And Go Concepts - Chapter 11 APA Summary

Sale / Asset Purchase Agreement Summary

Overview

• The Debtors seek entry of an order approving the sale of material assets of their leasehold portfolio — including 51 Salad and Go drive-thru locations in Arizona and Nevada, together with certain additional leases in Texas and Oklahoma — to Boersma Bros. LLC, an Oregon limited liability company doing business as Dutch Bros, free and clear of all liens, claims, encumbrances, and interests pursuant to sections 105, 363, and 365 of the Bankruptcy Code, and approving the assumption and assignment of the Assumed Leases to the Buyer.
• The APA provides that the transaction is intended to constitute a private sale under sections 105, 363, and 365 of the Bankruptcy Code, not subject to higher and better offers, and accordingly no auction or bidding procedures are proposed. Note, however, that the Motion elsewhere states the Buyer "was selected through a competitive bidding" and the APA recites that the Seller selected the Buyer "upon consummation of an informal auction," and the proposed Sale Order refers to notice obligations "set forth in the Bidding Procedures Order" although no such order exists in this structure.
• Except where expressly noted, statements below describing findings of insider status, ownership, good faith, successor liability, and free-and-clear treatment are proposed findings set forth in the draft Sale Order, which the Court has not yet entered.
• The Debtors state that the proceeds of the Sale are expected to be sufficient to pay all allowed claims against their estates in full.

Parties Involved

• Seller: And Go Concepts, LLC, an Arizona limited liability company. The Debtors are And Go Concepts, LLC; SAG Corporate Services LLC; AGC-Arizona Facilities, LLC; AGC-North Texas Facilities, LLC; and Garland New Market LLC.
• Buyer: Boersma Bros. LLC, an Oregon limited liability company doing business as Dutch Bros.
• The Buyer is not an insider of any of the Debtors within the meaning of section 101(31) of the Bankruptcy Code, and there is no pre-existing relationship between the Buyer and the Debtors or their insiders. The APA was negotiated at arm's length and in good faith, without collusion or fraud.
• Kroll Restructuring Administration LLC serves as escrow agent; the Debtors are also seeking to employ Kroll as claims and servicing agent.
• Seller's knowledge-qualified representations are limited to the actual knowledge, after reasonable inquiry, of two designated Knowledge Persons: Florian van Rappard and Wessel Meijdam.
• Background regarding the Debtors' business, capital structure, and the circumstances leading to the filings is set forth in the Declaration of Fritz Gallagher in support of the chapter 11 petitions and first-day pleadings. No trustee, examiner, or statutory creditors' committee has been appointed, and the Debtors have separately moved for joint administration.

Marketing Process and Rationale for a Private Sale

• The Debtors operate a quick-service, drive-thru restaurant chain offering affordable, health-focused items including salads, bowls, wraps, breakfast burritos, and soups. The restaurants have a compact footprint with no kitchen, hood, grill, or fry equipment, and feature single or double drive-thru lanes.
• The Debtors' lease portfolio consists of approximately 130 locations across five states operated under the "Salad and Go" quick-service concept, concentrated in Arizona, Texas, Nevada, and Oklahoma, with unopened sites in California. 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. All of the Debtors' active leases have And Go Concepts LLC as the tenant, which the Debtors state made an equity sale impractical.
• Note that the Motion defines "Sites" as the approximately 75 closed locations, while the APA defines "Sites" as the locations listed on Schedules A and B (the leases being sold) and the Motion uses the term in that latter sense throughout. References to the Sites in this summary follow the APA usage.
• The Debtors pursued monetization of their leasehold interests through, among other things, "Key Money" lease assignments with landlord consent, completing six such assignments prior to the Petition Date and executing 15 additional assignments, while simultaneously soliciting a going-concern sale or a bulk sale of leases.
• The Debtors' advisors screened the U.S. restaurant and beverage chain market against criteria including:
  • A drive-thru-native operating model with no indoor seating;
  • Established scale of approximately 300 or more U.S. locations;
  • Sufficient financial resources to fund and integrate a transaction of this size;
  • A small-footprint, hood-less format compatible with the Sites;
  • An interest in expanding density in, or entering, the Phoenix, Arizona market; and
  • A proven, funded expansion engine capable of absorbing a large number of units at once.
• Applying these criteria, the Debtors determined that only three operators nationally satisfied all applicable criteria, one of which was not interested in the full portfolio. The Debtors ultimately focused on two potential buyers, meeting with both at their respective headquarters for in-person negotiations on July 26 and 27, 2026, and received bids from both.
• Both bidders expressed a strong desire for a direct sale without a formal auction and insisted on exclusivity. The Debtors agreed on the basis that (i) they believed both bidders increased their purchase price conditioned on a direct sale; (ii) the purchase price under either bid would pay creditors in full; (iii) only two bidders were willing to submit bids of that scale; and (iv) the Debtors would soon run out of cash and believed potential DIP lenders would require a prepetition-executed APA as a condition to funding.
• The Debtors charted sixteen strategic operators (identified as Potential Buyer A through Potential Buyer P) against the criteria and concluded that strategic coffee or smoothie operators were the prime candidates, as such concepts are unlikely to require a kitchen, hood, grill, or fry area and could achieve rapid market-share expansion with lower investment and faster permitting.
• In comparing the two bids, the Debtors weighed purchase price, the number of purchased leases, the type of purchased leases (that is, 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, and concluded that evaluation beyond the headline purchase price was necessary given the importance of closing certainty across a sufficient number of leases.
• The Debtors state in a footnote that their analysis assumes landlord rejection claims on rejected contracts are capped under section 502(b)(6) of the Bankruptcy Code. This assumption underpins the Debtors' conclusion that either bid would pay creditors in full.
• The Debtors submit that, given the exceptionally narrow universe of qualified purchasers, 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 a reasonable prospect of enhancing recoveries.

Assets Being Sold

• Seller's right, title, and interest in all assets used in connection with the Sites, including:
  • All Real Property Leases and Texas Leases pertaining to the Sites (the "Assumed Leases"), subject to adjustment under Sections 6.3(c) and 7.3(c) of the APA;
  • All furniture, fixtures, and equipment used in the operation of 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;
  • All security or similar deposits under the Assumed Leases;
  • All utility contracts pertaining to the Sites of the Assumed Leases, solely to the extent assignable, including any security or similar deposits thereunder;
  • All causes of action of the Seller related to the Purchased Assets;
  • Seller's 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, bank accounts, cash and cash equivalents and adequate assurance deposits, accounts receivable, insurance policies and related premium refunds, all Intellectual Property and other intangible assets, Tax refund claims (other than those included in the Purchased Assets), all Inventory and related rebates and prepayments, 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 certain other scheduled assets.
• The Debtors are the sole and lawful owners of the Purchased Assets, which constitute property of the estates within the meaning of section 541(a) of the Bankruptcy Code (proposed Sale Order finding).
• The Seller's representations and warranties in Article IV of the APA expressly do not relate to the Texas Leases. Combined with the $50 Texas Leases Purchase Price and the absence of any Site Adjustment for a rejected Texas Lease, the Texas and Oklahoma leases are effectively conveyed on an as-is basis without representations or price protection.

Purchase Price

• Aggregate consideration for the Purchased Assets (excluding the Texas Leases) is $105,000,000 in cash, in addition to the Buyer's assumption of the Assumed Liabilities, comprised of:
  • A $10,000,000 deposit (inclusive of a $1,000,000 deposit paid prior to the Effective Date) paid into escrow with Kroll; and
  • A $95,000,000 Base Purchase Price payable at Closing, plus any Deposit Adjustment, minus any Site Adjustment Amount, plus any Rejection Fees, subject to adjustment as set forth in the APA.
• The Texas Leases Purchase Price is $50 for the Sites subject to the Texas and Oklahoma Leases.
• 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 Purchase Price and paid by the Buyer, on the Seller's behalf, directly to the applicable payees.
• The Debtors believe the Purchase Price represents a premium to market price, offered in connection with the direct sale structure, and that, together with closing certainty and limited conditionality, it represents the highest and best value reasonably obtainable under the circumstances.
• The Buyer has sufficient cash on hand or other sources of immediately available funds to pay the Purchase Price, and its obligation to close is not subject to any financing condition or contingency.
• The Closing Payment and other items properly treated as consideration for U.S. federal income tax purposes will be allocated among the Purchased Assets in accordance with section 1060 of the Code and the methodology attached as Exhibit A to the APA, with the Buyer to deliver a draft Allocation within 90 days following the Closing Date. The Seller has 15 days to object; unresolved disputes after a further 15 days go to a mutually acceptable accounting firm whose fees are borne equally. If no objection is made, the draft becomes final, and the parties must file consistent Tax Returns, including IRS Form 8594.

Good Faith Deposit

• On July 31, 2026, the Buyer and the Seller entered into a Letter of Intent setting forth the principal terms of the proposed transaction, including a purchase price of $95,000,000 for the Sites set forth therein, an exclusivity period in favor of the Buyer running through August 3, 2026, and a $1,000,000 good faith deposit paid into escrow with Kroll.
• Upon execution of the APA, the Buyer was required to deposit with Kroll, as Escrow Agent, an amount equal to 10% of the "Cash Consideration." The $10,000,000 Deposit is subject to forfeiture or refund in accordance with the terms of the APA and is held and disbursed pursuant to an Escrow Agreement substantially in the form attached as Exhibit B to the APA. Note that these provisions do not reconcile: 10% of the $105,000,000 cash consideration would be $10,500,000, not the $10,000,000 Deposit fixed by Section 2.1, and "Cash Consideration" is capitalized but is not defined in the APA's definitions article.
• The Deposit is fully refundable to the Buyer if the APA is terminated pursuant to Sections 9.1(a), (b), (d), (e), (f), (g), and (h), and is forfeited to the Seller as liquidated damages if the Seller terminates pursuant to Section 9.1(c).
• The Deposit and any proceeds thereof will not constitute property of the Debtors' estates unless and until validly released to the Debtors pursuant to the APA and the Escrow Agreement.

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 will be reduced by a Site Adjustment Amount of $2,058,823.53 per rejected Real Property Lease — the $105,000,000 cash consideration divided evenly across the 51 Real Property Leases. The Purchase Price is not subject to reduction as a result of the Buyer's rejection of any Texas Lease.
• The Buyer's rejection right arises solely where (i) the parties are unable to assign the lease to the Buyer for Buyer's Required Use pursuant to the Sale Order or section 365; (ii) the Bankruptcy Court determines that 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 Bankruptcy Court determines that the Buyer will not be able to utilize lease renewal provisions and the landlord will not consent to a waiver or modification on terms reasonably satisfactory to the Buyer.
• For each Real Property Lease rejected in excess of five, the Buyer will pay the Seller Rejection Fees of $100,000 per rejected lease, which increase the Purchase Price. By way of example, the rejection of eight Real Property Leases would result in $300,000 of Rejection Fees. No fee of any kind is payable in connection with the 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 any rejected Real Property Lease with the applicable landlord or its successors, assignees, or affiliates. A breach requires the Buyer to pay the Seller, within ten business days, an amount equal to the Site Adjustment Amount (net of associated Rejection Fees) previously credited in respect of such lease.
• Site-Specific Failures — closing conditions unsatisfied solely as a result of a matter attributable to a particular Site with no transaction-wide effect — will not relieve the Buyer of its obligation to close as to the remaining Sites. In such event, the affected Site and its associated Purchased Assets and Assumed Liabilities are excluded, the lease is treated as rejected for purposes of Section 6.3(c), the Purchase Price is reduced by the applicable Site Adjustment Amount, and Closing proceeds as to the remaining Sites.
• 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, at a purchase price equal to the Site Adjustment Amount (or $5 for a Site on Schedule B), plus any Deposit Adjustment for such Site, minus any Rejection Fees already paid in connection with such Site, less amounts required to discharge related Cure Costs and Lease Expenses.
• The 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 from the Assumed Contracts/Leases and to make corresponding Purchase Price adjustments.

Assumed and Excluded Liabilities

• Assumed Liabilities consist solely of (a) liabilities and obligations under the Assumed Leases, and then only to the extent they are to be performed after the Closing Date, accrue and relate to the operation of the Sites after the Closing Date, and do not relate to an uncured breach occurring on or prior to the Closing Date; and (b) liabilities for Property Taxes that are the Buyer's responsibility under Section 6.4(b) of the APA.
• Excluded Liabilities include, among others, liabilities incident to the Excluded Assets; accounts payable; Excluded Taxes; liabilities relating to events occurring prior to or on the Closing Date; Indebtedness of the Seller; Transaction Expenses and Lease Expenses; claims or Proceedings against the Seller as of the Closing Date; obligations to equity holders in that capacity; warranty obligations under Material Contracts; liabilities arising out of Hazardous Materials or Environmental Law violations accruing on or prior to Closing; employee-related liabilities accrued or incurred on or prior to Closing (including accrued wages, accrued but unused vacation, paid time off, retention payments and equity incentive or profit-sharing arrangements, any Plan, and WARN Act requirements); liabilities relating to the Business's loyalty and gift card programs; and any Required Cure Costs.
• Unless expressly included within the Assumed Liabilities, the Buyer is not responsible for any Liens, Claims, Encumbrances, or Interests, including in respect of mortgages, deeds of trust, and security interests; bulk transfer or similar laws; tax statutes or ordinances; escheat or unclaimed property laws; the Excluded Liabilities; and any theories of successor or transferee liability.

Fiduciary Out, Alternative Transactions, and Termination Fee

• The Debtors heavily negotiated for a fiduciary out provision. Following negotiation, the parties agreed to include a fiduciary out, provided that the Buyer receive a Termination Fee of $3,800,000, plus the Buyer's reasonable and documented out-of-pocket expenses (including reasonable attorneys' fees), payable upon termination of the APA in connection with an Alternative Transaction.
• The Termination Fee will constitute an allowed administrative expense claim, payable within five days of the closing of an Alternative Transaction, and the Seller will hold sale proceeds from any Alternative Transaction equal to the Termination Fee in escrow for the Buyer, which funds will not be deemed property of the Seller's bankruptcy estate. The Termination Fee is not payable on account of any inability by the Seller to convey or assign its interests in any of the Texas Leases.
• By its terms, Section 9.2(a) conditions the Termination Fee on a termination "by Buyer pursuant to Section 9.1(h)," but Section 9.1(h) provides for automatic termination upon consummation of an Alternative Transaction rather than a Buyer election. Section 9.1(g), which permits the Buyer to terminate upon notice that the Seller intends to pursue an Alternative Transaction, entitles the Buyer to a Deposit refund but is not expressly tied to the Termination Fee.
• Upon termination in connection with an Alternative Transaction, the Buyer receives a full refund of the Deposit in addition to the Termination Fee. The Deposit and the Termination Fee constitute liquidated damages and the Buyer's sole and exclusive remedy against the Seller and its estate.
• Nothing in the APA restricts the Seller's exercise of its fiduciary duties, upon written advice of counsel, to (a) consider, respond to, and negotiate the terms of any unsolicited inquiry, proposal, or offer relating to an Alternative Transaction and (b) accept, seek approval of, and consummate an Alternative Transaction pursuant to a Final Order of the Bankruptcy Court. The Seller has agreed that it will not solicit any Alternative Transaction.

Overbid Threshold

• To qualify as an Alternative Transaction, a competing transaction must provide for 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 Alternative Transaction is 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 of the Bankruptcy Code or a plan of reorganization or liquidation. Dispositions of assets in the ordinary course of business do not constitute an Alternative Transaction.

Side Letter

• To ensure that equity holders would not receive a windfall from an exercise of the fiduciary out, the Buyer and certain equity holders of the Seller entered into a Side Letter pursuant to which those Equity Holders agreed to turn over to the Buyer any distributions received on account of an Alternative Transaction in excess of the amount 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.

Assumption and Assignment; Use Restrictions

• The Debtors seek authority to assume and assign the Assumed Leases to the Buyer, inclusive of all renewal options, extension rights, and expansion rights, notwithstanding any provision in the leases or applicable non-bankruptcy law purporting to restrict, condition, or prohibit assignment. Terminology differs across the documents: the APA defines "Assumed Leases" as the Real Property Leases and Texas Leases only, treating assignable utility contracts as a separate category of Purchased Assets; the Motion states that its references to "Assumed Leases" include assignable utility contracts where applicable; and the proposed Sale Order uses "Assumed Contracts/Leases" to cover both.
• To the extent any Assumed Lease restricts the permitted use of the premises to the operation of a "Salad and Go" restaurant or a specific brand name, the Debtors submit that such restriction renders the lease unassignable to any third party and constitutes a de facto anti-assignment provision overridden by section 365(f)(1) of the Bankruptcy Code and unenforceable against the Buyer.
• The proposed Sale Order provides that any Use Restriction purporting to prohibit, restrict, condition, or limit assignment to the Buyer, or the Buyer's operation of the premises for the drive-through sale of coffee, non-coffee beverages, and food items in the ordinary course, is unenforceable against the Buyer to the maximum extent permitted by applicable law, and that the Buyer is authorized to operate the Sites under its own trade name, trademarks, and retail concept.
• Where the Bankruptcy Court determines that 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.
• The proposed Sale Order recites that no evidence was presented that any landlord would suffer actual and substantial detriment from the assignment, citing the Buyer's drive-thru format, financial health, operation in the same geographic markets as the Sites, and status as a traffic-driving anchor tenant.
• From the date of the APA through Closing, the Buyer must use commercially reasonable efforts to obtain, and to cooperate with the Seller and landlords in obtaining, all landlord consents, estoppels, lease assignments, Lease Amendments, waivers, and approvals necessary to effect the assignments and the Buyer's operation of the Sites.
• Based on due diligence conducted through the Effective Date, the Buyer represents that, to its knowledge, there are no documented Use Restrictions in the Real Property Leases or Texas Leases that expressly prohibit Buyer's Required Use.
• Upon assignment and payment of the Cure Amounts, contract counterparties are barred from asserting any default, breach, Claim, pecuniary loss, assignment fee, rent acceleration, or condition to assignment arising under the Assumed Contracts/Leases as of the Closing Date, and the Debtors are relieved of further liability pursuant to section 365(k).

Cure Costs

• The Debtors prepared an Assumed Lease Schedule (Exhibit A) identifying each executory contract and unexpired lease to be assumed and assigned, and a Cure Amount Schedule (Exhibit B) setting forth their good-faith calculation of the Cure Costs required to cure defaults under each Assumed Lease. Notice of the Motion together with both schedules will be served on each Lease Counterparty.
• The Cure Amount Schedule identifies 65 Assumed Leases in total — 51 Real Property Leases in Arizona and Nevada (Schedule A) and 14 Texas and Oklahoma Leases (Schedule B) — with proposed cure amounts totaling $867,370.32, comprising $727,477.17 for the Schedule A leases and $139,893.15 for the Schedule B leases. The proposed cure amount for each lease is stated as that lease's Total Monthly Rent, which as presented includes base rent, common area maintenance, property tax, insurance, and other occupancy charges. The amounts are stated as the Debtors' good-faith estimate of the sums necessary to cure all defaults as of the date of the schedule.
• The proposed Sale Order provides that the Cure Amounts are inclusive of the Required Cure Costs and Lease Expenses, 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, and shall not exceed the amounts set forth on Exhibit B.
• The Debtors reserve all rights to determine, in their business judgment, which leases will ultimately be assumed; inclusion of a lease on the Cure Amount Schedule does not constitute a commitment to assume that lease.
• At or prior to Closing, the Debtors will pay, or cause to be paid, all Required Cure Costs necessary to cure defaults under the Assumed Leases as required by section 365(b)(1). All Lease Expenses and Required Cure Costs incurred prior to Closing are the Seller's responsibility and, to the extent unpaid, will be deducted from the Base Purchase Price and paid by the Buyer at Closing.
• At least three business days prior to the anticipated Closing Date, the Seller will deliver to the Buyer a Lease Expense Statement, executed by an authorized officer, listing all Lease Expenses and Required Cure Costs together with payees, amounts, and wire instructions.
• Any Lease Counterparty wishing to object to the proposed Cure Costs or to the proposed assumption and assignment of its Assumed Lease must timely file and serve an objection to the Motion. Failure to timely object constitutes consent to both the Cure Amount and the assumption and assignment.
• 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, it may assert an administrative expense claim against the estates.

Adequate Assurance of Future Performance

• The Buyer is a publicly traded company listed on the New York Stock Exchange (NYSE: BROS) with annual revenue exceeding $1 billion, approximately 25% year-over-year revenue growth, and a 30-year operating history.
• The Buyer operates over 1,177 drive-thru-only locations across more than 25 states, including Arizona, Nevada, California, and Texas — the same markets as the Sites — employs over 10,000 people, and maintains average unit volumes exceeding $2 million per location. The Buyer is headquartered in Tempe, Arizona, the same city as several of the Sites.
• 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 to any premises 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 payment of the Required Cure Costs, together with its promise to perform the Debtors' obligations under the Assumed Leases from and after Closing, constitutes adequate assurance of future performance within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code. The proposed Sale Order makes the same finding and additionally references section 365(b)(3) to the extent applicable.

Sale Free and Clear; Successor Liability

• The Debtors seek approval of the Sale free and clear of all liens, claims, encumbrances, and interests under section 363(f), with such liens, claims, encumbrances, and interests to 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.
• The Debtors submit they can demonstrate that, with respect to each holder, one or more of the standards in section 363(f)(1)-(5) has been satisfied, including that the holder has consented or is deemed to have consented, or could be compelled in a legal or equitable proceeding to accept monetary satisfaction of its interest. Holders that did not object, or withdrew objections, are deemed to have consented under section 363(f)(2).
• The Buyer would not have entered into the APA or consummated the transactions if the Sale and the assumption of the Assumed Liabilities were not free and clear.
• Neither the Buyer nor any of its affiliates is a successor to the Debtors or their estates by reason of any theory of law or equity, and the Debtors request a finding that the Buyer's acquisition is free and clear of any successor or transferee liability claims of any kind, known or unknown as of Closing, other than the Assumed Liabilities. No bulk transfer or similar law of any state or other jurisdiction applies to the Buyer or the transactions approved by the Sale Order.
• The Debtors' ability to contest, in their sole discretion, the extent, validity, or amount of any lien, claim, encumbrance, or interest asserted against the Purchased Assets is preserved.

Operating Protections Under the Sale Order

• To the greatest extent available under applicable law, the Buyer is authorized as of the Closing Date to operate under the Debtors' licenses, permits, registrations, and governmental authorizations and approvals with respect to the Purchased Assets, to the extent transferred under the APA, all of which are deemed transferred as of Closing.
• No governmental unit may deny, revoke, suspend, or refuse to renew any permit, license, or similar grant relating to the operation of the Purchased Assets on account of the filing or pendency of the Chapter 11 Cases or the consummation of the Sale, to the extent such action would violate section 525 of the Bankruptcy Code.
• All persons and entities are enjoined from taking any action that would adversely affect or interfere with the Debtors' ability to sell and transfer the Purchased Assets to the Buyer. Parties in possession of Purchased Assets are directed to surrender them, and creditors are directed to execute releases at no expense to the Buyer; the Sale Order is self-executing and may itself be recorded as evidence of release.
• Neither the Buyer nor its affiliates, successors, assigns, equity holders, employees, or professionals incurs liability to the Debtors or their estates arising out of the negotiation, investigation, preparation, execution, or delivery of the APA or the consummation of the Sale, except as expressly provided in the APA and the Sale Order.
• The Sale Order and the APA survive conversion of the Chapter 11 Cases to chapter 7 or dismissal, bind any subsequently appointed trustee or estate representative, and may not be altered or derogated from by any chapter 11 plan or subsequent order. Any appointed trustee is authorized and directed to operate the Debtors' business to the extent necessary to permit compliance. If Closing has not occurred by confirmation, the Debtors may implement the Sale Order through a confirmed plan.

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) of the Bankruptcy Code.
• The Buyer has not acted in a collusive manner with any person, and neither the Purchase Price nor the Texas Leases Purchase Price was controlled by any agreement among bidders. Neither the Debtors nor the Buyer has 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 consideration provided by the Buyer constitutes reasonably equivalent value and fair consideration under the Uniform Voidable Transactions Act, the Uniform Fraudulent Conveyance Act, and section 548 of the Bankruptcy Code, and the APA was not entered into for the purpose of hindering, delaying, or defrauding creditors.

Closing Conditions

• The Closing will take place electronically by mutual exchange of documents and signatures on the day the conditions set forth in Article VII are satisfied, or at such other date, time, or place as the parties may agree in writing. For accounting and Tax purposes, the Closing is deemed to occur at 11:59 p.m. Eastern Time on the Closing Date.
• Conditions to the Buyer's obligation to close, any of which may be waived in writing, include: the accuracy of the Seller's representations and warranties in all material respects as of the Closing Date (with representations qualified by materiality or Material Adverse Effect to be true and correct in all respects); the Seller's performance and compliance in all material respects with its agreements, covenants, and conditions; 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 of the Purchased Assets and the assumption and assignment of the Assumed Leases. Section 7.1(b) is illegible in the available copy of the APA; by parallel to the Seller's conditions it appears to address the absence of Proceedings and Governmental Orders, and this list should be treated as incomplete pending review of a clean copy.
• Conditions to the Seller's obligation to close, any of which may be waived in writing, include: the accuracy of the Buyer's representations and warranties on the same standard; delivery of the Buyer Closing Deliverables; the absence of any instituted and pending Proceeding to restrict or prohibit the transactions and the absence of any effective Governmental Order restraining or prohibiting the transactions; and entry of the Sale Order in form and substance acceptable to both parties in their respective sole discretion, as a Final Order.
• Neither party is obligated to proceed with the Closing until all conditions precedent to its obligations have been met, satisfied, or waived, except as otherwise contemplated in the APA and the Sale Order.

Termination

• The APA may be terminated prior to Closing: (a) by mutual written consent of the parties; (b) by either party if a permanent injunction or other order of a Governmental Authority preventing consummation in any material respect becomes final and non-appealable; (c) by the Seller upon an uncured Buyer breach that would cause a failure of the conditions in Section 7.2(a), subject to a 30-day cure period following written notice, provided the Seller is not then in material breach; (d) by the Buyer upon an uncured Seller breach that would cause a failure of the conditions in Section 7.1(a), subject to a 30-day cure period, provided the Buyer is not then in material breach and excluding any breach constituting a Site-Specific Failure addressed under Section 7.3; (e) by either party if the Closing has not occurred on or before the Outside Date of December 31, 2026, subject to the customary carve-out for the party primarily responsible for the failure to close; (f) by the Buyer upon the occurrence of a Material Adverse Effect; (g) by the Buyer upon receiving notice from the Seller that it intends to pursue an Alternative Transaction; or (h) automatically, upon the consummation of an Alternative Transaction in accordance with Section 6.9.
• Upon termination, the APA becomes null and void with no liability on the part of either party or the Seller's estate, except that, subject in all cases to Section 9.2, nothing relieves either party from liability for willful and material breach or Fraud (defined as common law fraud under Delaware law) prior to termination. Specified provisions, including those governing public announcements, the escrow deposit, notices, governing law, expenses, injunctive relief and jurisdiction, no recourse, and the Termination Fee, survive termination.
• The Seller's representations and warranties in Article IV do not survive the Closing. Covenants that by their terms are to be performed after the Closing survive, but the Seller's post-Closing covenants terminate upon the closing of the Bankruptcy Case or confirmation of a plan of reorganization or liquidation. There is no indemnity, holdback, or other post-Closing recourse against the Seller or its estate.
• The Buyer may terminate upon the occurrence of a Material Adverse Effect, a term defined with extensive carve-outs for general economic and political conditions, industry-wide conditions, financial and securities market changes, acts of war or terrorism, actions taken at the Buyer's request or required by the APA, changes in law or accounting rules, announcement effects, natural disasters, epidemics and public health emergencies, and failures to meet projections — several of which apply only to the extent they do not disproportionately affect the Business.

Remedies, Amendments, and Assignment

• Prior to a valid termination, each party is entitled to specific performance and injunctive relief to compel performance and the Closing, in each case without proof of actual damages, in addition to any other remedy available at law or in equity. This sits alongside the provisions making the Deposit and Termination Fee the Buyer's sole and exclusive remedy following termination.
• The Buyer may assign its rights or designate one or more Affiliates to perform its obligations or to take title to the Real Property, but remains primarily liable notwithstanding any such assignment. The Seller may assign its rights to a chapter 7 trustee or successor estate representative without the Buyer's consent, and the APA binds any liquidating trust or successor entity appointed under a confirmed plan.
• Claims may be brought only against the named parties. No affiliate, or former, current, or future officer, director, employee, equity holder, partner, manager, attorney, or representative of either party bears liability for obligations under the APA or claims relating to the transactions.
• The APA and related documents may be modified or supplemented by written agreement without further order of the Court, provided the change does not have a material adverse effect on the Debtors' estates. Any materially adverse modification must be filed on the docket and served on the master service list, with parties in interest afforded five days to object; absent objection the modification is binding, and any timely objection is heard on an expedited basis.
• The Sale Order governs in the event of any inconsistency with the APA or its ancillary documents, and all provisions of the Sale Order are stated to be non-severable and mutually dependent. Note that the APA itself contains a conventional severability clause.

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 under the APA — will be retained by the estates and distributed in accordance with a chapter 11 plan, a distribution motion, or further order of the Court.
• The Debtors will reserve from Sale proceeds amounts sufficient to pay all quarterly fees due to the U.S. Trustee 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. No distribution of Sale proceeds to any creditor or interest holder is authorized except as set forth in the Motion or as otherwise ordered by the Court.
• Amounts payable by any Debtor under the APA or related documents will be paid without further order of the Court and allowed as administrative claims under sections 503(b) and 507(a)(2), and will not be discharged, modified, or affected by any chapter 11 plan absent express written agreement with the Buyer. The Buyer is not required to file any motion or claim for an administrative expense notwithstanding any subsequent bar date.

Tax Matters

• The transactions contemplated by the APA and the Sale Order, and the execution, delivery, and recordation of related documents, are exempt from any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, UCC filing or recording fee, regulatory filing or fee, or other similar tax, fee, or governmental assessment, to the maximum extent permitted by law.
• To the extent not exempt under the Sale Order or section 1146 of the Bankruptcy Code, all Transfer Taxes incurred in connection with the APA will be borne and paid by the Seller when due.
• Property Taxes levied with respect to the Purchased Assets for any Straddle Period will be apportioned between the parties based on the number of days in the Pre-Closing and Post-Closing Tax Periods, with the Seller liable for the Pre-Closing portion and the Buyer liable for the Post-Closing portion.
• The Buyer is entitled to deduct and withhold from the Purchase Price all Taxes required under the Code or other applicable Tax Law, but must use commercially reasonable efforts to notify the Seller of its intent to withhold in advance of the payment date, cooperate to reduce or eliminate the withholding where permitted, timely remit withheld amounts, and provide the Seller with evidence of payment.
• The parties waive compliance with any applicable bulk sales, bulk transfer, or similar laws, and liabilities for Taxes attributable to the Seller's failure to comply with those laws or to obtain applicable Tax clearance certificates are Excluded Taxes retained by the Seller.

Waiver of Stay

• The Debtors request a finding that notice satisfies Bankruptcy Rule 6004(a) and that cause exists to exclude the Sale Order from the fourteen-day stay periods under Bankruptcy Rules 6004(h) and 6006(d), such that the Sale Order is immediately effective and enforceable upon entry.
• The proposed Sale Order provides that the Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a), that there is no just reason for delay in its implementation, and that the requirements of Bankruptcy Rules 4001, 6004(a), 6004(b), and 6006 and applicable Local Rules are waived.
• The Buyer will not be required to seek or obtain relief from the automatic stay to enforce its remedies or exercise its rights under the APA or any other Sale-related document, including to give notice under or terminate the APA; the automatic stay is modified solely to that extent, with the Court retaining exclusive jurisdiction over related disputes.

Reservation of Rights

• Nothing in the Motion or the Sale Order constitutes an admission as to the validity, priority, or amount of any claim; a waiver of the rights of the Debtors or any party in interest to dispute any claim; a waiver of rights under the Bankruptcy Code or other applicable law; a waiver of any party's obligation to file a proof of claim (other than the Buyer, which is excused); 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, contract, lease, program, or policy under section 365 other than the Assumed Leases expressly identified.
• The Debtors' ability to contest, in their sole discretion, the extent, validity, or amount of any lien, claim, encumbrance, or interest asserted against the Purchased Assets is preserved, as are the rights of all parties in interest to contest the extent, validity, or perfection of, or to seek avoidance of, any liens satisfied through the relief requested.

Notice

• The Debtors will provide notice of the Motion, the Assumed Lease Schedule, and the Cure Amount Schedule 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 having 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 Both Final Bidders: July 26 and 27, 2026
• Rent Paid at Closed Locations Through: July 31, 2026
• Letter of Intent Executed: July 31, 2026
• Buyer Exclusivity Period (per LOI): through August 3, 2026
• APA Effective Date: August 4, 2026
• Petition Date: August 4, 2026
• Objection Deadline: 21 days from the date the Motion was filed
• Targeted Entry of Sale Order: on or before 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: December 31, 2026
• Cure Period for Breach-Based Termination (either party): 30 days following written notice
• Termination Fee Payment: within 5 days of the closing of an Alternative Transaction
• Objection Window for Materially Adverse APA Amendments: 5 days from filing and service
• Tax Allocation Delivery: within 90 days following the Closing Date; Seller objection window 15 days thereafter
• Buyer Post-Closing Non-Solicitation of Rejected Sites: 8 months following the Closing Date

Counsel

• Proposed Counsel to the Debtors: Reed Smith LLP (Omar J. Alaniz, Dylan T.F. Ross, Haley B. Bray, Jocelyne E. Kelly)
• Counsel to the Buyer: Greenberg Traurig, LLP (Riley Lagesen, Portland; Brian E. Greer, New York)
• The Debtors' Chief Restructuring Officer is Doug Brickley, who is the designated notice recipient for the Seller. The Buyer's designated notice recipient is Joshua Guenser.
• The APA was executed for the Buyer by its President and Chief Executive Officer and its Chief Financial Officer, and for the Seller by Doug Brickley as Chief Restructuring Officer. The Buyer's signatory names are not legible in the available copy of the document.

Jurisdiction and Venue

• The United States Bankruptcy Court for the Southern District of Texas, Houston Division (Case No. 26-90753 (ARP)) has jurisdiction pursuant to 28 U.S.C. § 1334 and the Order of Reference to Bankruptcy Judges entered May 24, 2012. This is a core proceeding under 28 U.S.C. § 157(b), and venue is proper under 28 U.S.C. §§ 1408 and 1409.
• The bases for the relief requested are sections 105(a), 363, 365, 1107(a), and 1108 of the Bankruptcy Code and Bankruptcy Rules 2002, 6003, 6004, and 6006.
• The APA is governed by the internal laws of the State of Delaware, provided that matters relating to the Bankruptcy Case, the interpretation or application of the Bankruptcy Code, the rights, powers, and duties of the Seller 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 the APA may be instituted in the Bankruptcy Court, or, if the Bankruptcy Case has been closed, in the U.S. District Court for the District of Delaware or the courts of the State of Delaware located in New Castle County, to whose exclusive jurisdiction each party irrevocably submits. Each party waives trial by jury as to any claim arising out of or related to the APA, including any challenge to its validity or enforceability, and the waiver extends to subsequent amendments, renewals, supplements, and modifications.
• The Court retains jurisdiction to interpret, implement, and enforce the Sale Order and the APA, to adjudicate disputes concerning the Sale, to protect the Buyer against Claims, Liens, Encumbrances, or other Interests attaching to the Sale proceeds, and to enter orders under sections 105, 363, or 365 with respect to the Assumed Contracts/Leases.