Salad And Go - Chapter 11 APA Summary

Sale / Asset Purchase Agreement Summary

Parties Involved

• Sellers: And Go Concepts, LLC and its debtor affiliates — SAG Corporate Services LLC; AGC-Arizona Facilities, LLC; AGC-North Texas Facilities, LLC; Garland New Market LLC; AGC Topco, LLC; and AGC Holdco, LLC. And Go Concepts, LLC is the tenant under all of the Debtors' active leases and is the contracting Seller under the APA. (The Debtor footnote in the proposed Sale Order lists only the first five of these entities, omitting AGC Topco, LLC and AGC Holdco, LLC.)
• Purchaser: Boersma Bros. LLC, an Oregon limited liability company doing business as Dutch Bros.
• The Debtors state that there is no pre-existing relationship between the Buyer and the Debtors or their insiders, and that the APA reflects arm's-length negotiations conducted in good faith and without collusion or fraud. The proposed Sale Order would further find that the Buyer is not an insider of any of the Debtors within the meaning of section 101(31) of the Bankruptcy Code.
• Buyer credentials cited in support of adequate assurance: a New York Stock Exchange-listed company (NYSE: BROS) with annual revenue exceeding $1 billion, approximately 25% year-over-year revenue growth, a 30-year operating history, over 10,000 employees, and average unit volumes exceeding $2 million per location. The Buyer operates more than 1,177 drive-thru-only locations across more than 25 states — including Arizona, Nevada, California, and Texas — and is headquartered in Tempe, Arizona, the same city as several of the Sites.
• Kroll Restructuring Administration LLC serves as escrow agent; the Debtors are separately seeking to employ Kroll as claims and noticing agent.
• Doug Brickley serves as the Debtors' Chief Restructuring Officer and executed the APA on the Seller's behalf. Reed Smith LLP (Omar J. Alaniz, Dylan T.F. Ross, Haley B. Bray) is proposed counsel to the Debtors; the Buyer is represented by Greenberg Traurig, LLP (Riley Lagesen, Brian E. Greer), with Joshua Guenser as the Buyer's notice contact.
• The Debtors' service address in these cases — 909 E. Broadway Road, Tempe, AZ 85282, which is also the Seller's notice address under the APA — is itself one of the Sites being sold, appearing on the Assumed Lease Schedule and the Cure Amount Schedule as Store 1121 (Broadway and Rural).

Case Status and Procedural Posture

• The Debtors commenced voluntary chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, on August 4 and August 5, 2026 (Case No. 26-90753 (ARP)), and are operating their business and managing their properties as debtors in possession under sections 1107(a) and 1108. No trustee, examiner, or statutory committee of creditors has been appointed.
• The cases are jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b) and Bankruptcy Local Rule 1015-1.
• Background on the Debtors' business, capital structure, and the circumstances leading to the filings is set out in the Declaration of Fritz Gallagher in Support of Chapter 11 Petitions and First-Day Pleadings, filed August 4, 2026 and incorporated by reference.
• This is an amended motion. Per footnote 2, it was filed solely to update the cure schedule at Exhibit B; all other contents of the original motion at Docket 11 remain unchanged. The Sale Order attached to the Motion is a proposed form — the Sale Hearing date, supporting docket numbers, and Supporting Declarations remain blank placeholders — so findings described below as being in the Sale Order are requested, not entered.

Side Letter

• To prevent equity holders from receiving a windfall upon an exercise of the fiduciary out, the Buyer and certain equity holders of the Seller entered into a side letter under which those Equity Holders agreed to turn over to the Buyer any distributions received on account of an Alternative Transaction in excess of what they would have received under the APA.
• Approximately 65% of Equity Holders support the Sale and have signed the Side Letter.
• The Side Letter was negotiated at arm's length and in good faith and does not restrict or impair the Debtors' fiduciary duties to consider, respond to, negotiate, and, if appropriate, consummate an Alternative Transaction.

Assets Being Sold

• As used in the Motion, references to the "Assumed Leases" include assignable utility contracts where applicable; the proposed Sale Order refers to the leases and those utility contracts collectively as the "Assumed Contracts/Leases."
• Material assets of the Debtors' leasehold portfolio related to the Sites, including 51 Salad and Go drive-thru locations in Arizona and Nevada and certain additional leases located in Texas and Oklahoma.
• Purchased Assets comprise the Seller's right, title, and interest in all assets used in connection with the Sites, including:
  • The Real Property Leases and Texas Leases pertaining to the Sites (the Assumed Leases), together with all security or similar deposits thereunder;
  • Furniture, fixtures and equipment used in operating the Sites, vehicles, machinery, computers, point-of-sale systems, leasehold improvements, customer lists (to the extent available on a per-Site basis), other fixed assets, and, to the extent assignable at de minimis cost, related manufacturer, seller, or lessor warranties;
  • Utility contracts pertaining to the Sites, solely to the extent assignable, including deposits thereunder;
  • Causes of action related to the Purchased Assets, claims for refunds of Taxes paid in connection with the Purchased Assets, and all Licenses to the extent transferable.
• Excluded Assets include the Seller's corporate records and Tax Returns; bank accounts, cash and cash equivalents, investments, and adequate assurance deposits; accounts receivable; insurance policies and related refunds; all Intellectual Property and other intangible assets; Tax refunds, rebates, credits, and deposits other than those included in the Purchased Assets; all Inventory and related rebates, prepayments, deposits and refunds; all perishable inventory and food and beverage products; causes of action related to the Excluded Assets; all Contracts other than the Assumed Leases and assignable utility agreements; and other assets identified on Schedule 1.2(k). Because all Intellectual Property is excluded, the Buyer acquires no rights in the "Salad and Go" brand — the reason brand-specific Use Restrictions in the leases are central to the Debtors' section 365(f) argument below.
• Assumed Liabilities are limited to (i) obligations under the Assumed Leases to the extent performed after, and accruing and relating to operation of the Sites subsequent to, the Closing Date and not relating to an uncured pre-Closing breach, and (ii) Property Taxes that are the Buyer's responsibility under Section 6.4(b) of the APA.
• All other liabilities are Excluded Liabilities, including liabilities incident to the Excluded Assets; accounts payable; Excluded Taxes; liabilities arising from pre-Closing events or operation of the Sites; Indebtedness; Transaction Expenses and Lease Expenses; pre-Closing claims and Proceedings; obligations to equity holders in such capacity; warranty obligations under Material Contracts; environmental and Hazardous Materials liabilities accruing on or prior to Closing; employee-related obligations accrued or relating to pre-Closing periods (including wages, accrued vacation, paid time off, retention and incentive arrangements, Plans, and WARN Act obligations); loyalty and gift card program obligations; and all Required Cure Costs.

Overview of the Debtors' Portfolio

• The Debtors own and operate a quick-service, drive-thru restaurant chain under the "Salad and Go" concept offering affordable, health-focused menu items such as salads, bowls, wraps, breakfast burritos, and soups. The Restaurants occupy a compact footprint with no kitchen, hood, grill, or fry equipment and feature single or double drive-thru lanes.
• The lease portfolio consists of approximately 130 locations across five states, concentrated in Arizona, Texas, Nevada, and Oklahoma, with unopened sites in California.
• The Sites occupy approximately 800 to 1,500 square feet with no dine-in seating and no kitchen, hood, grill, or fryer, such that only operators with a compatible drive-thru-native model can use the Sites without incurring material cost, delay, and permitting risk to reconfigure the premises.
• Terminology note: paragraph 10 of the Motion defines "Sites" as the approximately 75 locations where the Debtors ceased operations prepetition, but paragraph 1 and the APA use the same term to mean the locations being sold (the APA defines each "Site" by reference to Schedules A and B, totaling 65). Except where the summary describes the prepetition closures, references to the Sites should be read as the 65 Assumed Leases.

Purchase Price

• Aggregate consideration for the Purchased Assets (excluding the Texas Leases) is $105 million in cash, comprised of:
  • A $10 million deposit paid into escrow with Kroll, inclusive of the $1 million deposit paid prior to the Effective Date; and
  • $95 million payable at Closing (the Base Purchase Price), plus any Deposit Adjustment, minus any Site Adjustment Amount, plus any Rejection Fees, subject to adjustments set forth in the APA.
• Consideration for the Texas and Oklahoma Leases is $50 (the Texas Leases Purchase Price).
• The consideration is in addition to the Buyer's assumption of the Assumed Liabilities.
• At Closing, all outstanding Cure Costs and Lease Expenses due under the Assumed Leases and not paid by the Debtors will be deducted from the Base Purchase Price and paid by the Buyer, on the Seller's behalf, directly to the applicable payees per the Lease Expense Statement. Under Section 2.2, the Buyer's Closing wire equals the Base Purchase Price, minus those Cure Costs and Lease Expenses, minus the Deposit (which the Escrow Agent releases to the Seller at Closing), plus the Texas Leases Purchase Price.
• Note on the aggregate figure: the $2,058,823.53 Site Adjustment Amount is exactly $105,000,000 divided by the 51 Real Property Leases, indicating the headline price is allocated across the Arizona and Nevada Sites. The Section 2.2 Closing Payment formula, however, subtracts the $10 million Deposit from the $95 million Base Purchase Price rather than treating it as additive, which read literally would produce aggregate consideration of $95 million rather than the $105 million stated in Section 2.1 and in paragraphs 22 and 31 of the Motion. The documents are internally inconsistent on this point.
• The Debtors believe the Purchase Price is a premium to market price, offered in connection with the direct sale structure, and — together with the certainty of closing and limited conditionality offered by the Buyer — represents the highest and best value reasonably obtainable under the circumstances. Sale proceeds are expected to be sufficient to pay all allowed claims against the Debtors' estates in full.

Purchase Price Adjustments and Lease Rejection Rights

• Up until Closing, the Buyer may reject any Real Property Lease or Texas Lease included within the Assumed Leases, in which case the Purchase Price is reduced by $2,058,823.53 per rejected Real Property Lease (the Site Adjustment Amount). The Purchase Price is not subject to reduction for rejection of any Texas Lease.
• The rejection right arises only where (i) the parties cannot assign the lease to the Buyer for Buyer's Required Use pursuant to the Sale Order or section 365, (ii) the Bankruptcy Court determines an applicable Use Restriction is enforceable and the landlord will not consent to a waiver or modification on terms reasonably satisfactory to the Buyer, or (iii) the Court determines the Buyer will not be able to utilize lease renewal provisions and the landlord will not consent to a waiver or modification on satisfactory terms.
• For each Real Property Lease rejected in excess of five, the Buyer will pay the Seller a $100,000 Rejection Fee per lease, which increases the Purchase Price. By way of example, rejection of eight Real Property Leases yields $300,000 in Rejection Fees. No fee of any kind is payable in connection with rejection of any Texas Lease.
• For eight months following the Closing Date, the Buyer and its affiliates may not directly or indirectly solicit, negotiate, enter into, or otherwise acquire any lease, sublease, license, occupancy agreement, or other right to occupy the premises demised under a rejected Real Property Lease with the applicable landlord or its successor, assignee, or affiliate. Breach requires the Buyer to pay the Seller, within ten business days, cash equal to the Site Adjustment Amount previously credited (net of any associated Rejection Fees) for that lease.

Tax Matters

• Purchase price allocation: the Closing Payment and other items treated as consideration for U.S. federal income tax purposes, including the Assumed Liabilities, are allocated among the Purchased Assets under section 1060 of the Code and the methodology at Exhibit A to the APA. The Buyer delivers a draft Allocation within 90 days after Closing; the Seller has 15 days to object; if the parties cannot resolve a dispute within a further 15 days it goes to a mutually acceptable accounting firm, with fees borne equally. Both parties file consistently, including IRS Form 8594, absent a final determination under section 1313(a).
• Property Taxes for any Straddle Period are apportioned by days between the Pre-Closing Tax Period (Seller) and the Post-Closing Tax Period (Buyer), using the most recent available information where actual amounts are unknown at Closing and truing up by payment between the parties once determined. Such payments are treated as Purchase Price adjustments.
• Transfer Taxes not exempt under the Sale Order or section 1146 are borne and paid by the Seller when due, with the Seller filing the related returns at its own expense and the Buyer cooperating as necessary.
• The Buyer may deduct and withhold Taxes required under the Code or other applicable Tax Law, subject to commercially reasonable advance notice to the Seller, cooperation to reduce or eliminate withholding where permitted, timely remittance to the applicable authority, and delivery of evidence of payment.

Marketing Process

• Prior to the Petition Date, the Debtors ceased operations at approximately 75 Sites, primarily leases in Texas and Oklahoma, while continuing to pay rent through July 31, 2026. The combination of lost revenue and continued expense at the closed locations contributed to the Debtors' financial strain.
• The Debtors pursued monetization of their leasehold interests and reduction of liabilities, including soliciting a going-concern sale and lease assignments with landlord consent for "Key Money" from tenants seeking favorable lease terms. The Debtors completed 6 Key Money lease assignments prior to the Petition Date and have executed 15 additional assignments.
• Because of the nature of the Restaurant footprint, the universe of potential buyers is narrow. The Debtors' advisors screened the U.S. restaurant and beverage chain market of scale against criteria including (i) a drive-thru-native operating model with no indoor seating, (ii) established scale of approximately 300 or more U.S. locations, (iii) sufficient financial resources to fund and integrate a transaction of this size, (iv) a small-footprint, hood-less format compatible with the Sites, (v) an interest in expanding density in, or entering, the Phoenix, Arizona market, and (vi) a proven, funded expansion engine capable of absorbing a large number of units at once.
• Applying these criteria, only three operators nationally satisfied all applicable criteria, and one of the three was not interested in the full portfolio. The Debtors determined that strategic coffee or smoothie operators — which are unlikely to require a kitchen, hood, grill, or fry area — were prime candidates, for which the Debtors' leasehold footprint offered quick market share expansion with cheaper investment and a faster permitting process.
• The Debtors identified the Buyer and two of the Buyer's competitors as the most likely candidates, provided them management access and a virtual data room, and then engaged in extensive negotiations over a potential equity or asset sale/lease assignment. Because And Go Concepts LLC is the tenant under all leases, including the non-performing leases, an equity sale was impractical.
• The Debtors ultimately focused on two potential buyers, meeting with both at their headquarters for in-person negotiations on July 26 and 27, 2026, and received bids from both. In comparing the bids, the Debtors weighed purchase price, the number and type of purchased leases (including leases that could not be monetized through Key Money arrangements at the same value), the length of the proposed closing schedule, closing conditions including the ability to remove leases based on use restrictions, and other factors, evaluating beyond the headline price the certainty of closing on a sufficient number of leases.
• The Debtors selected Boersma Bros. LLC as the party submitting the highest or otherwise best offer on a totality-of-the-circumstances basis, considering deal certainty, speed of closing, limited conditionality, and overall value to the estates.

Sale Structure — No Auction

• The APA provides that the Sale is intended to constitute a private sale pursuant to sections 105, 363, and 365 of the Bankruptcy Code, not subject to higher and better offers. The APA recites that the Seller extensively marketed the assets and, upon consummation of an informal auction, chose the Buyer as the successful bidder providing the highest and best price for the Purchased Assets.
• In the in-person negotiations, both remaining bidders expressed a strong desire for a direct sale of assets without a formal auction process and insisted on exclusivity to prevent the Debtors from shopping their bids to the other party.
• The Debtors weighed that request against a traditional section 363 auction and agreed to it for several reasons: the Debtors believe the two bidders increased their purchase price on the condition of a direct sale; the purchase price under either bid would pay creditors in full; the Debtors believed that, because of the screening criteria described above, they had identified the only two bidders willing to submit bids of that scale; and the Debtors determined they would soon run out of cash, creating an urgent need for DIP financing, with potential DIP lenders expected to require an APA executed prepetition as a condition to funding. The pay-creditors-in-full conclusion rests on the Debtors' stated assumption that landlord rejection claims are capped under 11 U.S.C. section 502(b)(6).
• Given the exceptionally narrow universe of qualified purchasers, the Debtors submit that a further public auction would have been unlikely to attract additional credible competing bids and would have exposed the estates to additional cost, delay, and execution risk without any reasonable prospect of enhancing recoveries.

Fiduciary Out and Bid Protections

• The Debtors heavily negotiated for a fiduciary out. Following robust negotiation, the parties agreed to include one, conditioned on the Buyer receiving a termination fee of $3.8 million plus the Buyer's reasonable and documented out-of-pocket expenses (including reasonable attorneys' fees), payable in the event of a termination of the APA in connection with an Alternative Transaction.
• The Termination Fee constitutes an allowed administrative expense claim, is payable within five days of the closing of an Alternative Transaction, and will be held in escrow from the proceeds of any such Alternative Transaction pending payment. The Seller agrees such escrowed funds are not property of its bankruptcy estate.
• The Termination Fee is not payable due to any inability by the Seller to convey or assign its right, title, and interest in any of the Texas Leases.
• When payable, the Termination Fee constitutes liquidated damages and the sole and exclusive remedy of the Buyer against the Seller; upon payment, neither the Buyer nor any other person has any other remedy against the Seller or its estate. The Buyer also receives a full refund of the Deposit in addition to the Termination Fee.
• Nothing in the APA, the Sale Order, or the Side Letter restricts the Seller's exercise of its fiduciary duties, upon written advice of counsel, to consider, respond to, and negotiate the terms of any unsolicited inquiry, proposal, or offer relating to an Alternative Transaction, or to accept, seek approval of, and consummate an Alternative Transaction pursuant to a Final Order. The Seller has agreed it shall not solicit any Alternative Transaction.
• Exercise of the fiduciary out does not constitute a breach or default by the Seller; the Buyer's sole and exclusive remedy is return of the Deposit and payment of the Termination Fee as an administrative expense claim.

Overbid

• To qualify as an Alternative Transaction, a transaction must provide a cash purchase price for the Purchased Assets exceeding the Purchase Price, plus the Assumed Liabilities, plus the Termination Fee, plus a minimum initial overbid of $10 million — an effective floor of roughly $118.8 million before accounting for Assumed Liabilities and the Buyer's expense reimbursement. In the APA's definition of "Alternative Transaction," the price threshold appears syntactically within the plan-of-reorganization clause; paragraph 24 of the Motion applies it to any Alternative Transaction.
• An Alternative Transaction means any transaction (or series of related transactions), other than the Sale, providing for the direct or indirect sale, transfer, assignment, or other disposition of all or a substantial portion of the Purchased Assets to any person other than the Buyer or its affiliates or designees, whether effected under section 363 or a plan of reorganization or liquidation. Dispositions of assets in the ordinary course of business do not constitute an Alternative Transaction.

Good Faith Deposit

• Upon execution of the APA, the Buyer deposited with Kroll, as escrow agent, an amount equal to 10% of the Cash Consideration — $10 million, inclusive of the $1 million good faith deposit paid at the LOI stage. ("Cash Consideration" is not separately defined in the APA; the stated $10 million Deposit equals 10% of $100 million, not of the $105 million aggregate consideration.) The Deposit is subject to forfeiture or refund in accordance with the APA and is held and disbursed under the APA and the Escrow Agreement, substantially in the form at Exhibit B to the APA.
• The Deposit is fully refunded to the Buyer if the APA is terminated pursuant to Sections 9.1(a), (b), (d), (e), (f), (g) and (h).
• The Deposit is forfeited to the Seller as liquidated damages if the Seller terminates pursuant to Section 9.1(c) (Buyer breach). In every other termination scenario the Escrow Agent returns the Deposit to the Buyer, and under Section 9.2(b) the Buyer's receipt of those amounts is its sole and exclusive remedy — the Buyer is entitled to no other damages, losses, or payment from the Seller, and the Seller has no further obligations or liability of any kind to the Buyer, its Affiliates, or any third party on account of the APA.
• If the APA terminates upon consummation of an Alternative Transaction under Section 9.1(h), the Escrow Agent returns the Deposit to the Buyer and the Seller pays the Termination Fee; together these constitute the Buyer's sole and exclusive remedy.
• The Deposit and any proceeds thereof do not constitute property of the Debtors' estates unless and until validly released to the Debtors pursuant to the terms of the APA and Escrow Agreement.

Assumption and Assignment

• The Debtors seek approval of the Assumed Lease Schedule (Exhibit A) and their good-faith calculation of Cure Costs (Exhibit B), the update to which is the sole change made by this amended Motion. The Cure Amount Schedule reflects 51 Real Property Leases in Arizona and Nevada under Schedule A and 14 Texas and Oklahoma leases under Schedule B, for a grand total of 65 Assumed Leases and aggregate proposed cure amounts of $673,660.64 (Schedule A subtotal of $556,427.57; Schedule B subtotal of $117,233.07). Each lease's proposed cure amount is stated as one month's Total Monthly Rent, comprising base rent ($635,011.25 in the aggregate), CAM ($30,453.44), property tax ($7,260.72), insurance ($859.50), and other occupancy charges ($75.73).
• The Debtors reserve all rights to determine, in their business judgment, which leases will ultimately be assumed; inclusion on the Cure Amount Schedule is not a commitment to assume a lease.
• The Debtors will pay, or cause to be paid, all Required Cure Costs at or prior to Closing as required by section 365(b)(1); to the extent not paid by the Seller, Cure Costs and Lease Expenses are deducted from the Base Purchase Price and paid by the Buyer at Closing.
• Notice of the Motion, the Assumed Lease Schedule, and the Cure Amount Schedule will be served on each Lease Counterparty. Any counterparty objecting to its proposed Cure Costs or to the assumption and assignment of its lease must timely file and serve an objection to the Motion; failure to object is deemed consent to both the assumption and assignment and the proposed Cure Amount.
• The proposed Sale Order would find that the Cure Amounts on Exhibit B are the sole and entire amounts necessary under sections 365(b)(1)(A), 365(b)(1)(B), and 365(f)(2)(A) to cure all monetary defaults and pay all actual pecuniary losses, that they shall not exceed the amounts stated on Exhibit B, and that no other amounts are or shall be due in connection with the assumption and assignment.
• Upon assignment, section 365(k) would relieve the Debtors of further liability under the Assumed Leases. Lease counterparties would be permanently barred and enjoined from asserting any default, breach, claim, pecuniary loss, or condition to assignment against the Debtors or the Buyer (other than the right to payment of the Cure Amount), from asserting indemnity or warranty claims for pre-Closing acts or any counterclaim, defense, or setoff against the Buyer, and from imposing or charging against the Buyer any rent accelerations, assignment fees, increases, or other fees on account of the assumption and assignment. Any dispute over a Cure Amount does not affect the validity of the assumption and assignment.
• The Debtors request that the Assumed Leases be assigned inclusive of all renewal options, notwithstanding any provision in the leases or applicable non-bankruptcy law restricting, conditioning, or prohibiting assignment, including any Use Restriction limiting the Buyer's use of the premises.
• To the extent any Assumed Lease restricts permitted use to the operation of a "Salad and Go" restaurant or a specific brand name — thereby rendering the lease unassignable to any third party — the Debtors assert such restriction is a de facto anti-assignment provision overridden by section 365(f)(1) as a matter of law and unenforceable against the Buyer, citing Rickel Home Centers, U.L. Radio, and ANC Rental.
• Where the Bankruptcy Court determines a Use Restriction is not an anti-assignment provision subject to section 365(f), the Seller and Buyer will negotiate with the applicable landlord for a waiver or modification, and the Buyer may exclude the affected lease from the Purchased Assets and reduce the Purchase Price by the applicable Site Adjustment Amount.
• Adequate assurance: the Buyer's drive-thru-only format occupies approximately 800 to 1,500 square feet with double drive-thru lanes — identical to the physical footprint of the Sites — such that no material physical alterations would be required, traffic patterns would remain unchanged, and the operational footprint is fully compatible with existing site plans. The Debtors submit that the Buyer's financial strength, operating history, identical physical format, and track record in the same geographic markets, together with payment of the Required Cure Costs and its promise to perform post-Closing obligations, constitute adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2)(B).
• The proposed Sale Order would further find that no landlord will suffer actual and substantial detriment from assignment, given the Buyer's drive-thru format, financial health, operation in the same geographic markets, and status as a traffic-driving anchor tenant — a finding that depends on the evidentiary record at a Sale Hearing that has not yet been scheduled.
• At Closing, any postpetition amounts owing under the Assumed Leases will be paid by the Seller or by the Buyer on the Seller's behalf, with a corresponding reduction to the Purchase Price. To the extent the Buyer pays postpetition amounts in connection with a landlord dispute, the Buyer may assert an administrative expense claim against the estates.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the Purchased Assets free and clear of all liens, claims, encumbrances, and interests under section 363(f), submitting that as to each holder one or more of the disjunctive standards in sections 363(f)(1)-(5) is satisfied, including consent (or deemed consent) or the ability to be compelled in a legal or equitable proceeding to accept a monetary satisfaction of its interest.
• Any liens, claims, encumbrances, and interests will attach to the proceeds of the Sale with the same validity, priority, and effect as they had against the Purchased Assets immediately prior to the Sale. Nothing impairs the Debtors' ability to contest, in their sole discretion, the extent, validity, or amount of any asserted interest.
• The Buyer would not have entered into the APA or consummated the transactions if the Sale and the assumption of Assumed Liabilities were not free and clear of all liens, claims, encumbrances, and interests other than the Assumed Liabilities.
• Neither the Buyer nor its affiliates is a successor to the Debtors or their estates under any theory of law or equity, and neither will assume or be responsible for any liability of the Debtors or their estates except as expressly provided in the APA. The Debtors request a finding that the acquisition is free and clear of successor or transferee liability claims of any kind, whether known or unknown as of Closing.
• The proposed Sale Order provides that the Buyer is not a continuation, alter ego, de facto merger partner, or successor employer of any Debtor, including under revenue, pension, ERISA, tax, labor, employment, environmental (including CERCLA), escheat or unclaimed property laws, or any products liability or product warranty doctrine. The Buyer would not have acquired the Purchased Assets but for these protections.
• The proposed Sale Order would permanently bar and enjoin all holders of liens, claims, encumbrances, and interests from asserting them against the Buyer, its successors, its property, or the Purchased Assets — including from commencing or continuing any action, enforcing any judgment, creating or perfecting any lien, asserting setoff, subrogation, or recoupment, or revoking, terminating, or refusing to transfer or renew any license, permit, or authorization needed to operate the Purchased Assets. No governmental unit may deny, revoke, suspend, or refuse to renew any permit or license on account of the bankruptcy filing or the Sale to the extent doing so would violate section 525. The Sale Order is self-executing, and a certified copy may be filed or recorded to cancel liens of record.
• The parties waive compliance with any bulk sales, bulk transfer, or similar laws, and the proposed Sale Order provides that no such law applies to the Buyer or the transactions.
• The transactions and any documents necessary to consummate the Sale are exempt, to the maximum extent permitted by law, from document recording, stamp, conveyance, intangibles, mortgage, real estate transfer, mortgage recording, UCC filing, and similar taxes and fees. To the extent any Transfer Taxes are not exempt under the Sale Order or section 1146, Section 6.4(c) of the APA makes them the Seller's responsibility, payable when due.

Good Faith Purchaser

• The Debtors request a finding that the Buyer is a good faith purchaser entitled to the full protections of section 363(m). The APA was negotiated at arm's length and in good faith, without collusion or fraud of any kind, and the Debtors state that the Buyer "was selected through a competitive bidding." That characterization sits alongside the Motion's request to approve the transaction as a private sale with no auction, and alongside the APA recital that the Seller "upon consummation of an informal auction has chosen Buyer as the successful bidder" — three differing descriptions of the same process across the Motion and the APA.
• Neither the Debtors nor the Buyer engaged in conduct that would cause or permit the Sale or the APA to be avoided or subject to monetary damages under section 363(n). The Buyer did not act in a collusive manner, and neither the Purchase Price nor the Texas Leases Purchase Price was controlled by any agreement among bidders.
• The consideration constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act, and the Uniform Fraudulent Conveyance Act.

No Sub Rosa Plan

• The Debtors submit the Sale is not a sub rosa or de facto plan because it does not impair or restructure existing debt or equity interests, impair or circumvent plan voting rights, circumvent chapter 11 safeguards such as sections 1125 and 1129, or classify claims or interests or extend debt maturities.

Seller's Representations and Warranties

• The Seller's Article IV representations are qualified by the Disclosure Schedules, by the limitations inherent in its status as a debtor in possession, and by the Bankruptcy Code and orders of the Bankruptcy Court. Critically, none of the Article IV statements is deemed to relate to the Texas Leases — the Buyer receives no representations whatsoever regarding the 14 Schedule B leases it is acquiring for $50.
• Subject matter covered includes organization, authority, and enforceability; compliance over the past three years with applicable Laws and Governmental Orders as to the Assumed Leases; absence of litigation; good and valid title to or a valid leasehold interest in the Purchased Assets, subject to Permitted Liens; Tax matters (timely and accurate Tax Returns, Taxes paid, no pending audits, no Tax Liens — each except as may result from the bankruptcy filing); Material Contracts, defined narrowly as the Real Property Leases, the Texas Leases, and Contracts creating non-permitted Liens on the Purchased Assets; Real Property, including quiet possession, no eminent domain or condemnation notices, no unreturned applied security deposits, no brokerage commissions, and no past-due landlord payments beyond notice and cure periods except as scheduled; Environmental compliance, subject to exceptions listed on Schedule 4.8(c); and Solvency, including that the Seller anticipates the Purchase Price will suffice to pay all allowed Claims against it.
• "Seller's Knowledge" is defined by reference to two Knowledge Persons — Florian van Rappard and Wessel Meijdam — including knowledge each would reasonably be expected to have after reasonable inquiry.
• Any inaccuracy or breach attributable solely to a particular Site or its related lease, without transaction-wide effect, constitutes a Site-Specific Failure addressed exclusively under Section 7.3, rather than a basis for the Buyer to refuse to close or to terminate.

Closing Conditions

• The Buyer's obligation to close is conditioned on, among other things: the accuracy of the Seller's representations and warranties in all material respects (and in all respects for those qualified by materiality or Material Adverse Effect); the Seller's performance in all material respects of its covenants; a further condition at Section 7.1(b) that is truncated in the filed text and appears to parallel the Seller's no-Proceeding and no-Governmental Order condition; delivery of the Seller Closing Deliverables; and entry of the Sale Order in form and substance satisfactory to both parties in their respective sole discretion, as a Final Order authorizing the sale and the assumption and assignment of the Assumed Leases.
• The Seller's obligation to close is conditioned on, among other things: the accuracy of the Buyer's representations and warranties on the same standard; the Buyer's performance in all material respects of its covenants; the absence of any pending Proceeding or effective Governmental Order restraining or prohibiting the transactions; delivery of the Buyer Closing Deliverables; and entry of the Sale Order as a Final Order in form and substance acceptable to both parties in their respective sole discretion.
• Seller Closing Deliverables include executed Bills of Sale and Assignment and Assumption Agreements; an officer's bring-down certificate; a good standing certificate; evidence of all Required Consents, to the extent not rendered unnecessary by the Sale Order or by operation of sections 363 or 365; executed Assignments and Assumption of Lease for all Assumed Leases other than the Texas Leases, inclusive of all renewal options, together with any Lease Amendments required to permit Buyer's Required Use without Use Restrictions; a secretary's certificate with authorizing resolutions; an IRS Form W-9; and the Sale Order. Buyer Closing Deliverables comprise counterpart signatures to those instruments, a bring-down certificate, a secretary's certificate, and the payments required by Sections 2.2 and 2.3.
• Between signing and Closing, the Seller must cooperate in obtaining Consents and provide reasonable diligence access to the Sites, Records, and Purchased Assets, subject to privilege, applicable Law, confidentiality obligations, and non-interference with operations. The Buyer must use commercially reasonable efforts to obtain the landlord consents, estoppels, lease assignments, Lease Amendments, and waivers necessary to effect the assignments and its post-Closing operation of the Sites. A Site excluded through a Site-Specific Failure is treated as rejected for purposes of Section 6.3(c), which also carries the eight-month non-solicitation covenant.
• Site-Specific Failures: where a closing condition fails solely because of a matter attributable to a single Site or its related lease without transaction-wide effect, the Buyer must still close as to the remaining Sites. The affected Site and its uniquely associated Purchased Assets and Assumed Liabilities are excluded, the lease is treated as rejected for purposes of Section 6.3(c), and the Purchase Price is reduced by the applicable Site Adjustment Amount.
• The parties may agree post-Closing to continue working in good faith to satisfy outstanding conditions for an affected Site and consummate a Delayed Closing. The purchase price for a Delayed Closing Site equals the Site Adjustment Amount (or $5 for a Schedule B Site), plus any Deposit Adjustment for such Site, minus any Rejection Fees already paid, less amounts required to discharge related Cure Costs and Lease Expenses not paid by the Seller.
• The Buyer represents it has sufficient cash on hand or other immediately available funds to pay the Purchase Price, and that its obligation to close is not subject to any financing condition or contingency. Based on diligence through the Effective Date, the Buyer represents it knows of no documented Use Restrictions in the Real Property Leases or Texas Leases that expressly prohibit Buyer's Required Use — the drive-through sale of coffee, non-coffee beverages, and food items in the ordinary course.
• The proposed Sale Order approves the Buyer's rights under Sections 6.3(c), 6.5(f), and 7.3 of the APA to exclude any Real Property Lease or Texas Lease and make corresponding Purchase Price adjustments. Time is of the essence in consummating the transactions.

Termination Provisions

• The APA may be terminated prior to Closing: (a) by mutual written consent; (b) by either party if a permanent injunction or other Governmental Authority order preventing consummation becomes final and non-appealable; (c) by the Seller for a Buyer breach that would cause a failure of the Section 7.2(a) conditions and is not cured within 30 days of written notice; (d) by the Buyer for a Seller breach that would cause a failure of the Section 7.1(a) conditions and is not cured within 30 days of written notice (excluding any breach constituting a Site-Specific Failure); (e) by either party if the Closing has not occurred on or before the Outside Date of December 31, 2026; (f) by the Buyer upon the occurrence of a Material Adverse Effect; (g) by the Buyer upon receiving notice that the Seller intends to pursue an Alternative Transaction; or (h) automatically upon consummation of an Alternative Transaction.
• In each of clauses (c) and (d), the terminating party may not then be in material breach; the Outside Date right is unavailable to a party whose breach primarily caused the failure to close.
• Upon termination the APA becomes null and void with no liability on the part of either party or the Seller's estate, subject to Section 9.2 and except for liability for willful and material breach or Fraud. Specified provisions survive termination, including public announcements, escrow deposit, notices, governing law, no third-party beneficiaries, expenses, injunctive relief and jurisdiction, no recourse, the termination fee, effect of termination, and Article X together with related definitional provisions.
• The Seller's representations and warranties do not survive the Closing. Covenants to be performed after Closing survive, provided the Seller's post-Closing covenants terminate upon closing of the Bankruptcy Case or confirmation of a plan.
• Neither the APA nor any Transaction Document is subject to rejection, avoidance, or unwinding by the Debtors, their estates, creditors, equity holders, or any trustee, examiner, or receiver.

Remedies, Assignment, and Limitations on Recourse

• Prior to a valid termination, each Party is entitled to specific performance of the APA — including the obligation to consummate the transactions and effect the Closing — and to injunctive or other equitable relief without proof of actual damages, in addition to any other remedy available at law or in equity. This right operates alongside, and in some tension with, the post-termination provisions making the Deposit and the Termination Fee the Buyer's sole and exclusive remedies.
• The Buyer may assign its rights or designate Affiliates to perform its obligations or take title to Real Property, but remains primarily liable notwithstanding any assignment. The Seller may assign to a chapter 7 trustee or successor estate representative without the Buyer's consent, and the APA binds any liquidating trust or other successor entity appointed under a confirmed plan.
• Claims arising out of the APA may be brought only against the Parties themselves; no Affiliate, former, current, or future officer, director, employee, direct or indirect equity holder, partner, manager, attorney, representative, successor, or assign bears liability for a Party's obligations.
• The APA and the Ancillary Agreements constitute the entire agreement on their subject matter, superseding prior and contemporaneous understandings; the body of the APA controls over the Exhibits, Schedules, and Disclosure Schedules; and amendments require a writing signed by each Party.

Application of Sale Proceeds

• Unless an order approving the Debtors' DIP facility motion provides otherwise, net Sale proceeds — after payment of Cure Costs, Lease Expenses, and other amounts required to be paid at Closing — will be retained by the estates and distributed pursuant to a chapter 11 plan, a distribution motion, or further order of the Court. Nothing in the Motion or the Sale Order authorizes any distribution of Sale proceeds to any creditor or interest holder except as set forth in the Motion or as otherwise ordered by the Court.
• The Debtors will reserve from Sale proceeds amounts sufficient to pay all U.S. Trustee quarterly fees under 28 U.S.C. § 1930(a)(6) and 31 U.S.C. § 3717 until the earlier of the closing of the Chapter 11 Cases or entry of a final decree.
• Amounts payable by any Debtor under the APA or related documents will be paid without further Court order and allowed as administrative claims under sections 503(b) and 507(a)(2), not discharged or modified by any chapter 11 plan absent express written agreement with the Buyer. The Buyer is not required to file any motion or claim for such administrative expense.

Post-Closing Arrangements

• The Debtors request a waiver of the fourteen-day stay periods under Bankruptcy Rules 6004(h) and 6006(d), and that notice satisfy Bankruptcy Rule 6004(a), so the Sale Order is immediately effective and enforceable upon entry. The proposed Sale Order also waives Bankruptcy Rules 4001, 6004(a), 6004(b), and 6006 and applicable Local Rules.
• The Buyer will be authorized, as of the Closing Date, to operate under any transferred license, permit, registration, and governmental authorization of the Debtors with respect to the Purchased Assets, to the greatest extent available under applicable law.
• Post-Closing, each party will execute further documents and take further actions as reasonably required to give effect to the transactions. If the Seller is later found to possess a Purchased Asset, it must transfer it to the Buyer within five business days for no additional consideration; misdirected payments must be remitted within five business days of receipt.
• The APA and related documents may be modified without further Court order provided the modification does not have a material adverse effect on the estates; any modification with such an effect must be filed on the docket and served on the master service list, with parties-in-interest afforded five days to object.
• The terms of the Sale Order and the APA survive conversion to chapter 7 or dismissal and bind successors, including any subsequently appointed trustee, who is authorized and directed to operate the Debtors' business to the extent necessary to permit compliance. Nothing in any chapter 11 plan or confirmation order may alter, conflict with, or derogate from the Sale Order or APA; if Closing has not occurred prior to confirmation, the Debtors may implement the Sale Order through a confirmed plan.
• The Buyer is not required to seek relief from the automatic stay to enforce its remedies or exercise its rights under the APA, including to give notice or terminate. The Court retains jurisdiction to interpret, implement, and enforce the Sale Order and the APA and to adjudicate related disputes.
• Nothing in the proposed Sale Order creates any rights in favor of, or enhances the status of, any claim held by any party.

Notice

• Notice of the Motion, the Assumed Lease Schedule, and the Cure Amount Schedule will be provided to the U.S. Trustee for the Southern District of Texas; the holders of the 30 largest unsecured claims on a consolidated basis; the U.S. Attorney's Office for the Southern District of Texas; the IRS; the SEC; the state attorneys general for states in which the Debtors conduct business; other regulatory agencies with a regulatory or statutory interest; the Buyer and its counsel; all counterparties to the Assumed Leases; the Equity Holders party to the Side Letter; and any party requesting notice under Bankruptcy Rule 2002.

Key Dates

• In-person negotiations with the two final bidders at their headquarters: July 26–27, 2026
• Rent paid at closed locations through: July 31, 2026
• LOI executed (including $95 million purchase price, exclusivity through Aug. 3, 2026, and $1 million good faith deposit): July 31, 2026
• LOI exclusivity period ran through: Aug. 3, 2026
• APA Effective Date: Aug. 4, 2026
• Petition Date: Aug. 4, 2026 and Aug. 5, 2026
• Amended Motion filed: Aug. 6, 2026
• Objection Deadline: 21 days from the date the Motion was filed
• Sale Hearing: date left blank in the proposed Sale Order
• Targeted Sale Order entry: Seller to use commercially reasonable efforts to obtain entry within 30 days after the filing of the Bankruptcy Case, subject to court availability
• Lease Expense Statement delivery: at least 3 business days prior to the anticipated Closing Date
• Outside Date: Dec. 31, 2026
• Purchase price allocation: Buyer delivers a draft within 90 days after Closing; Seller has 15 days to object; unresolved disputes go to a mutually acceptable accounting firm after a further 15 days, with fees split equally

Jurisdiction, Venue, and Governing Law

• The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has jurisdiction under 28 U.S.C. §§ 157 and 1334 and the Order of Reference to Bankruptcy Judges entered by the U.S. District Court for the Southern District of Texas on May 24, 2012; this is a core proceeding under 28 U.S.C. § 157(b); venue is proper under 28 U.S.C. §§ 1408 and 1409.
• Statutory bases for the relief sought are sections 105(a), 363, 365, 503, 507, 1107(a), and 1108 of the Bankruptcy Code and Bankruptcy Rules 2002, 6003, 6004, 6006, 9007, 9008, and 9014, together with the Local Rules and Complex Case Procedures.
• The APA is governed by Delaware law, provided that matters relating to the Bankruptcy Case, the interpretation or application of the Bankruptcy Code, the Seller's rights, powers, and duties as debtor in possession, or the Sale Order are governed by the Bankruptcy Code and applicable orders of the Bankruptcy Court.
• Proceedings arising out of or based upon the APA may be instituted in the Bankruptcy Court; if the Bankruptcy Case has been closed, in the U.S. District Court for the District of Delaware or the Delaware state courts in New Castle County, to whose exclusive jurisdiction each Party irrevocably submits. The Parties waive trial by jury for any claim or cause of action arising out of or related to the APA, including any action challenging the APA's validity or enforceability, and the waiver extends to subsequent amendments and modifications.

Reservation of Rights

• Nothing in the Motion or the Sale Order constitutes an admission as to the validity of any claim, a waiver of any party's rights to dispute the amount, basis, or validity of any claim, a waiver of rights under the Bankruptcy Code or non-bankruptcy law, a waiver of any obligation to file a proof of claim, an agreement to pay any claim, a waiver of claims or causes of action against any creditor or interest holder, or an approval, assumption, adoption, or rejection of any agreement under section 365 other than the assumption and assignment of the Assumed Leases as expressly set forth.