UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
CELSIUS NETWORK LLC, et al.,1 ) Case No. 22-10964 (MG)
)
Debtors. ) (Jointly Administered)
)

BIDDING PROCEDURES FOR THE

POTENTIAL SALE OF CERTAIN OF THE DEBTORS’ ASSETS

On July 13, 2022, the above-captioned debtors and debtors in possession (collectively,
the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States
Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of
New York (the “Court”).

On November 2, 2022, the Court entered the Order (I) Approving the Bidding Procedures
in Connection With the Sale of Substantially All of the Debtors’ Assets, (II) Scheduling Certain
Dates With Respect Thereto, (III) Approving the Form and Manner of Notice Thereof,
(IV) Approving Contract Assumption And Assignment Procedures, and (V) Granting Related
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Relief [Docket No. 1272] (the “Bidding Procedures Order”), by which the Court approved the
following procedures (the “Bidding Procedures”).

These Bidding Procedures set forth the process for potential auctions (each auction,
an “Auction”) for the sale (each sale, a “Sale”) of all or a portion of the Debtors’ assets, properties,
goodwill, and rights relating to their businesses (collectively, the “Assets”), including:

(i) the assets, properties, goodwill, and rights relating to their businesses
comprising the Debtors’ retail platform business (the “Retail Platform
Assets”), including customer earn accounts and coin balances, retail and
institutional lending portfolio, swap services, staking platform, CelPay (the
Debtors’ cryptocurrency payment and transfer feature), and CelsiusX (the
Debtors’ decentralized finance arm that utilizes wrapped cryptocurrency
tokens to bridge centralized finance infrastructure to decentralized finance
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Celsius Network LLC (2148); Celsius KeyFi LLC (4414); Celsius Lending LLC (8417); Celsius
Mining LLC (1387); Celsius Network Inc. (1219); Celsius Network Limited (8554); Celsius Networks
Lending LLC (3390); and Celsius US Holding LLC (7956). The location of Debtor Celsius Network LLC’s
principal place of business and the Debtors’ service address in these chapter 11 cases is 121 River Street, PH05,
Hoboken, New Jersey 07030.
2
All capitalized terms used but not immediately defined shall have the meanings ascribed to them elsewhere in
these Bidding Procedures.
 opportunities), and any cryptocurrencies or digital assets held by the
Debtors (to the extent that they comprise property of the estate as such term
is defined under section 541 of the Bankruptcy Code); and

(ii) the GK8 Assets, as defined in the Order (I) Approving Bidding Procedures
for the Potential Sale of Certain of the Debtors’ Assets, (II) Scheduling
Certain Dates with Respect Thereto, (III) Approving the Form and Manner
of Notice Thereof, (IV) Approving Contract Assumption and Assignment
Procedures, and (V) Granting Related Relief (the “GK8 Bidding
Procedures Order”) [Docket No. 687].3

To the extent that these Bidding Procedures require the Debtors to consult with or receive
the consent of the Official Committee of Unsecured Creditors (the “Committee”) in connection
with making a determination or taking any action, or in connection with any other matter related
to these Bidding Procedures or at an Auction (as defined below), if any, the Debtors shall do so in
a regular and timely manner prior to making such determination or taking any such action. All
decisions made by the Debtors pursuant to these Bidding Procedures must be approved by the
Special Committee of the Board of Debtor Celsius Network Limited.

The Debtors and the Committee are evaluating whether the value of the estates would be
maximized through a stand-alone restructuring or a sale of some or all of the Assets. Therefore,
the bidding and sale process will be administered by the Debtors, in consultation with the
Committee, and subject to the consent rights of the Committee herein. The Debtors may sell,
some, all, or none of the Assets, and the parties may not give special consideration to any potential
Bid proposed by an insider or an affiliate of any insider (as such term is defined in 11 U.S.C.
§101(31)). Without the prior written consent of the Debtors and the Committee, no insider of the
Debtors or entity affiliated with any insider of the Debtors may (i) communicate with any Potential
Bidder or Bidder about its potential Bid or Bid, or (ii) receive or be given access to any non-public
information or documentation related to a Bid or potential Bid.

Copies of the Bidding Procedures Order or other documents related thereto are available
upon request to Stretto, Inc. by calling (855) 423-1530 (Domestic) or (949) 669-5873
(International) or visiting the Debtors’ restructuring website at
(https://cases.stretto.com/celsius).

I. Important Dates and Deadlines, including Contingent Dates for the Retail Platform
Assets.

These Bidding Procedures set forth the terms by which prospective bidders, if any, may
qualify for and participate in an Auction, thereby competing to make the highest or otherwise best
offer or combination of offers to purchase the Debtors’ Assets. The Assets will be offered for sale

3
These Bidding Procedures only apply to the bidding and sale of the GK8 Assets to the extent they are not sold
pursuant to the GK8 Bidding Procedures Order. The sale of the Debtors’ cryptocurrency mining business and
related assets, properties, goodwill, and rights relating to their businesses (collectively, the “Mining Assets”)
under these Bidding Procedures will be overseen by the Mining Restructuring Officer.

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through an Auction. The Debtors may consider bids from multiple bidders (including multiple
bids submitted by the same bidder) for the assets in any combination.

The Bidding Procedures provide separate deadlines for the sale of the Retail Platform
Assets and any Remaining Assets (as defined below), and allow flexibility to sell the Assets
together or separately, depending on which transaction creates the most value.

If the Debtors and the Committee jointly determine in their reasonable discretion that it is
in the best interests of the Debtors’ estates to conduct a sale of the Retail Platform Assets
independently from the Debtors’ other Assets, then the Debtors will file a Notice of Auction for
Sale of Retail Platform Assets on the docket on or before December 13, 2022, and provide all
interested parties with notice of an Auction (email being sufficient), including the date, time, and
place of an Auction (if one is held), the respective deadlines related thereto, and no other or further
notice of such Auction shall be required.

The key dates and deadlines for the bidding and sale of the Retail Platform Assets, which
are subject to the right of the Debtors, with the consent of the Committee (such consent not to be
unreasonably withheld), to modify the following dates as provided herein, are as follows:

Event or Deadline Date and Time4

Initial Bid Deadline for November 21, 2022 at 4:00 p.m. (prevailing Eastern Time)
Retail Platform Assets
Final Bid Deadline for December 12, 2022 at 4:00 p.m. (prevailing Eastern Time)
Retail Platform Assets
Auction for Retail Platform December 15, 2022 at 10:00 a.m. (prevailing Eastern Time) via
Assets remote video or such other means as determined by the Debtors
after consultation with the Committee
Cure Objection Deadline for December 19, 2022 at 4:00 p.m. (prevailing Eastern Time)
Retail Platform Assets
Sale Objection Deadline for December 19, 2022 at 4:00 p.m. (prevailing Eastern Time)
Retail Platform Assets
Sale Hearing for Retail December 22, 2022 at 10:00 a.m. (prevailing Eastern Time) or
Platform Assets as soon thereafter as the Court’s calendar permits

There will be a subsequent process to solicit bids for the Sale of the Debtors’ Assets,
including the Mining Assets (all remaining unsold Assets, the “Remaining Assets”). If any of the
Retail Platform Assets are not sold pursuant to a Sale in the process reflected above, then the
Remaining Assets shall include such unsold Retail Platform Assets.

4
All dates and deadlines are subject to Bankruptcy Rule 9006.

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 The key dates and deadlines for the bidding and sale of the Remaining Assets, which are
subject to the right of the Debtors, with the consent of the Committee (such consent not to be
unreasonably withheld), to modify the following dates as provided herein, are as follows:

Event or Deadline Date and Time5

Final Bid Deadline for December 12, 2022 at 4:00 p.m. (prevailing Eastern Time)
Remaining Assets
Auction for Remaining December 15, 2022 at 10:00 a.m. (prevailing Eastern Time) via
Assets remote video or such other means as determined by the Debtors
after consultation with the Committee
Cure Objection Deadline for December 19, 2022 at 4:00 p.m. (prevailing Eastern Time)
Remaining Assets
Sale Objection Deadline for December 19, 2022 at 4:00 p.m. (prevailing Eastern Time)
Remaining Assets
Sale Hearing for Remaining December 22, 2022 at 10:00 a.m. (prevailing Eastern Time) or
Assets as soon thereafter as the Court’s calendar permits

II. Public Announcement of Auction.

As soon as reasonably practicable after entry of the Bidding Procedures Order, the Debtors
shall (a) serve on the Notice Parties (as defined below) a notice of the potential Auction and Sale
(the “Sale Notice”), (b) post the Sale Notice on their restructuring website,
https://cases.stretto.com/celsius, (c) publish the Sale Notice, with any modifications necessary for
ease of publication, once in the The New York Times (national edition) and
CoinDesk (CoinDesk.com), to provide notice to any other potential interested parties.

III. Potential Bidder Requirements.

To participate in the bidding process or otherwise be considered for any purpose hereunder,
a person or entity (other than any Stalking Horse Bidder) interested in purchasing the Assets
(a “Potential Bidder”) must deliver or have previously delivered to the Debtors the following
documents (collectively, the “Preliminary Bid Documents”):

a. an executed confidentiality agreement (a “Confidentiality Agreement”) in form and

substance acceptable to the Debtors, in consultation with the Committee;

b. preliminary proof by the Potential Bidder of its financial capacity to close the
proposed transaction (which may include current audited or verified financial
statements of, or verified financial commitments (“Financial Statements”) obtained
by, the Potential Bidder (or, if the Potential Bidder is an entity formed for the

5
All dates and deadlines are subject to Bankruptcy Rule 9006.

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 purpose of acquiring the property to be sold, the party that will bear liability for a
breach) as well as an overview of any recent transactions), the adequacy of which
must be acceptable to the Debtors, in consultation with the Committee;

c. preliminary proof by the Potential Bidder of its ability to receive any and all
necessary governmental, licensing, regulatory, and other approvals, and to provide
adequate assurance of future performance under any executory contracts and
unexpired leases to be assumed by the Debtors and assigned to such Potential
Bidder, pursuant to section 365 of the Bankruptcy Code, in connection with any
transaction;

d. identity of the Potential Bidder, including its legal name, jurisdiction and form of
organization, and details regarding the ownership and capital structure of the
Potential Bidder, as well as the identity of any controlling persons, significant direct
or indirect equity or debt investors, and/or guarantors of such entity;

e. a list with the names and contact information for any financial, legal and other
advisors the Potential Bidder has engaged to assist in connection with the proposed
Sale; and

f. a description of the nature and extent of any due diligence the Potential Bidder
wishes to conduct.

The Committee’s counsel and other professional advisors retained in these chapter 11 cases
(the “Committee Professionals”)6 may communicate with, meet with, and provide information to
Potential Bidders, subject to any confidentiality protocols established with the Debtors. The
Committee Professionals will reasonably consult with, and reasonably coordinate with, the
Debtors’ professionals regarding the marketing process contemplated by the Bidding Procedures
(including communications involving, and any information provided to, Potential Bidders). Each
Potential Bidder shall comply with all reasonable requests for information and due diligence access
by the Debtors, the Committee, or their advisors regarding the ability of such Potential Bidder, as
applicable, to consummate a proposed Sale. Promptly after a Potential Bidder delivers Preliminary
Bid Documents, the Debtors shall (i) provide copies of all Preliminary Bid Documents to the
Committee and (ii) determine, in consultation with the Committee, and notify each Potential
Bidder as to whether such Potential Bidder has submitted acceptable Preliminary Bid Documents.
In the event that the Debtors deem that a Potential Bidder has not met the requirements for being
deemed an Acceptable Bidder, the Debtors must promptly inform the Committee of such
determination (and the reasons therefor). Only those Potential Bidders that have submitted
acceptable Preliminary Bid Documents to the reasonable satisfaction of the Debtors and their
advisors may submit bids to purchase the Debtors’ Assets. The Debtors reserve the right to work
with any Potential Bidder to cure any deficiencies in the Preliminary Bid Documents.

The Debtors will provide regular updates to the Committee Professionals regarding
Potential Bidders, including a telephone conference to occur not less than once per week, and allow

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The Committee Professionals include White & Case, LLP, Perella Weinberg Partners LP, and M3 Partners, LP.

5
the Committee Professionals to participate in all management presentations and formal meetings
that include Potential Bidders.

IV. Non-Binding Indications of Interest for Retail Platform Assets.

Any party interested in purchasing some or all of the Retail Platform Assets shall submit a
non-binding indication of interest (an “Indication of Interest”) (email being sufficient) to (a) the
Debtors’ counsel, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022,
Attn.: Joshua A. Sussberg, P.C. (joshua.sussberg@kirkland.com) and Tommy Scheffer
(tommy.scheffer@kirkland.com); and 300 North LaSalle, Chicago, Illinois 60654, Attn.: Patrick
J. Nash, Jr., P.C. (patrick.nash@kirkland.com), Ross M. Kwasteniet, P.C.
(ross.kwasteniet@kirkland.com), Christopher S. Koenig (chris.koenig@kirkland.com), and Dan
Latona (dan.latona@kirkland.com); (b) the Debtors’ investment bank, Centerview Partners LLC,
31 West 52nd Street, New York, New York 10019, Attn.: Marc Puntus
(mpuntus@centerview.com), Ryan Kielty (rkielty@centerview.com), Sean Carmody
(scarmody@centerview.com) and Seth Lloyd (slloyd@centerview.com); (c) counsel to the
Committee of Unsecured Creditors, White & Case LLP, 111 South Wacker Drive Suite 5100,
Chicago, Illinois 60606, Attn: Gregory F. Pesce (gregory.pesce@whitecase.com) and 200 S.
Biscayne Blvd, Miami FL 33131, Attn: Gregory Warren (gregory.warren@whitecase.com); and
(d) the Committee’s investment banker, Perella Weinberg Partners, LP 767 Fifth Avenue, 5th
Floor, New York, New York 10153, Attn: Kevin Cofsky (kcofsky@pwpartners.com) and Matthew
Rahmani (mrahmani@pwpartners.com) so as to be actually received no later than 4:00 p.m.
(prevailing Eastern Time) on November 21, 2022 (the “Initial Bid Deadline”). The Initial Bid
Deadline may be extended without notice or hearing by the Debtors, after consultation with the
Committee.

The Indication of Interest should (i) set forth a proposed purchase price for the proposed
transaction, including by identifying separately any cash and non-cash components of the proposed
transaction consideration, which non-cash components may include equity in a Debtor, a
reorganized Debtor, or another entity proposed by a Potential Bidder, as applicable, and
(ii) identify any proposed conditions to closing the transaction.

Submitting an Indication of Interest by the Initial Bid Deadline does not obligate the
submitting party to submit a formal bid or participate in the sale process and does not exempt the
submitting party from also having to submit a Qualified Bid by the Final Bid Deadline to
participate in an Auction, each as defined below. For the avoidance of any doubt, any formal Bid
for the Retail Platform Assets must be submitted by the Final Bid Deadline of December 12, 2022
at 4:00 p.m. (prevailing Eastern Time) even if such party submits an Indication of Interest.

V. Obtaining Due Diligence Access.

Only Potential Bidders that have submitted acceptable Preliminary Bid Documents to the
reasonable satisfaction of the Debtors and their advisors, in consultation with the Committee,
including any Stalking Horse Bidder (if any), and the Committee Professionals shall be eligible to
receive due diligence information and access to the Debtors’ electronic data room and to additional
non-public information regarding the Debtors. All due diligence requests must be directed to
Centerview Partners LLC (“Centerview”) as set forth in Section V.A. below. The Debtors will

6
provide to each Potential Bidder reasonable due diligence information, as requested by such
Potential Bidder in writing, as soon as reasonably practicable after such request, and the Debtors
shall post substantially all written due diligence provided to any Potential Bidder to the Debtors’
electronic data room. Potential Bidders will not, directly or indirectly, contact or initiate or engage
in discussions in respect of matters relating to the Debtors or a potential transaction with any
insider (as defined in section 101(31) of the Bankruptcy Code), affiliate of any insider, account
holder, customer, supplier, or contractual counterparty of the Debtors without the prior written
consent of the Debtors; provided that pursuant to these Bidding Procedures (including the
confidentiality protocols established with the Debtors) and in compliance with any applicable
Confidentiality Agreement, any Potential Bidder may contact, initiate, or engage in discussions
with the Committee Professionals, subject to the Committee’s obligations under the Bidding
Procedures Order. The due diligence period will end on the respective Final Bid Deadline (as
defined herein) and, subsequent to the Final Bid Deadline, the Debtors shall have no obligation to
furnish any due diligence information.

In connection with the provision of due diligence information to Potential Bidders, the
Debtors shall not furnish any confidential information relating to the Debtors or a potential
transaction to any person except a Potential Bidder or such Potential Bidder’s duly authorized
representatives to the extent provided in an applicable Confidentiality Agreement, and the
Committee.

The Debtors and their advisors shall coordinate all reasonable requests for additional
information and due diligence access from Potential Bidders; provided that the Debtors may
decline to provide such information to Potential Bidders that, in the Debtors’ reasonable business
judgment and in consultation with the Committee have not established, or who have raised doubt,
that such Potential Bidders intend in good faith to, or have the capacity to, consummate any Sale.
For any Bidder that is a competitor, account holder, or customer of the Debtors or is affiliated with
any competitors, account holders, or customers of the Debtors, the Debtors reserve the right, in
consultation with the Committee, to withhold or modify any diligence materials that the Debtors,
in their sole discretion, determine are business-sensitive or otherwise inappropriate for disclosure
to such bidder.

A. Communications with Potential Bidders (including Qualified Bidders).

Notwithstanding anything to the contrary in these Bidding Procedures, all substantive

direct communications, including any diligence requests, with Potential Bidders and Qualified
Bidders shall be through Centerview (email being sufficient).

Centerview Partners LLC, 31 West 52nd Street, New York, New York 10019, Attn.: Sean
Carmody (scarmody@centerview.com), Ryan Kielty (rkielty@centerview.com), Seth Lloyd
(slloyd@centerview.com), Marc Puntus (mpuntus@centerview.com), Ryan Kielty
(rkielty@centerview.com), shall coordinate all requests for additional information and due
diligence access on behalf of the Debtors.

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 B. Due Diligence from Potential Bidders (including Qualified Bidders).

Each Potential Bidder (including any Qualified Bidder) shall comply with all reasonable
requests for additional information and due diligence access requested by the Debtors, in
consultation with the Committee, or their advisors regarding the ability of such Potential Bidder
(including any Qualified Bidder) to consummate its contemplated transaction. Failure by a
Potential Bidder (including any Qualified Bidder) to comply with such reasonable requests for
additional information and due diligence access may be a basis for the Debtors, in consultation
with the Committee, to determine that such bidder is no longer a Qualified Bidder or that a bid
made by such bidder is not a Qualified Bid.

VI. Stalking Horse Bidders and Bid Protections.

The Debtors shall be authorized, but not obligated, in an exercise of their business
judgment, after consultation with the Committee, to select one or more Qualified Bidders to act as
stalking horse bidders in connection with a Sale (each, a “Stalking Horse Bidder”), and enter into
purchase agreement with respect to a Sale with such Stalking Horse Bidder (each such agreement,
a “Stalking Horse Agreement”); provided that, in the event the Debtors seek to select one or more
bidders to act as the Stalking Horse Bidder and enter into a Stalking Horse Agreement with such
Stalking Horse Bidder, the Debtors shall promptly file with the Court and serve on the Notice
Parties a notice of hearing on the same and the Court shall hold a hearing to consider approval of
the designation of the Stalking Horse Bidder and Stalking Horse Agreement to be held on the first
date the Court is available that is at least five business days after filing such notice, with objections
due at 4:00 p.m. (prevailing Eastern Time) the day prior to such hearing. The bid protections
provided in a Stalking Horse Agreement (if any) shall be described in detail, including the amount
and calculation of such bid protections, in the notice of hearing to consider the selection of the
Stalking Horse Bidder and Stalking Horse Agreement and such bid protections shall be subject to
the approval of the Court in all respects.

VII. Bid Requirements.

To be selected to acquire some or all of the Assets or to be eligible to participate in an

Auction, if applicable, a Potential Bidder (other than a Stalking Horse Bidder) must deliver to the
Debtors and their advisors a written, irrevocable, and binding offer for purchase of the Assets
(the “Bid”) that must be determined by the Debtors in their business judgment, in consultation
with the Committee, to satisfy each of the following conditions (collectively,
the “Bid Requirements”):

a. Identity: Each Bid must fully disclose the identity of each entity and each entity’s
shareholders, partners, investors, and ultimate controlling entities that will be
bidding for or purchasing the applicable assets or otherwise participating in
connection with such Bid, and the complete terms of any such participation, along
with sufficient evidence that the Potential Bidder is legally empowered to complete
the transactions on the terms contemplated by the parties. Each Bid must also
include contact information for the specific person(s) whom Centerview and
Kirkland & Ellis LLP (“Kirkland”) should contact regarding such Bid;

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b. Identity of Assets and Purchase Price: Each Bid must clearly state which Assets
(including Mining Assets and Retail Platform Assets) the Potential Bidder seeks to
acquire along with which liabilities and obligations the Potential Bidder agrees to
assume. Each Bid must clearly set forth the purchase price to be paid, including
cash and non-cash components, if any, which non-cash components may include
equity in a Debtor, a reorganized Debtor, or another entity proposed by a Potential
Bidder as applicable (collectively, the “Purchase Price”). The Purchase Price
should be a single value in U.S. Dollars for the total enterprise value of the Assets
the Potential Bidder seeks to acquire on a cash-free, debt-free basis.

c. Good Faith Deposit: Each Bid must be accompanied must be accompanied by a

cash deposit equal to the greater of $20,000,000.00 and ten percent of non‑coin
related value in cash, submitted by wire transfer of immediately available funds to
an escrow account to be identified and established by the Debtors (the “Good Faith
Deposit”). To the extent a Qualified Bid is modified before, during, or after an
Auction in any manner that increases the purchase price contemplated by such
Qualified Bid, the Debtors reserve the right to require that such Qualified Bidder
(as defined below) increase its Good Faith Deposit so that it equals ten percent of
the increased Purchase Price;

d. Markup of the Purchase Agreement: Each Bid must be accompanied by executed

transaction documents, including a draft purchase agreement, the form of which
will be provided to any Potential Bidder prior to the respective Final Bid Deadline
and in the case of an Auction with a Stalking Horse Bidder, a markup of the Stalking
Horse Agreement, including the exhibits, schedules and ancillary agreements
related thereto and any other related material documents integral to such Bid
pursuant to which the Potential Bidder proposes to effectuate the proposed Sale,
along with copies that are marked to reflect any amendments and modifications
from the form purchase agreement provided to such Potential Bidder, which
amendments and modifications may not be materially more burdensome or
otherwise materially inconsistent with these Bidding Procedures. The Debtors, in
their reasonable business judgment and after consultation with the Committee, will
determine whether any such amendments and modifications are materially more
burdensome;

e. Committed Financing: Each Bid must include committed financing, documented

to the Debtors’ reasonable satisfaction, after consultation with the Committee, that
demonstrates the Potential Bidder has received sufficient debt and equity funding
commitments to satisfy such Potential Bidder’s Purchase Price and other
obligations under its Bid, including the identity and contact information of the
specific person(s) or entity(s) responsible for such committed financing whom
Centerview and Kirkland should contact regarding such committed financing.
Such funding commitment shall not be subject to any internal approval, syndication
requirements, diligence or credit committee approvals, and shall have covenants
and conditions reasonably acceptable to the Debtors, in consultation with the
Committee;

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f. Pro Forma Capital Structure: Each Bid must include a description of the
Bidder’s pro forma capital structure;

g. Contingencies; No Financing or Diligence Outs: Any Bid shall not be

conditioned on the obtaining or the sufficiency of financing, any internal approval,
or on the outcome or review of due diligence, but may be subject to the accuracy at
the closing of the specified representations and warranties, which shall not be more
burdensome, in the Debtors’ reasonable business judgment, after consultation with
the Committee, than those contemplated by the Stalking Horse Bid, if any, and each
Bid must identify with particularity each and every condition to closing, including
the executory contracts and unexpired leases for which assumption and assignment
is required. The Potential Bidders are expected to have completed all of their due
diligence by the respective Final Bid Deadline, including all business, legal,
accounting, and other confirmatory diligence. The extent and nature of any
remaining due diligence should be set forth in a specific list attached to each Bid;

h. As-Is, Where-Is: Each Bid must include a written acknowledgement and

representation that the Potential Bidder: (i) has had an opportunity to conduct any
and all due diligence prior to making its offer; (ii) has relied solely upon its own
independent review, investigation, and/or inspection of any documents and/or the
assets in making its Bid; and (iii) did not rely upon any written or oral statements,
representations, promises, warranties, or guaranties whatsoever, whether express,
implied, by operation of law, or otherwise, regarding the assets or completeness of
any information provided in connection therewith or an Auction, except as
expressly stated in the Potential Bidder’s proposed purchase agreement;

i. Authorization: Each Bid must contain evidence that the Potential Bidder has
obtained authorization or approval from its shareholders and/or its board of
managers or directors, as applicable, with respect to the submission of its Bid and
the consummation of the transactions contemplated in such Bid;

j. Adequate Assurance of Future Performance: Each Bid must (i) identify the
Contracts to be assumed and assigned in connection with the proposed Sale, (ii)
provide for the payment of all Cure Costs related to such Contract by the Potential
Bidder and (iii) demonstrate, in the Debtors’ reasonable business judgment after
consultation with the Committee, that the Potential Bidder can provide adequate
assurance of future performance under all such Contracts;

k. Government Approvals: Each Bid, including the Stalking Horse Bid (if any),
must include (i) a description of all governmental, licensing, regulatory, or other
approvals or consents that are required to close the proposed Sale, together with
evidence satisfactory to the Debtors after consultation with the Committee, of the
ability to obtain such consents or approvals in a timely manner and (ii) a description
of any material contingencies or other conditions that will be imposed upon, or that
will otherwise apply to, the obtainment or effectiveness of any such consents or
approvals;

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l. Government Approvals Timeframe: Each Bid must set forth (i) an estimated
timeframe for obtaining any required governmental, licensing, regulatory, or other
approvals or consents for consummating any proposed Sale, and (ii) the basis for
such estimate;

m. Compliance with Bankruptcy Code and Non-Bankruptcy Law;

Acknowledgment: Each Bid must comply in all respects with the Bankruptcy
Code and any applicable non-bankruptcy law. Each Bid must also include a written
acknowledgment that the Bidder agrees to all of the terms of the Sale set forth in
these Bidding Procedures;

n. Irrevocable: A Potential Bidder’s Bid must be binding and irrevocable unless and
until the Debtors accept a higher Bid and such Potential Bidder is not selected as
the Backup Bidder (as defined herein);

o. No Fees: Other than a Stalking Horse Bidder (solely to the extent the Court
approves any Bid Protections under the Stalking Horse Agreement), each Potential
Bidder presenting a Bid or Bids will bear its own costs and expenses (including
legal fees) in connection with the proposed transaction, and by submitting its Bid
is agreeing to refrain from and waive any assertion or request for breakup fee,
transaction fee, termination fee, expense reimbursement, or any similar type of
payment or reimbursement on any basis, including under section 503(b) of the
Bankruptcy Code; provided that the Debtors are authorized in their discretion, after
consultation with the Committee, to provide certain bid protections to one or more
Stalking Horse Bidders solely in accordance with these Bidding Procedures;

p. Adherence to Bidding Procedures: By submitting its Bid, each Potential Bidder

is agreeing to abide by and honor the terms of these Bidding Procedures and agrees
not to submit a Bid or seek to reopen the sale process, or an Auction (if held), after
conclusion of the selection of the Successful Bidder (as defined herein);

q. Consent to Jurisdiction: The Potential Bidder must submit to the jurisdiction of

the Court and waive any right to a jury trial in connection with any disputes relating
to the Debtors’ qualification of Bids, an Auction (if held), the construction and
enforcement of these Bidding Procedures, the Sale documents, and the Closing, as
applicable;

r. Backup Bid: Each Bid shall provide that the Potential Bidder will serve as a backup
bidder if the Potential Bidder’s bid is the next highest or otherwise best bid;

s. Expected Closing Date: A Bid by a Potential Bidder must be reasonably likely

(based on availability of financing, antitrust, or other regulatory issues, experience,
and other considerations) to be consummated, if selected as the Successful Bid,
within a timeframe acceptable to the Debtors, after consultation with the
Committee; and

t. Employees: Each Bid must detail the treatment of the any of the Debtors’
employees.
11
 Only Bids fulfilling all of the preceding requirements contained in this section may, at the
Debtors’ reasonable discretion, in consultation with the Committee, be deemed to be “Qualified
Bids,” and only those parties submitting Qualified Bids may, at the Debtors’ reasonable discretion,
in consultation with the Committee, be deemed to be “Qualified Bidders.”

The Debtors shall provide regular updates to the Committee Professionals on potential
Bids, Bids, and Qualified Bids, including a telephone conference to occur not less than once per
week, and allow the Committee Professionals to participate in all management presentations and
formal meetings that include Potential Bidders. For the avoidance of doubt, the Committee
Professionals shall not participate in presentations and meetings between the Debtors’ advisors
and the Special Committee of the Board of Directors of Debtor Celsius Network Limited.

Within one business day after the respective Final Bid Deadline, the Debtors shall
determine, after consultation with the Committee, which Potential Bidders are Qualified Bidders
and will notify the Potential Bidders whether Bids submitted constitute Qualified Bids, which will
enable such Qualified Bidders to participate in an Auction. Any Bid that is not deemed a Qualified
Bid shall not be considered by the Debtors; provided, however, that if the Debtors receive a Bid
prior to the respective Final Bid Deadline (as defined below) that does not satisfy the requirements
of a Qualified Bid, the Debtors, in consultation with the Committee, may (i) provide the Potential
Bidder with the opportunity to remedy any deficiencies prior to an Auction, and (ii) in consultation
with the Committee, waive certain requirements for good cause. A Stalking Horse Bidder (if any)
shall be deemed to be a Qualified Bidder, a Stalking Horse Bid shall be deemed a Qualified Bid,
and a Stalking Horse Bidder (if any) may participate in an Auction with respect to the Debtors’
assets.

VIII. Final Bid Deadlines.

Binding Bids to acquire some or all of the Retail Platform Assets must be received (email
being sufficient) by (a) the Debtors’ counsel, Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, New York 10022, Attn.: Joshua A. Sussberg, P.C. (joshua.sussberg@kirkland.com) and
Tommy Scheffer (tommy.scheffer@kirkland.com); and 300 North LaSalle, Chicago, Illinois
60654, Attn.: Patrick J. Nash, Jr., P.C. (patrick.nash@kirkland.com), Ross M. Kwasteniet, P.C.
(ross.kwasteniet@kirkland.com), Christopher S. Koenig (chris.koenig@kirkland.com), and Dan
Latona (dan.latona@kirkland.com); (b) the Debtors’ investment bank Centerview Partners LLC,
31 West 52nd Street, New York, New York 10019, Attn.: Marc Puntus
(mpuntus@centerview.com), Ryan Kielty (rkielty@centerview.com), Sean Carmody
(scarmody@centerview.com) and Seth Lloyd (slloyd@centerview.com); (c) counsel to the
Committee of Unsecured Creditors, White & Case LLP, 111 South Wacker Drive Suite 5100,
Chicago, Illinois 60606, Attn: Gregory F. Pesce (gregory.pesce@whitecase.com) and 200 S.
Biscayne Blvd, Miami FL 33131, Attn: Gregory Warren (gregory.warren@whitecase.com); and
(d) the Committee’s investment banker, Perella Weinberg Partners, LP, 767 Fifth Avenue, 5th
Floor, New York, New York 10153, Attn: Kevin Cofsky (kcofsky@pwpartners.com) and Matthew
Rahmani (mrahmani@pwpartners.com); so as to be actually received no later than 4:00 p.m.
(prevailing Eastern Time) on December 12, 2022 (the “Final Bid Deadline for Retail Platform
Assets”).

12
 Binding Bids to acquire the Remaining Assets,7 must be received (email being sufficient)
by (a) the Debtors’ counsel, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York
10022, Attn.: Joshua A. Sussberg, P.C. (joshua.sussberg@kirkland.com) and Tommy Scheffer
(tommy.scheffer@kirkland.com); and 300 North LaSalle, Chicago, Illinois 60654, Attn.: Patrick
J. Nash, Jr., P.C. (patrick.nash@kirkland.com), Ross M. Kwasteniet, P.C.
(ross.kwasteniet@kirkland.com), Christopher S. Koenig (chris.koenig@kirkland.com), and Dan
Latona (dan.latona@kirkland.com); (b) the Debtors’ investment bank Centerview Partners LLC,
31 West 52nd Street, New York, New York 10019, Attn.: Marc Puntus
(mpuntus@centerview.com), Ryan Kielty (rkielty@centerview.com), Sean Carmody
(scarmody@centerview.com), and Seth Lloyd (slloyd@centerview.com); and (c) counsel to the
Committee of Unsecured Creditors, White & Case LLP, 111 South Wacker Drive Suite 5100,
Chicago, Illinois 60606, Attn: Gregory F. Pesce (gregory.pesce@whitecase.com) and 200 S.
Biscayne Blvd, Miami FL 33131, Attn: Gregory Warren (gregory.warren@whitecase.com); and
(d) the Committee’s investment banker, Perella Weinberg Partners, LP, 767 Fifth Avenue, 5th
Floor, New York, New York 10153, Attn: Kevin Cofsky (kcofsky@pwpartners.com) and Matthew
Rahmani (mrahmani@pwpartners.com); so as to be actually received no later than 4:00 p.m.
(prevailing Eastern Time) on December 12, 2022 (the “Final Bid Deadline for Remaining
Assets.”)8

IX. Evaluation of Qualified Bids.

Prior to an Auction (if held) the Debtors, the Committee, and their advisors will evaluate
Qualified Bids, and the Debtors will identify the Qualified Bid(s) that is, in the Debtors’ reasonable
business judgment after consultation with the Committee, the highest or otherwise best Bid
(the “Starting Bid”). In the event a Stalking Horse Bidder is selected, the Starting Bid shall include
the amount provided for in the Stalking Horse Bid, plus the amount of the bid protections (if any),
plus either $500,000 or such other amount as determined by the Debtors in consultation with the
Committee. In addition, prior to the selection of the Successful Bidder, the Debtors may, in the
Debtors’ reasonable business judgment, in consultation with the Committee, engage in
negotiations with bidders with respect to their Bids. For the avoidance of doubt, the Debtors, in
consultation with the Committee, may select more than one Qualified Bid to collectively serve as
the Starting Bid in an Auction (if held) if each such Qualified Bid contemplates the purchase of
different assets. In conducting the evaluation of the Qualified Bids, the Debtors and the Committee
will take into consideration the following non-exclusive factors:

a. the amount of the Purchase Price of the Qualified Bid;

b. the value to be provided to the Debtors under the Bid, including the net economic
effect upon the Debtors’ estates, taking into account any Stalking Horse Bidder’s
rights to any Bid Protections;

7
The binding Bid may seek to acquire any Retail Platform Assets not sold pursuant to a Sale Order as part of its
Bid to acquire the Remaining Assets.
8
Both the Final Bid Deadline for Retail Platform Assets and the Final Bid Deadline for Remaining Assets are each
referred to herein as a “Final Bid Deadline.”

13
 c. the proposed changes or modifications to the form purchase agreement delivered in
connection with such Qualified Bid and the comparative favorability of the terms
set forth in such proposed purchase agreement versus any Stalking Horse
Agreements, to the extent applicable;

d. the Assets and liabilities included or excluded from the Qualified Bid and any
executory contracts or leases or other liabilities proposed to be assumed;

e. any benefit to the Debtors’ bankruptcy estates from any assumption of liabilities or
waiver of liabilities;

f. the certainty of a Qualified Bid leading to a confirmed plan (whether the Plan or
some other plan);

g. the transaction structure and execution risk, including conditions to, timing of, and
certainty of closing; termination provisions; availability of financing and financial
wherewithal to meet all commitments; and required governmental or other
approvals; and

h. any other factors the Debtors may, consistent with their fiduciary duties, reasonably
deem relevant.

Within 24 hours of the determination of the Starting Bid, but in no event later than 24 hours
before an Auction, the Debtors will (1) notify any Stalking Horse Bidder(s) as to which Qualified
Bid is the Starting Bid and (2) distribute a copy of the Starting Bid to each Qualified Bidder who
has submitted a Qualified Bid.

Within 24 hours after the Final Bid Deadline, but in no event later than 24 hours before the
start of the Auction (if any), the Debtors shall provide the identities of any Qualified Bidders on a
confidential basis to (1) counsel to the Office of the Attorney General for the State of Texas,
(2) counsel to the National Association of Attorneys General, and (3) counsel to the Vermont
Department of Financial Regulation.

If any Bid is determined by the Debtors, after consultation with the Committee, not to be a
Qualified Bid, the Debtors will refund such Qualified Bidder’s Good Faith Deposit within five
business days after the Final Bid Deadline.

X. No Qualified Bids.

If no Qualified Bids other than a Stalking Horse Bid (if applicable) are received by the
applicable Final Bid Deadline, then the Debtors may cancel the applicable Auction and may
decide, in the Debtors’ reasonable business judgment, with the consent of the Committee (such
consent not to be unreasonably withheld), to designate a Stalking Horse Bid as the Successful Bid
and pursue entry of a Sale Order approving a Sale of the respective Assets to the Stalking Horse
Bidder pursuant to the Stalking Horse Agreement. The Debtors shall promptly file notice of
cancellation of any Auction and designation of the Stalking Horse Bid as the Successful Bid with
the Bankruptcy Court.

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XI. Auction.

If one or more Qualified Bids are received by the respective Final Bid Deadline with
respect to the applicable Assets, then the Debtors shall conduct an Auction with respect to such
Assets. An Auction for the Retail Platform Assets shall commence on December 15, 2022 at
10:00 a.m. (prevailing Eastern Time). An Auction for the Remaining Assets shall commence
on December 15, 2022 at 10:00 a.m. (prevailing Eastern Time). Auctions will be conducted at
such times via remote video, or such later time or other place as the Debtors determine, in
consultation with the Committee, in which case the Debtors shall timely notify all Qualified
Bidders of such later time or other place, and file a notice of the change on the Court’s docket for
these chapter 11 cases.

Any Auction will be conducted in accordance with the following procedures

(the “Auction Procedures”):

a. except as otherwise provided herein, an Auction will be conducted openly;

b. only Qualified Bidders, including any Stalking Horse Bidders (if any), shall be entitled
to bid at an Auction;

c. the Qualified Bidders, including any Stalking Horse Bidders (if any), shall appear at
an Auction via remote video or through duly authorized representatives via remote
video at an Auction;

d. only the following parties shall be permitted to attend an Auction: the U.S. Trustee,
the Examiner, and any consumer privacy ombudsman appointed pursuant to section
332 of the Bankruptcy Code in these chapter 11 cases (each of the foregoing on a
listen-only basis); authorized representatives of each of the Qualified Bidders
(including any Stalking Horse Bidders), the Debtors and their respective advisors, the
Committee and their respective advisors, and any other creditor party who makes a
written request upon the Debtors to attend an Auction; provided that such request shall
be actually received by the Debtors’ counsel no later than 24 hours prior to the
commencement of an Auction; provided, further that the Debtors reserve the right to
retract their permission at any point during an Auction if such creditor party does not
act in good faith and in orderly fashion during an Auction;

e. Bids at an Auction, including any Bids by any Stalking Horse Bidder (if any), must be
made in minimum increments of $500,000 (or such other amount as the Debtors may
determine after consultation with the Committee) of additional value (including after
payment of the Bid Protections to any Stalking Horse Bidders, if applicable);

f. each Qualified Bidder will be permitted a reasonable time to respond to previous bids
at an Auction, as determined by the Debtors, in consultation with the Committee;

g. the bidding will be transcribed or recorded to ensure an accurate recording of the

bidding at an Auction;

15
 h. no Qualified Bidder (or its representatives) may communicate with one another,
collude, or otherwise coordinate for purposes of participating in an Auction, and each
Qualified Bidder will be required to confirm on the record of an Auction that (i) it has
not engaged in any collusion, coordination, or unfair competitive practices with
respect to the bidding or the Sale and (ii) its Bid represents an irrevocable, binding,
good faith, and bona fide offer to purchase some or all of the Assets identified in such
Bid if such Bid is selected as the Successful Bid or the Backup Bid (each as defined
herein); provided, however, that two or more Qualified Bidders may coordinate to the
extent they wish to provide a combined bid if the Debtors approve such coordination
in their reasonable discretion, in consultation with the Committee;

i. an Auction will not close unless and until all Qualified Bidders have been given a
reasonable opportunity to submit an overbid at an Auction to the then prevailing
highest Bid, subject to the Debtors’ right, in consultation with the Committee, to
require last and final Bids to be submitted on a “blind” basis;

j. the Court and the Debtors will not consider bids made after an Auction has been
closed;

k. the Debtors reserve the right, in their reasonable business judgment, in consultation
with the Committee, to adjourn an Auction one or more times to, among other things,
(i) facilitate discussions between the Debtors and Qualified Bidders, (ii) allow
Qualified Bidders to consider how they wish to proceed, and (iii) provide Qualified
Bidders the opportunity to provide the Debtors with such additional evidence as the
Debtors, in their reasonable business judgment, in consultation with the Committee,
may require that the Qualified Bidder has sufficient internal resources or has received
sufficient non-contingent debt and/or equity funding commitments to consummate the
proposed transaction at the prevailing amount. In the event an Auction is adjourned,
the Debtors shall promptly file a Notice with Court of such adjournment and include
the date for the continued Auction; and

l. an Auction will be governed by such other Auction Procedures as may be announced

by the Debtors and their advisors following consultation with the Committee, from
time to time on the record at an Auction; provided that such other Auction Procedures
are (a) not inconsistent with the Bidding Procedures Order, these Bidding Procedures,
the Bankruptcy Code, or any other order of the Court, (b) disclosed orally or in writing
to all Qualified Bidders, and (c) reasonably determined by the Debtors to further the
goal of attaining the highest or otherwise best offer for the assets, as applicable.

For the avoidance of doubt, nothing in an Auction Procedures (if an Auction is held) will
prevent the Debtors from exercising their respective fiduciary duties under applicable law
(as reasonably determined in good faith by the Debtors, with notice to the Committee).

XII. Acceptance of the Successful Bid.

An Auction shall continue until only one Qualified Bid is the highest or otherwise best bid
to purchase the respective Assets in the Debtors’ reasonable business judgment, in a manner

16
consistent with the exercise of their fiduciary duties, after consultation with the Committee, and
outlined below in further detail, (a “Successful Bid”), and that further bidding is unlikely to result
in a different Successful Bid or Successful Bids that would be acceptable to the Debtors, at which
point, an Auction will be closed. When determining the highest or otherwise best Qualified Bid,
as compared to other Qualified Bids, the Debtors may consider the following factors in addition
to any other factors that the Debtors deem appropriate: (a) the amount and nature of the total
consideration; (b) the likelihood of the Qualified Bidder’s ability to close a transaction and the
timing thereof; (c) the net economic effect of any changes to the value to be received by each of
the Debtors’ estates from the transaction contemplated by the Bid documents; and (d) the tax
consequences of such Qualified Bid.

Any Qualified Bidder that submits a Successful Bid will be deemed a “Successful Bidder”
with respect to the applicable Assets. The Debtors shall file a notice setting forth the results of an
Auction (if any) and identify any Successful Bidder with the Court at least three business days
prior to the respective sale hearing (each sale hearing, a “Sale Hearing”) and shall seek Bankruptcy
Court approval to enter into a binding purchase agreement with the Successful Bidder on the terms
of the Successful Bid (the order approving such entry, the “Sale Order”). For the avoidance of
doubt, a Sale Order shall deem the Debtors’ selection of the Successful Bid final and, subject to
the designation of the Backup Bid (defined below), the Debtors shall not solicit or accept any
further bids or offers to submit a bid after such selection for the respective Assets; provided that
notwithstanding anything to the contrary in these Bidding Procedures, nothing in these Bidding
Procedures shall require the board of directors, board of managers, or such similar governing body
of any Debtor to take or refrain from taking any action that would be inconsistent with applicable
law or its fiduciary obligations under applicable law.

The Debtors shall, subject to the Committee’s consent (such consent shall not be
unreasonably withheld) seek to sell the Retail Platform Assets at the Sale Hearing for the Retail
Platform Assets. If any of the Retail Platform Assets are sold at such Sale Hearing, they will no
longer be considered part of the Remaining Assets subject to a future Sale and must be removed
from any pending Bid for the Remaining Assets.

Within one business day of the selection of the Successful Bidder, such Successful Bidder
shall make a cash deposit that, when aggregated with its Good Faith Deposit, is in an amount equal
to ten percent of the Successful Bid, submitted by wire transfer of immediately available funds to
an escrow account to be identified and established by the Debtors pursuant to a customary and
reasonable escrow agreement. Each Successful Bidder and the Debtors shall, as soon as
commercially reasonable and practicable, complete and sign all agreements, contracts,
instruments, or other documents evidencing and containing the terms upon which each such
Successful Bid was made.

XIII. Designation of Backup Bidder.

The Qualified Bidder with the second highest or otherwise best bid or combination of bids
(the “Backup Bid”) to purchase any or all of the applicable Assets (the “Backup Bidder”) will be
determined by the Debtors, in consultation with the Committee, at the conclusion of an Auction
and will be announced at that time to all the Qualified Bidders participating in an Auction. If for
any reason a Successful Bidder fails to consummate the purchase of such Assets within the time

17
permitted after the entry of the Sale Order, then the Backup Bidder will automatically be deemed
to have submitted the Successful Bid for such Assets, and the Backup Bidder shall be deemed a
Successful Bidder for such Assets and shall be required to consummate any Sale with the Debtors
as soon as is commercially practicable without further order of the Court; provided that the Debtors
shall file a notice with the Court that such Backup Bidder has been deemed the Successful Bidder.
The Backup Bidder shall be required to keep its Backup Bid open and irrevocable until the closing
of the transaction with the applicable Successful Bidder. The Backup Bidder’s Good Faith Deposit
shall be held in escrow until the closing of the transaction with the applicable Successful Bidder.

XIV. Approval of Sale.

The Debtors will present the results of an Auction (if any) to the Court for approval at the
Sale Hearing, at which certain findings will be sought from the Court regarding the respective
Auction, including, among other things, that: (a) an Auction was conducted, and the Successful
Bidder was selected, in accordance with the Bidding Procedures; (b) an Auction was fair in
substance and procedure; (c) the Successful Bid was a Qualified Bid as defined in the Bidding
Procedures; and (d) consummation of any Sale as contemplated by the Successful Bid in an
Auction will provide the highest or otherwise best offer for the Debtors and the Debtors’ respective
Assets, and is in the best interests of the Debtors and their estates.

If the Debtors timely file a Notice of Auction for Sale of Retail Platform Assets, then a
Sale Hearing for the Retail Platform Assets will be scheduled to commence on December 22, 2022
at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel may be heard, before
the Honorable Martin Glenn, United States Bankruptcy Court for the Southern District of New
York.

The Sale Hearing for the Remaining Assets is presently scheduled to commence on
December 22, 2022 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel
may be heard, before the Honorable Martin Glenn, United States Bankruptcy Court for the
Southern District of New York

XV. Return of Good Faith Deposit.

The Good Faith Deposit of a Successful Bidder shall, upon consummation of any Sale, be
credited to the purchase price paid for the applicable Assets. If a Successful Bidder fails to
consummate any Sale, then the Good Faith Deposit shall be forfeited to, and retained irrevocably
by, the Debtors, and all parties in interest, and the Debtors specifically, reserve the right to seek
all available damages from the defaulting Successful Bidder.

The Good Faith Deposit of any Qualified Bidders that are not Successful Bidders or
Backup Bidders will be returned within five business days after the respective Auction or upon the
permanent withdrawal of the proposed Sale, and the Good Faith Deposit of any Backup Bidders
will be returned within five business days after the consummation of any Sale or upon the
permanent withdrawal of the proposed Sale.

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XVI. Reservation of Rights.

The Debtors, in consultation with the Committee, reserve their rights to modify these
Bidding Procedures in their reasonable business judgment in a manner consistent with the exercise
of their fiduciary duties, and in any manner that will best promote the goals of the bidding process,
or impose, at or before an Auction, additional customary terms and conditions on a Sale, including,
without limitation: (a) amending or extending the deadlines set forth in these Bidding Procedures
related to any of the Assets, including those specifically associated with the sale of the Retail
Platform Assets, (b) determining whether to sell the Retail Platform Assets separately or
collectively with other Assets; (c) adjourning an Auction; (d) adding procedural rules that are
reasonably necessary or advisable under the circumstances for conducting an Auction;
(e) canceling an Auction; (f) rejecting any or all Bids or Qualified Bids; and (g) adjusting the
applicable minimum overbid increment, including by requesting that Qualified Bidders submit last
or final bids on a “blind” basis. For the avoidance of doubt, the Debtors reserve the right, with
consent from the Committee, at any point prior to the selection of a Successful Bidder to terminate
the Sale processes contemplated hereunder with respect to any or all of the Debtors’ Assets and
seek to sell any or all assets pursuant to section 363(b) of the Bankruptcy Code.

XVII. Consent to Jurisdiction.

All Qualified Bidders at an Auction will be deemed to have consented to the core
jurisdiction of the Bankruptcy Court and waived any right to a jury trial in connection with any
disputes relating to a Sale, the respective Auction and the construction and enforcement of these
Bidding Procedures, or any written indications of interest, Preliminary Bid Documents, or the Bid
documents, as applicable, and consented to the entry of a final order or judgment in any way related
to these Bidding Procedures, the bid process, an Auction, the Sale Hearing, or the construction and
enforcement of any agreement or any other document relating to a Sale if it is determined that the
Bankruptcy Court would lack Article III jurisdiction to enter such a final order or judgment absent
the consent of the parties.

Any parties raising a dispute relating to these Bidding Procedures must request that such
dispute be heard by the Bankruptcy Court on an expedited basis.

XVIII. Fiduciary Out.

Notwithstanding anything to the contrary in these Bidding Procedures, nothing in these

Bidding Procedures or the Bidding Procedures Order shall require a Debtor or the board of
directors, board of managers, or similar governing body of a Debtor, after consulting with counsel,
to take any action or to refrain from taking any action related to any Sale to the extent taking or
failing to take such action would be inconsistent with applicable law or its fiduciary obligations
under applicable law; provided that the Debtors shall consult with the Committee promptly after
exercising any fiduciary out in accordance with these Bidding Procedures, and nothing in this
Section XVIII shall modify or supersede any consultation or consent rights of the Committee set
forth in these Bidding Procedures or the Bidding Procedures Order.

Furthermore, notwithstanding anything to the contrary in these Bidding Procedures,

through the date of an Auction, nothing in these Bidding Procedures or the Bidding Procedures

19
Order shall diminish the right of the Debtors and their respective directors, officers, employees,
investment bankers, attorneys, accountants, consultants, and other advisors or representatives to:
(a) consider, respond to, and facilitate alternate proposals for sales or other restructuring
transactions involving any or all of the Debtors’ Assets (each an “Alternate Proposal”);
(b) provide access to non-public information concerning the Debtors to any entity or enter into
confidentiality agreements or nondisclosure agreements with any entity; (c) maintain or continue
discussions or negotiations with respect to Alternate Proposals; (d) otherwise cooperate with,
assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternate
Proposals; and (e) enter into or continue discussions or negotiations with holders of claims against
or equity interests in a Debtor or any other party in interest in these chapter 11 cases (including the
Committee and the United States Trustee), or any other entity regarding Alternate Proposals. The
Debtors shall promptly distribute any Alternate Proposal (and any response thereto) to the
Committee.

20