyer)
• Outside Date: June 30, 2026