Salad And Go - Chapter 11 APA Summary

Master Sale Process Summary — And Go Concepts, LLC (Salad and Go)

Overview

• The Debtors are pursuing two separate sale processes over their estate assets, plus a third process for the central kitchen assets that is not addressed in either matter summarized here. The two processes were described as non-overlapping as originally filed; the Auction Procedures Order entered Aug. 28, 2026 (Dkt. No. 199) permits the Track 1 bidders to bid on leases beyond the original 65, and provides that leases not purchased at the Track 1 auction remain available at the Track 2 auctions.
• Track 1 — Bulk Sale (as filed, a private sale with no auction): a §363/§365 sale of 65 leasehold interests and related site-level assets to Boersma Bros. LLC d/b/a Dutch Bros for $105 million (Arizona/Nevada package) plus $50 (Texas and Oklahoma leases). Motion filed Aug. 4, 2026 (Dkt. No. 11) and amended Aug. 6, 2026 (Dkt. No. 39) solely to update the cure schedule at Exhibit B. Hearing set for Sept. 1, 2026.
• Track 1 development — targeted two-party auction: a competing asset purchase agreement dated Aug. 18, 2026 was entered into with Brew Culture, LLC ("7 Brew"). On the Debtors' emergency motion (Dkt. No. 169), the Court entered an order on Aug. 28, 2026 (Dkt. No. 199) approving Auction Procedures for a targeted competitive auction between Dutch Bros and 7 Brew, held Aug. 31, 2026, with a First Sale Hearing on Sept. 1, 2026 and a Second Sale Hearing on Sept. 21, 2026. The private-sale structure described in the Bulk Sale motion is superseded to that extent. See Part I-A.
• Track 2 — Residual Asset Auction (bidding procedures): an emergency motion filed Aug. 16, 2026 seeking approval of bidding procedures, stalking horse procedures and pre-authorized bid protections of up to 3%, the scheduling of bid deadlines and two auctions on consecutive days, the form and manner of notice, the Form APA, assumption and assignment procedures, procedures for the abandonment or disposition of certain unsold goods and equipment, and, by further order, authority to sell the Assets free and clear and to assume and assign the assumed contracts and leases.
• Following a Bidding Procedures Hearing held Aug. 18, 2026, the Court entered the Bid Procedures Order on Aug. 19, 2026 (Dkt. No. 133), granting the Motion as set forth in the order and overruling on the merits with prejudice all objections not withdrawn, waived, or settled, together with all reservations of rights included therein. The order approves the Bidding Procedures (attached as Exhibit 1), the stalking horse procedures, the bid deadline and two auctions, the assumption and assignment procedures, the abandonment and disposition procedures, and the sale hearing and objection procedures.
• The order does not pre-authorize the requested bid protections. The Court instead deferred the pre-authorization request to a separate hearing on Aug. 26, 2026, with objections due Aug. 25, 2026, and the approved Bidding Procedures provide only that Stalking Horse Bid Protections "shall be consistent with any terms set forth in an Order from the Court."
• Track 2 covers all assets not subject to the Bulk Sale motion (Dkt. No. 39, as supplemented) or the central kitchen asset process, such that the Debtors describe the two sale processes as complementary rather than duplicative. Any sale under Track 2 shall be implemented pursuant to section 363 or a chapter 11 plan of reorganization or liquidation.
• The Debtors state that, as a result of the operational wind-down, closures, and the pending Bulk Sale, their estates are now, in practical economic terms, heavily concentrated in the monetization of leasehold real estate interests, FF&E and equipment, intellectual property, permits and licenses, and other residual assets.
• The Form APA governing Track 2 is not attached to the bidding procedures motion or to the entered order. Under footnote 3 to the approved Bidding Procedures it is to be posted to the electronic data room by Aug. 28, 2026 — a later date than the Aug. 20, 2026 distribution the motion had contemplated. No Track 2 purchase agreement terms are therefore available from the filings.

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 Aug. 4 and Aug. 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. AGC Topco, LLC and AGC Holdco, LLC filed on Aug. 5, 2026; the remaining Debtors filed on Aug. 4, 2026.
• As of the sale motion, no trustee, examiner, or statutory committee of creditors had been appointed. That is no longer current: the Auction Procedures Order and the approved Auction Procedures repeatedly reference the Official Committee of Unsecured Creditors (the "Creditors' Committee") as a Consultation Party, an addressee for bidder acknowledgment letters, and a permitted Auction attendee. The date of appointment is not stated in the order.
• 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 Aug. 4, 2026 and incorporated by reference.
• The Sale Order attached to the Bulk Sale 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. By contrast, the Bid Procedures Order described in Part II and the Auction Procedures Order described in Part I-A have both been entered.
• Statutory bases recited in the entered Bid Procedures Order are sections 105(a), 363, 365, 503, and 507, Bankruptcy Rules 2002, 6003, 6004, 6006, 9007, 9008, and 9014, and Local Rules 2002-1, 6004-1, and 9006-1 — broader than the predicates cited in the bidding procedures motion itself (sections 105(a), 363, and 365, Bankruptcy Rules 6003, 6004, and 6006, Bankruptcy Local Rule 9013-1, and the Procedures for Complex Cases in the Southern District of Texas).
• The Court found that the Bidding Procedures are fair, reasonable, and appropriate, were negotiated in good faith and at arm's length, are reasonably designed to promote a competitive and robust bidding process, and comply with Rule N of the Procedures for Complex Cases in the Southern District of Texas (effective Sept. 18, 2024). The Court further found notice of the Motion and the proposed Bidding Procedures appropriate, compliant, and adequate, such that no further notice need be provided.
• Related orders and pleadings cross-referenced in the Bid Procedures Order: the Debtors' DIP motion at Dkt. No. 98, and the Court's order granting procedures for the rejection of executory contracts and unexpired leases at Dkt. No. 61.

Background

• Salad and Go was founded in 2013 in Gilbert, Arizona as a quick-service, drive-through restaurant chain intended to provide fresh, affordable, health-focused food as an alternative to traditional fast food. The model used small-footprint units with no dine-in seating and, in many locations, no kitchen, hood, grill, or fryer; fresh ingredients were prepared, portioned, and distributed from centralized "central kitchen" or commissary facilities.
• At its peak, the Debtors operated approximately 146 locations across Arizona, Nevada, Texas, and Oklahoma. Rapid expansion into Texas and Oklahoma beginning in 2022 was challenged by (a) site accessibility and visibility issues, (b) building ahead of brand awareness in new markets, and (c) approximately $15–$20 million per year in fixed costs at the Garland, Texas central kitchen (the "Garland Facility") regardless of store-level performance.
• In September 2025, the Debtors closed approximately 41 Texas and Oklahoma stores; in January 2026, they announced the closure of all remaining Texas and Oklahoma stores. The Garland Facility ceased operations on or about Jan. 11, 2026. More than 70 Texas and Oklahoma stores were closed in total.
• The remaining approximately 70 Arizona and Nevada restaurants were approximately break-even at the store level after central kitchen cost allocation, but corporate overhead, dead rent on closed-store leases, and administrative costs created unsustainable cash burn that necessitated the chapter 11 filing.
• Prior to the Petition Date, the Debtors ceased restaurant operations at approximately 75 sites, primarily leases in Texas and Oklahoma, while continuing to pay rent through July 31, 2026 to preserve lease value. Shortly after the Petition Date, the Debtors ceased all remaining restaurant operations and are no longer operating any locations.
• Prepetition marketing identified several strategic purchasers for the leasehold portfolio, with indications received for varying numbers of locations ranging from small packages to a substantial percentage of the entire portfolio. Because the compact drive-through format lacks traditional kitchen infrastructure (no hood, grill, or fryer), the universe of buyers able to use the locations without significant capital expenditure is narrower than for a typical restaurant lease portfolio.

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: the term "Sites" carries three different meanings across the filings — paragraph 10 of the Bulk Sale motion defines it as the approximately 75 locations where the Debtors ceased operations prepetition; paragraph 1 and the APA use it to mean the 65 locations being sold to Dutch Bros (defined by reference to Schedules A and B); and the bidding procedures motion and entered order use it for the 82 residual sites. The Auction Procedures add a fourth usage — "sites included in the revised bid" — which may extend beyond the original 65. Each reference below is qualified by track.

PART I — Bulk Sale to Dutch Bros (Dkt. Nos. 11 / 39)

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; the entered Bid Procedures Order and the entered Auction Procedures Order each list all seven, with the last four digits of each Debtor's federal tax identification number.)
• 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).
• 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).

Assets Being Sold — Bulk Sale

• 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, and the reason the brand remains available for sale in the Track 2 process.
• 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.

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.
• Footnote 2 to the approved Auction Procedures confirms that "The Purchase Price under the Dutch Bros APA is $105 million."
• 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.
• The approved Auction Procedures make "the amount by which the purchase price decreases if the Bidder removes a site based on a Qualified Removal (defined as a removal of a site from the purchased asset group for a reason described in Section 6.3(c) of the Dutch Bros APA)" an express bid evaluation factor, and require each Bidder to disclose at the Auction whether per-site reduction amounts have changed from its prior submitted agreement.

Marketing Process

• 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.
• The identity of the second final bidder is not disclosed in the Bulk Sale motion. The Auction Procedures Order establishes that Brew Culture, LLC executed a competing asset purchase agreement dated Aug. 18, 2026; the order does not state whether 7 Brew was one of the prepetition bidders.

Sale Structure — No Auction (As Filed; Superseded in Part by Dkt. No. 199)

• Superseding development: the Court has approved a targeted competitive auction between Dutch Bros and 7 Brew, held Aug. 31, 2026, to determine the Successful Bidder for purposes of the First Sale Hearing, the Second Sale Hearing, and the proposed Bulk Sale Order. The description below reflects the structure as presented in the Bulk Sale motion and APA. See Part I-A.
• The APA provides that the Sale is intended to constitute a private sale pursuant to sections 105, 363, and 365, 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 Auction Procedures Order operationalizes this: if Dutch Bros is not the Successful Bidder, the Bulk Sale Order shall provide that the Termination Fee under Section 9.2(a) ($3,800,000 plus reasonable and documented out-of-pocket expenses, including reasonable attorneys' fees) constitutes an allowed administrative expense claim, and that it shall be paid directly to Dutch Bros at the closing of the 7 Brew transaction — a timing formulation that does not track the APA's "within five days of the closing."
• 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.
• Under the Auction Procedures Order, Dutch Bros "shall not be required to pay or bid any termination fee or expense reimbursement" as part of the Auction or as part of any bid it submits — i.e., its bids are not required to be grossed up for its own bid protections.

Overbid — Bulk Sale

• 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.
• Footnote 2 to the approved Auction Procedures adopts the Motion's reading, defining Alternative Transaction as a transaction for "all or a substantial portion of the Purchased Assets" that provides a cash purchase price in excess of the Purchase Price, Assumed Liabilities, and the Termination Fee plus $10 million, without limiting the threshold to the plan clause.
• 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.
• The Auction Procedures Order carries this forward as a binding constraint on 7 Brew: 7 Brew "may not revise its bid in a manner that would fail to meet the Alternative Transaction definition in the Dutch Bros APA at any time at the Auction or otherwise."

Good Faith Deposit — Bulk Sale

• 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 Auction Procedures require each Bidder to confirm that Kroll, as escrow agent, is holding a good faith deposit equal to 10% of the cash consideration set forth in that Bidder's asset purchase agreement. The dollar amount of 7 Brew's deposit is not disclosed in the order or the procedures.
• 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.

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.
• The Auction Procedures Order separately addresses a "Surplus Proceeds Agreement," which it does not define and does not approve; the relationship between the Surplus Proceeds Agreement and the Side Letter is not stated in the filings reviewed. See Part I-A.

Assumption and Assignment — Bulk Sale

• 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 the 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 Auction Procedures Order refers to "the approximately sixty-five (65) original Dutch Bros leases" as the scope of the First Sale Hearing, consistent with the 65 Assumed Leases on the Cure Amount Schedule.
• 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). No comparable adequate assurance showing for 7 Brew appears in the filings reviewed; the Auction Procedures instead establish a request-and-delivery mechanism through the Adequate Assurance Contacts.
• 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 held.
• 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 — Bulk Sale

• 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 — Bulk Sale

• 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. The Auction Procedures Order now supplies an actual, transcribed, court-approved auction.
• 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.

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.

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 — Bulk Sale

• 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.

PART I-A — Auction Procedures Order: Dutch Bros v. 7 Brew (Dkt. Nos. 169 / 199)

Relief Granted and Procedural Posture

• On the Debtors' Emergency Motion for Entry of an Order Approving Auction Procedures for Competitive Bidding Between Boersma Bros. LLC and Brew Culture, LLC (Dkt. No. 169), the Court entered an order granting the motion on Aug. 28, 2026 (Dkt. No. 199), signed by the Honorable Alfredo R. Pérez. The filing date of the underlying motion is not stated in the order.
• Jurisdiction is recited under 28 U.S.C. § 1334, with the matter a core proceeding under 28 U.S.C. § 157(b) and venue proper under 28 U.S.C. §§ 1408 and 1409. The Court found the relief necessary to avoid immediate and irreparable harm as contemplated by Bankruptcy Rule 6003, and that all objections had been withdrawn, resolved, or overruled.
• The Auction Procedures attached as Exhibit 1 are approved "as the targeted competitive process for determining the Successful Bidder for purposes of the First Sale Hearing and Second Sale Hearing and the proposed Bulk Sale Order."
• The fourteen-day stay periods under Bankruptcy Rules 6004(h) and 6006(d) are waived and the order is effective immediately upon entry. The Court retains jurisdiction over implementation, interpretation, and enforcement.
• A Notice of Auction Results and Successful Bidder form is attached as Exhibit 2, bearing a placeholder date of Aug. 31, 2026 and signature blocks for Reed Smith LLP (Omar J. Alaniz, Dallas; Amalia Sax-Bolder, Denver, admitted pro hac vice) as proposed counsel for the Debtors.

Parties Involved — Auction

• Bidders: Boersma Bros. LLC, an Oregon limited liability company doing business as Dutch Bros; and Brew Culture, LLC, a Wyoming limited liability company ("7 Brew"). Both are "confirmed as authorized and eligible participants in the Auction," conditioned on delivery of the required acknowledgments by the Bid Deadline.
• Governing agreements: the "Dutch Bros APA" dated Aug. 4, 2026 and the "7 Brew APA" dated Aug. 18, 2026. No economic terms of the 7 Brew APA are disclosed in the order or the Auction Procedures.
• Consultation Parties for purposes of the Auction are defined as the DIP Lender and the Creditors' Committee. This differs from the definition in the Track 2 Bidding Procedures (counsel for any statutory committee; the DIP Lender; and any party holding a lien on assets subject to a bid, with any such party ceasing to be a Consultation Party if it submits a bid).
• The "Board" means the Debtors' Board of Managers, which selects the Successful Bidder after consulting with the Consultation Parties.
• Kroll Restructuring Administration LLC serves as escrow agent, holding each Bidder's good faith deposit.
• Adequate Assurance Contacts: Robbie McLellarn (RMcLellarn@reedsmith.com) and Josh Caldwell (jcaldwell@stout.com) — the same contacts designated under the Track 2 Bidding Procedures.
• Bidder acknowledgment letters are to be delivered to counsel for the Debtors and counsel for the Creditors' Committee.

Assets Subject to the Auction

• The Auction covers "the sale of material assets of And Go Concepts, LLC and its debtor affiliates."
• The Bidders are permitted to bid for the purchase of any of the Debtors' unexpired nonresidential real property leases on a list of available assets to be provided to the Bidders prior to the Bid Deadline. That list is not attached to the order.
• Any leases not purchased at this Auction remain available for sale at the Western Group auction (Oct. 1, 2026) and the Central Group auction (Oct. 2, 2026) under the Bid Procedures Order (Dkt. No. 133), with a hearing on Oct. 14, 2026 — described in paragraph 11 of the order as the "Non-Bulk Sale Hearing" and in the Auction Procedures as the "Sale Hearing."

Bidder Acknowledgments

• As a condition to participation, each Bidder must confirm the following by letter to Debtors' counsel and Creditors' Committee counsel by the Bid Deadline (Aug. 28, 2026, 5:00 p.m. CT):
  • Binding Bids. Its submitted bid is binding and irrevocable, subject only to (i) the Board selecting it as Successful Bidder after consulting the Consultation Parties and (ii) entry of the Sale Order approving the sale on terms consistent with the applicable purchase agreement; and it is willing to serve as Back-Up Bidder. Each bid must be a cash bid.
  • Good Faith Deposits. Kroll, as escrow agent, is holding a good faith deposit equal to 10% of the cash consideration set forth in that Bidder's asset purchase agreement.
  • Back-Up Bidder Obligations. Acceptance of the Back-Up Bidder mechanics described below.
• Each Bidder may submit a revised bid by the Bid Deadline provided it is an economic improvement over that Bidder's immediately prior submitted bid.
• Asymmetric constraints: Dutch Bros is not required to pay or bid any termination fee or expense reimbursement as part of the Auction or any bid it submits; 7 Brew may not, at any time at the Auction or otherwise, revise its bid in a manner that would fail to meet the Alternative Transaction definition in the Dutch Bros APA.
• The Bid Deadline of Aug. 28, 2026 at 5:00 p.m. CT falls on the same day the order was entered.

Auction Logistics

• Date and time: Aug. 31, 2026, 10:00 a.m. CT.
• Location: the Houston office of Reed Smith LLP, counsel for the Debtors, or such other location or remote format as the Debtors may designate.
• Transcription: the Auction will be transcribed by a court reporter, and all bid submissions must be conducted in a plenary session with the court reporter present.
• Conducted by counsel for the Debtors in consultation with the Consultation Parties.
• Attendance: paragraph 7 of the order permits the Bidders, the Debtors, the DIP Lender, and the Creditors' Committee (and their respective counsel and advisors), plus any other party permitted by the Debtors in consultation with the Consultation Parties. Section II of the Auction Procedures states the same list but omits the DIP Lender. Counsel to landlords with lease agreements with the Debtors may observe virtually by Zoom or a similar platform under both.

Tiered Bid Structure

• Each Bidder must organize its bid into three tiers:
  • Tier 1 (Highest-Value Properties): for properties the Bidder values most highly, a single purchase price reflecting the highest consideration the Bidder is willing to pay (the "Tier 1 Price"). The Auction Procedures use mandatory language for Tier 1 ("must submit").
  • Tier 2 (Mid-Value Properties): for properties assigned moderate value, the Bidder may submit a single purchase price lower than the Tier 1 Price but still reflecting meaningful consideration (the "Tier 2 Price").
  • Tier 3 (Nominal Price / Liability Assumption Properties): for properties assigned nominal value, the Bidder may submit a nominal purchase price (the "Tier 3 Price") and shall assume the liabilities associated with the applicable leases. The Tier 3 structure is intended to credit value for the estates' savings in avoiding rejection damages.
• Each Bidder must identify which leases are assigned to each tier. The aggregate of the Tier 1, Tier 2, and Tier 3 Prices, together with any assumed liabilities, constitutes the Bidder's total bid.

Auction Process and Topping Bids

• At commencement, counsel for the Debtors announces the leading bid (the "Lead Bid"), then offers the other Bidder the opportunity to submit a revised binding bid (a "Topping Bid").
• Each Topping Bid must be a cash bid and provide overall value to the estates at least 2% above the overall value of the Lead Bid. Counsel for the Debtors, after consulting the Consultation Parties, announces whether the bid qualifies; if so, it becomes the new Lead Bid. Bidding continues in successive rounds at the same 2% increment.
• A Bidder that fails to submit a conforming Topping Bid within the time allotted is deemed to have concluded its bidding.
• During any bid submission, the submitting Bidder must (a) identify all economic terms of the topping bid; (b) identify the sites included in the revised bid; (c) disclose whether any economic terms from its prior submitted asset purchase agreement have changed, including purchase price, assumed liabilities, per-site reduction amounts, or closing conditions; and (d) identify the leases assigned to each tier and the corresponding Tier 1, Tier 2, and Tier 3 Prices. Item (d) appears in the Auction Procedures but not in paragraph 7 of the order.
• The Debtors reserve the right, after consulting the Consultation Parties, to modify the Auction Procedures during the Auction in their business judgment, including by adjusting topping bid increments, imposing a deadline for subsequent topping bids, extending bidding rounds, and converting to a sealed-bid format.

Value Assessment Factors

• In evaluating bids, the Board will, in consultation with the Consultation Parties, consider among other factors: overall value to the estates including treatment of cure costs; the identity of the leases in the purchased asset group; price per site and allocation of such price; the amount by which the purchase price decreases upon a Qualified Removal (a removal of a site for a reason described in Section 6.3(c) of the Dutch Bros APA); the potential number of rejections of sites; the size of the general unsecured claims pool resulting from rejection of any unpurchased lease; assumption of liabilities; the allocation of leases among tiers and relative pricing within each tier; the economic effect of removing sites from the subsequent Western Group and Central Group auctions under Dkt. No. 133; any closing conditions present in one bid but not the other; the projected closing date; and any other reasonable factor.
• Notwithstanding anything to the contrary in the Auction Procedures, the Dutch Bros APA, or the Bulk Sale Auction Procedures Order, Dutch Bros may not "credit bid" any consideration relating to or on account of the Surplus Proceeds Agreement, and the Debtors may not ascribe any value to a Dutch Bros bid on account of any such consideration.

Surplus Proceeds Agreement

• The order provides that nothing in it should be construed as approval of the Surplus Proceeds Agreement, that the Court makes no findings with respect to it, and that all parties' rights with respect to it are reserved in all respects.
• The Surplus Proceeds Agreement is not defined in the order or in the Auction Procedures, and its relationship to the Side Letter described in the Bulk Sale motion is not stated in the filings reviewed.
• If Dutch Bros is not the Successful Bidder, the Debtors "shall escrow the Surplus Proceeds to be distributed to Dutch Bros upon the effective date of the Debtors' chapter 11 plan or upon the further order of this Court" — an escrow-and-hold mechanic that operates notwithstanding the absence of any approval of the underlying agreement.

Termination Fee Mechanics if Dutch Bros Is Not the Successful Bidder

• If Dutch Bros is not the Successful Bidder and 7 Brew "or any other person or entity" is the Successful Bidder, the Bulk Sale Order shall provide that the Termination Fee under Section 9.2(a) of the Dutch Bros APA — $3,800,000 plus Dutch Bros' reasonable and documented out-of-pocket expenses, including reasonable attorneys' fees — constitutes an allowed administrative expense claim, and that at the closing of the 7 Brew transaction the Termination Fee shall be paid directly to Dutch Bros.
• The reference to "any other person or entity" sits alongside paragraph 5, which confirms only Dutch Bros and 7 Brew as authorized and eligible Auction participants.

Back-Up Bidder — Auction

• The Bidder that is not the Successful Bidder will be the Back-Up Bidder. Its last submitted bid remains in full force and effect during a 60-day Back-Up Bid period beginning at the conclusion of the Auction.
• If the Successful Bidder fails to close during that period, the Debtors may, after consulting with the Consultation Parties, consummate the sale with the Back-Up Bidder without further order of the Court.
• This 60-day period differs from the 30-day Back-Up Bid period applicable to the Track 2 auctions under the Bid Procedures Order.

Post-Auction Steps and Notice

• Prior to announcement of results, both Bidders shall have submitted executed copies of their respective purchase agreements. At the conclusion of the Auction the Debtors, after consulting the Consultation Parties, announce the Successful Bidder and the Back-Up Bidder. No Bidder may submit any further bids after the announcement.
• Within 24 hours of the conclusion of the Auction, the Debtors are authorized and directed to (a) file a notice of the Successful Bidder substantially in the form of Exhibit 2, identifying the Successful Bidder, the Back-Up Bidder, and the leases and contracts included in the Successful Bid, and (b) serve notice on all landlords whose leases are included in the Successful Bid.
• The Exhibit 2 form calls for the Successful Bidder, Purchase Price, Number of Sites, leases and contracts included (by attached schedule), other material terms, and the Back-Up Bidder.
• Landlords and counterparties whose leases or contracts are included in the Successful Bid may request adequate assurance information from the Adequate Assurance Contacts within two business days of the filing of the Notice of Successful Bidder. The Adequate Assurance Contacts collect the information from the Successful Bidder and deliver it to the requesting landlord (and its counsel, if known) within 24 hours of receipt of the written request. Paragraph 10 of the order measures the two-day window from receipt of the filing of the notice; the Exhibit 2 form measures it from the date of the notice.

Supplemental Cure Notice and Objection Deadlines

• The Debtors are authorized and directed to serve the Supplemental Cure Notice on or before Sept. 2, 2026, by overnight mail, only on landlords and contract counterparties whose leases or contracts may be assumed and assigned in either sale process and who were not previously noticed under the Bulk Sale Motion (Dkt. No. 39).
• A recipient may object to the proposed cure amount, assumption and assignment, adequate assurance, or other applicable issue no later than Sept. 17, 2026.
• Landlords and counterparties previously noticed under the Bulk Sale Motion do not receive a new fourteen-day objection period; their existing objection deadlines and rights remain in effect as to the sale of assets and assignment of leases to Dutch Bros.
• For the avoidance of doubt, the objection deadlines in the Supplemental Cure Notice do not apply to the sale of assets or assignment of leases to 7 Brew.
• Under the Auction Procedures, any landlord objection to adequate assurance of future performance of the Successful Bidder must be filed no later than two business days before the Second Sale Hearing — which, measured against a Sept. 21, 2026 hearing, aligns with the Sept. 17, 2026 date used in the order and the Exhibit 2 form.

First and Second Sale Hearings

• First Sale Hearing — Sept. 1, 2026, 10:00 a.m. CT. If Dutch Bros is the Successful Bidder, the hearing proceeds as scheduled and covers only leases and contracts previously noticed under the Bulk Sale Motion (Dkt. No. 39), including the approximately 65 original Dutch Bros leases. The Auction Procedures describe the First Sale Hearing without conditioning it on the identity of the Successful Bidder; paragraph 8 of the order conditions it on Dutch Bros prevailing.
• Second Sale Hearing — Sept. 21, 2026, 1:00 p.m. CT. Any additional leases and contracts included in the Successful Bid that were not previously noticed under Dkt. No. 39 are heard here. The Second Sale Hearing will also resolve any objections to adequate assurance of future performance raised by landlords and counterparties who received the Supplemental Cure Notice.
• If an objection remains unresolved as of the Second Sale Hearing, the affected lease or contract shall not be assumed and assigned at that hearing unless the objection is resolved, overruled, adjourned, or otherwise addressed by further order of the Court.
• At the First and/or Second Sale Hearing the Debtors will seek entry of one or more orders approving the sale of the Purchased Assets to the Successful Bidder.

Consent to Jurisdiction and Reservation of Rights — Auction

• By participating in the Auction, each Bidder is deemed to have consented to the core jurisdiction of the Bankruptcy Court under 28 U.S.C. §§ 157 and 1334 and to have waived any right to a jury trial in connection with disputes relating to the Auction Procedures, the conduct of the Auction, and the authorization and consummation of the sale.
• Nothing in the Auction Procedures limits the Debtors' fiduciary obligations under applicable law, the rights of any party in interest to seek relief from the Court (including the right to object to approval of any sale), or the Court's authority to enter orders modifying the Auction Procedures or granting other appropriate relief.

PART II — Bidding Procedures for Residual Assets (Motion filed Aug. 16, 2026; Order Entered Aug. 19, 2026, Dkt. No. 133)

Parties Involved — Bidding Procedures

• Sellers: And Go Concepts, LLC (4415); SAG Corporate Services LLC (0810); AGC-Arizona Facilities, LLC (7507); AGC-North Texas Facilities, LLC (7091); Garland New Market LLC (6838); AGC Topco, LLC (6845); and AGC Holdco, LLC (0294)
• Financial advisor: Stout Risius Ross, LLC, engaged to market and sell the Debtors' remaining assets; managing director Douglas Brickley will manage the data room, respond to due diligence requests, and facilitate bidder inquiries. All substantive communications with Potential Bidders must be coordinated through Stout and directed to Mr. Brickley, except that adequate assurance information requests go to the Adequate Assurance Contacts.
• Real estate advisor: Hilco Real Estate, LLC, engaged on Aug. 15, 2026 to assist with landlord negotiations regarding the resolution of leases in the Central region
• Proposed counsel: Reed Smith LLP (Omar J. Alaniz and Amalia Sax-Bolder)
• Claims and noticing agent: Kroll (identified in the Bidding Procedures as the Debtors' claims and noticing agent, with sale-related documents posted at https://restructuring.ra.kroll.com/AndGoConcepts)
• Consultation Parties (as defined in the approved Bidding Procedures): counsel for any statutory committee; the DIP Lender (as defined in the Debtors' DIP motion, Dkt. No. 98); and any party holding a lien on assets that are subject to a bid. Any such party ceases to be a Consultation Party if it submits a bid. "Consultation" means good faith consultation in advance of any determination and does not require the consent of any Consultation Party. (The motion as filed referred to consultation parties without defining them; the entered Bidding Procedures resolve that gap. The Auction Procedures Order uses a narrower definition — the DIP Lender and the Creditors' Committee.)
• Bid Notice Parties: Reed Smith LLP, 2850 N. Harwood Street, Suite 1500, Dallas, TX 75201 (Attn: Omar J. Alaniz, oalaniz@reedsmith.com, and Amalia Sax-Bolder, ASaxBolder@reedsmith.com); Stout Risius Ross, LLC (Attn: Douglas Brickley, dbrickley@stout.com); and counsel for any statutory committee.
• Adequate Assurance Contacts: RMcLellarn@reedsmith.com and jcaldwell@stout.com. Upon a landlord's written request to those contacts, the Debtors must deliver adequate assurance information from Qualified Bidders for any property subject to that bidder's bid within 48 hours.
• Other parties in interest referenced in the motion: the Office of the United States Trustee; any official committee of unsecured creditors (or, if none is appointed, the Debtors' twenty largest unsecured creditors); the DIP lender and its counsel; and all known secured parties asserting interests in the Assets.
• No stalking horse bidder had been designated as of the entry of the order; the Debtors are authorized, but not required, to designate one or more.

Assets Being Sold — Bidding Procedures

• Excluding the Bulk Sale Assets, the Debtors seek to sell all or substantially all of their assets, or any portion thereof, either as a going concern or as a liquidation.
• The Assets comprise 82 sites divided into two distinct groups, as confirmed in both the entered order and the approved Bidding Procedures:
  • Western Group Assets: leasehold interests and associated assets located in Arizona and Nevada
  • Central Group Assets: leasehold interests and associated assets located in Texas and Oklahoma
• The Assets include, without limitation:
  • Unexpired leases of non-residential real property and all rights thereunder listed on Schedule 1 to the Bidding Procedures, together with any landlord and security deposits (where transferable)
  • Site-level personal property, furniture, fixtures, signage, equipment, smallwares, and related tangible assets
  • Intellectual property, including the "Salad and Go" trade name and trademarks, recipes, proprietary operating systems, brand identity, goodwill, and related intangible assets
  • Permits, licenses, and governmental authorizations, to the extent transferable
  • Books, records, and other documentation necessary to transfer or support the Assets
  • Any and all other assets of the Debtors' estates not otherwise excluded from the sale process
• Excluded: (i) assets associated with the Debtors' central kitchen facilities and (ii) the Bulk Sale Assets (as defined in the Dutch Bros sale motion at Dkt. No. 39). To the extent any assets fall out of the Bulk Sale process, they may be included in this process.
• The Auction Procedures Order cuts in the opposite direction as well: leases in the residual pool may be swept into the Track 1 Auction if included in a Bidder's revised bid, with only leases not purchased at that Auction remaining available for the Western Group and Central Group auctions.
• Any sale of the Assets shall be free and clear of all liens, claims, interests, and encumbrances pursuant to section 363(f), with any such liens attaching to the sale proceeds with the same validity, priority, and extent as existed immediately prior to the sale.
• Schedule 1 is referenced in the Bidding Procedures but is not attached to the entered order as filed. Footnote 1 reserves the Debtors' right to adjust Schedule 1 by removing or adding properties prior to service of the Bidding Procedures on interested parties, and to adjust the asset groups as permitted, with reasonable efforts to keep the schedule updated in the data room. The motion elsewhere states the Assets comprise "approximately 82 sites" (¶ 18), while the entered order and the Bidding Procedures each state 82.

Bifurcated Structure & No Cross-Group Bidding

• The same Bidding Procedures, deadlines, and requirements apply uniformly to both asset groups.
• Bids may be submitted for all or any portion of either asset group, including individual locations, packages of locations, intellectual property only, equipment only, or any other combination within a single asset group.
• No bid may combine Central Group Assets with any Western Group Assets, or vice versa; each bid must pertain solely to one asset group or a subset thereof.
• The Sellers' Board of Managers retains the discretionary right, exercisable at any point prior to the conclusion of the applicable Auction(s) and consistent with its fiduciary duties, to collapse or desegregate the two-group structure and conduct a single, unified Auction for all Assets if it determines that doing so would increase overall value to the estates.
  • In the event of desegregation, the Sellers will provide reasonable advance notice to all Acceptable Bidders, any Consultation Parties, and the U.S. Trustee; the Bidding Procedures will apply to the unified Auction on a consolidated basis and the prohibition on cross-group bidding will no longer apply.
• The Track 1 Auction Procedures contain no analogous group restriction — a Bidder there may bid on any of the Debtors' unexpired nonresidential real property leases on the list of available assets, without regard to the Western/Central split.

Stalking Horse Procedures

• The Debtors are authorized, but not required, to designate one or more Stalking Horse Bidders for all or any portion of either asset group. There is no requirement that the Sellers select any stalking horse bidder, and no separate Court approval is required for a designation — the designation itself is pre-authorized by the Bid Procedures Order.
• Stalking horses will be selected from among the Acceptable Bidders that have submitted Stalking Horse LOIs satisfying the Qualified Bid requirements. Each stalking horse bid must pertain solely to one asset group and may not combine or span the Western Group Assets and the Central Group Assets.
• Deadline to submit a Stalking Horse LOI: Aug. 28, 2026 at 5 p.m. CT. Deadline to submit a binding Stalking Horse Agreement on substantially the terms of the Form APA: Sept. 11, 2026 (5 p.m. CT under the Bidding Procedures). Any designation will be announced on or before Sept. 17, 2026.
• Multiple stalking horses may be designated, including separate stalking horses for each asset group, provided that no two stalking horse bids encompass overlapping properties or assets and no stalking horse bid spans both asset groups.
• If no stalking horse is designated for a particular asset group, the applicable Auction will proceed without a stalking horse bid and the Qualified Bid with the highest or otherwise best value will serve as the opening bid for the applicable Assets.
• The Sellers may designate a Stalking Horse Bid purchase agreement as the "Form APA" with respect to certain Assets, by posting notice within 48 hours of that designation.

Bid Protections — Bidding Procedures

• The requested pre-authorization of bid protections was not granted in the Bid Procedures Order. The motion sought pre-authorization of Stalking Horse Bid Protections — inclusive of any break-up fee and/or expense reimbursement — of up to 3% of the applicable cash purchase price without further Court approval. The entered order instead provides that the Court will consider that request at a hearing on Aug. 26, 2026 at 10:30 a.m. CT, with objections due no later than Aug. 25, 2026 at 4 p.m. CT. The 3% figure does not appear in the entered order.
• Correspondingly, the approved Bidding Procedures provide only that Stalking Horse Bid Protections "shall be consistent with any terms set forth in an Order from the Court," and that no bidder other than a designated stalking horse bidder, if permitted under Court order, shall be entitled to any break-up fee, termination fee, or expense reimbursement.
• Except as set forth in the order with respect to the Stalking Horse Procedures, no person or entity is entitled to any expense reimbursement, break-up fee, "topping" fee, termination fee, or other similar fee or payment; by submitting a bid, each person or entity is deemed to have waived any right to request or file with the Court any request for expense reimbursement or any form of bid protections.
• The outcome of the Aug. 26, 2026 hearing is not reflected in the filings reviewed. The Auction Procedures Order, entered Aug. 28, 2026, addresses bid protections only as to the Dutch Bros Termination Fee under the Bulk Sale APA.

Potential Bidder & Letter of Intent Requirements

• To participate, a Potential Bidder must deliver (a) an executed confidentiality agreement in form and substance satisfactory to the Sellers and (b) sufficient information for the Sellers to determine that it has the financial capacity to consummate a sale transaction. The Sellers, in consultation with the Consultation Parties, determine whether a Potential Bidder qualifies as an "Acceptable Bidder" entitled to participate further in the sale process.
• Under the approved Bidding Procedures, the Aug. 28 LOI requirement applies only to an Acceptable Bidder seeking to serve as a Stalking Horse for an asset group — not to every bidder wishing to participate in an Auction, as the motion had framed it. Each Stalking Horse LOI is non-binding and must be delivered by 5 p.m. CT on Aug. 28, 2026, and must include:
  • Identification of the specific leases and/or locations of interest and the applicable asset group;
  • The proposed purchase price per location or group of locations;
  • Any bid protections sought; and
  • Contact information for the bidder and its advisors.

Qualified Bid Requirements

• To participate in an Auction, an Acceptable Bidder must deliver an irrevocable offer by the Bid Deadline satisfying each requirement below, including:
  • Purchased Assets: clear statement of the assets, properties, and/or leases sought within a single asset group, whether on an individual, combination, or aggregate basis, whether the Bid is conditioned on acquiring all identified assets or is separable, and whether it pertains to the Western Group Assets or the Central Group Assets (or a subset thereof). A Qualified Bid for Central Group Assets is deemed to exclude any lease previously removed from that group.
  • Purchase Price: a single-point value in U.S. dollars on a cash-free, debt-free basis, together with an allocation of the purchase price among the identified properties.
  • Good Faith Deposit: 10% of the aggregate purchase price, held in escrow.
  • Bid Documents: fully executed, non-contingent transaction documents, including a redline comparison to the Form APA (which the Sellers may designate to be a Stalking Horse Bid purchase agreement as to certain Assets, on 48 hours' posted notice).
  • No contingencies of any kind, including financing contingencies or due diligence conditions.
  • Identification of all conditions to closing, including all contracts requiring assumption and assignment.
  • Sources of Financing: evidence of committed, unconditional financing sufficient to consummate the transaction, not subject to any internal approvals, syndication, or credit committee conditions.
  • Adequate Assurance: (i) the legal name of the Proposed Assignee; (ii) financial statements for fiscal years 2024 and 2025; (iii) a description of the Proposed Assignee's restaurant and/or retail operating experience; and (iv) the intended use of the leased premises.
  • Cure Amounts: identification of the cure amounts the bidder is willing to pay for each lease proposed to be assumed and assigned, with the buyer responsible for all cure amounts.
  • Identity: full disclosure of the identity of the bidder, including all shareholders, partners, and ultimate controlling entities; evidence of all necessary internal approvals and authorizations; an acknowledgment of compliance with the Bidding Procedures, the Bid Procedures Order, the Bankruptcy Code, and applicable law; and an "as is, where is" acknowledgment that the Sellers make no representations or warranties.
  • A representation of no collusion with respect to the submission of the Bid or the sale process unless permitted by the Debtors, and that the Bid is a good-faith, bona fide offer.
  • Irrevocability until consummation of the sale transaction, and an agreement to serve as Back-Up Bidder if the bidder submits the next-highest or otherwise next-best Bid.
  • Identification of all required regulatory approvals and the anticipated timeline for obtaining them, and the expected closing date.
  • Consent to the Court's jurisdiction and waiver of any right to a jury trial.
  • No Fees: acknowledgment that the bidder bears its own costs and expenses and waives any right to a break-up fee, termination fee, or expense reimbursement of any kind.
• Only bids satisfying all of the foregoing requirements will be considered Qualified Bids, and any Acceptable Bidder submitting one is a "Qualified Bidder." The Sellers make no warranties of any kind with respect to the Assets, and may, in their discretion, provide a Potential Bidder an opportunity to cure any deficiency in its Bid.
• Within three business days following the Bid Deadline, the Sellers will determine which bids constitute Qualified Bids and will notify bidders no later than Sept. 29, 2026. The Sellers reserve the right to extend the Bid Deadline in their discretion.

Landlord Bids and Landlord Credits

• The approved Bidding Procedures add a landlord-specific bidding mechanic not present in the motion as summarized. The Sellers reserve the right, in consultation with the Consultation Parties, to consider any bid submitted by a landlord for the termination or assignment of one or more of that landlord's own unexpired leases (such leases, "Locations"; each such bid, a "Landlord Bid").
• A Landlord Bid's purchase price may comprise (i) a cash component and/or (ii) a non-cash component representing a valid and undisputed "credit" for unpaid amounts validly due under the applicable lease (a "Landlord Credit"). The Sellers may, in their sole and absolute discretion and in consultation with the Consultation Parties, apply a Landlord Credit to reduce the cash consideration for the applicable Location.
• Nothing obligates the Sellers to accept, consider, or apply any Landlord Credit or to accept any Landlord Bid, and the Sellers owe no duty or obligation to any landlord or party in interest with respect to either.
• A Landlord Bid may qualify as a Qualified Bid even if it does not fully comply with the Qualified Bid requirements: the bidding landlord (A) may submit a form of lease termination agreement or assumption and assignment agreement in lieu of the Bid Documents requirement, (B) need comply with the good faith deposit requirement only as to the cash component of its bid, and (C) need not include the closing conditions, adequate assurance, identity, compliance acknowledgment, or regulatory approvals requirements.

Good Faith Deposit — Bidding Procedures

• Each Bid must be accompanied by a good faith deposit equal to 10% of the aggregate purchase price, held in escrow.
• If a bidder's Bid is increased at the applicable Auction, the bidder must adjust its deposit to equal 10% of its final bid amount within one business day of the conclusion of that Auction.
• The Successful Bidder's deposit will be credited toward the purchase price at closing; if the Successful Bidder fails to consummate the sale transaction, the deposit will be forfeited as liquidated damages to the estates.
• Deposits of unsuccessful bidders (other than the Back-Up Bidder) will be returned within five business days following closing; the Back-Up Bidder's deposit will be returned upon expiration of the 30-day Back-Up Bid period.

Credit Bid

• Under the entered order, any Qualified Bidder holding a valid and perfected lien on any assets of the Debtors' estates (a "Secured Creditor") may credit bid all or a portion of the value of its allowed claims within the meaning of section 363(k), provided that a Secured Creditor may credit bid its claim only with respect to the collateral by which it is secured. The Bidding Procedures themselves contain no credit bid provision.
• The Track 1 Auction Procedures contain a targeted credit bid prohibition running against Dutch Bros as to any consideration relating to the Surplus Proceeds Agreement.

Bid Evaluation

• Following the Bid Deadline, the Sellers, in consultation with the Consultation Parties, will identify the highest or otherwise best Qualified Bid or Bids (each, a "Starting Bid") for each Auction and asset group, and will provide copies of the Starting Bid(s) to the Consultation Parties and the U.S. Trustee on the next business day.
• In evaluating Qualified Bids, the Sellers may consider, among other factors: total consideration offered; likelihood of closing; net economic effect on the estates; tax consequences; the impact on landlords and the adequacy of adequate assurance of future performance; the aggregate portfolio value of the bid or combination of bids; and any other factors the Sellers deem relevant.
• Mix and Match: the Sellers may combine bids from different Qualified Bidders across different properties or groups of properties within the same asset group to maximize aggregate estate value, comparing aggregate consideration and, for overlapping bids within an asset group, the combination that maximizes value.
• Under the entered order, the Debtors — in their reasonable business judgment, in consultation with their advisors (including Stout as financial advisor) and the Consultation Parties — have the right to: determine whether a bid is a Qualified Bid; reject any or all bids at any time prior to or during the applicable Auction; select the Successful Bidder(s) and Back-Up Bidder(s) for each asset group; cancel the applicable Auction and/or postpone the Sale Hearing if no Qualified Bid is received for the applicable Assets (other than from a Stalking Horse Bidder); and exercise mix-and-match authority.

Auction Details

• If more than one Qualified Bid is received for any Asset or group of Assets within either asset group (including any Stalking Horse Bid), the Debtors will conduct two Auctions on consecutive days at a location to be determined, which may be held in person, virtually, or in a hybrid format as designated by the Debtors upon notice to all Qualified Bidders:
  • Auction 1 (Day 1): Western Group Assets — Oct. 1, 2026, at 10 a.m. CT
  • Auction 2 (Day 2): Central Group Assets — Oct. 2, 2026, at 10 a.m. CT
• Only Qualified Bidders that have timely submitted a Qualified Bid for the applicable asset group may bid at that Auction, and each must appear in person or through duly authorized representatives.
• Landlords are permitted to observe any plenary sessions during an Auction by Zoom or similar platform, provided that all observing parties mute their lines and do not actively participate unless permitted by the Sellers after consulting the Consultation Parties.
• Each Qualified Bidder must confirm on the record that it has not engaged in any collusion with respect to the bidding or sale of the Assets and that its Qualified Bid is a good-faith, bona fide offer it intends to consummate if selected. No collusion among bidders is permitted, and each Auction will be transcribed.
• If only one Qualified Bid is received for any particular Asset or group of Assets within either asset group (or if a Stalking Horse Bidder is the only Qualified Bidder for its designated assets), the Debtors may cancel the applicable Auction as to such Assets and proceed directly to the Sale Hearing.
• Where the only Qualified Bid received for certain assets in an asset group is a Stalking Horse Bid, the Sellers may cancel the applicable Auction as to those assets and designate the Stalking Horse Bid as the Successful Bid for them.
• If no Qualified Bids are received for certain assets in an asset group and no stalking horse has been designated for those assets, no Auction will be conducted for them, and the Debtors may proceed to abandon or dispose of unsold goods and equipment under the approved abandonment and disposition procedures.
• Each Auction will continue until the Sellers determine the highest or otherwise best bid for each asset or group of assets within the applicable asset group. The Sellers may adjourn or continue either Auction at any time and reserve all fiduciary duties in connection with the conduct of either Auction.
• Within one business day after the conclusion of each Auction, or as soon as reasonably practicable thereafter, the Debtors will file with the Court and serve on all parties entitled to notice a Notice of Auction Results identifying the Successful Bidder(s) and Back-Up Bidder(s) for the applicable asset group, and the terms of the Successful Bid(s).

Overbid — Bidding Procedures

• Bidding at each Auction begins with the Starting Bid for each asset or group of assets within the applicable asset group.
• Minimum Overbid Increment: at least 2% of the prior bid, plus the amount of any applicable Stalking Horse Bid Protections (if applicable to the initial round of overbidding). The Track 1 Auction Procedures use the same 2% increment, measured against overall value to the estates.
• The Sellers may adjust the minimum overbid increment at any time during the applicable Auction.

Back-Up Bidder

• The Qualified Bidder submitting the next-highest or otherwise next-best bid at the applicable Auction for each asset or group of assets will be designated the Back-Up Bidder.
• Each Back-Up Bid remains open for 30 days following the conclusion of the applicable Auction.
• If the Successful Bidder fails to consummate within that period, the Back-Up Bidder automatically becomes the Successful Bidder upon 24 hours' notice, provided that any affected contract counterparty has five days to object to the assignment of its contract to the Back-Up Bidder.

Due Diligence

• Only Acceptable Bidders that have executed a Confidentiality Agreement will be granted access to the electronic data room, which will contain, among other materials, the Form APA, the Cure Schedule, and lease summaries.
• No Potential Bidder or Acceptable Bidder may contact any landlord, vendor, customer, or other counterparty of the Sellers without the Sellers' prior written consent. Each Acceptable Bidder must comply with all reasonable Seller requests for information in connection with the evaluation of its qualifications and proposed transaction.
• Due diligence access terminates as of the Bid Deadline. Interested parties should confirm the current list of available Central Group Assets in the data room prior to submitting a Bid.

Assumption and Assignment — Bidding Procedures

• By no later than Aug. 20, 2026, the Debtors will serve a Cure Schedule on each non-Debtor counterparty to any executory contract or unexpired lease that may be assumed and assigned, setting forth the Debtors' good-faith proposed cure amounts under section 365(b). The Cure Schedule will also be posted to the data room by Aug. 20, 2026.
• Cure Objections must be filed and served within 14 days after service of the Cure Schedule (or such later date as may be agreed by the Debtors). Any counterparty failing to timely object will be deemed to have consented to the Cure Amount and to the assumption and assignment of its contract or lease and will be forever barred from asserting any additional cure amount or objection. Disputed cure amounts will be adjudicated at the Sale Hearing or at such later date as the parties may agree or the Court may determine.
• The Successful Bidder(s) are responsible for paying all Cure Amounts at or prior to closing.
• The Debtors will collect adequate assurance information from Qualified Bidders and deliver it to landlords (and their counsel, if known) for any property subject to that bidder's bid within 48 hours after the landlord's written request to the Adequate Assurance Contacts. The information will include the Proposed Assignee's legal name, financial statements for fiscal years 2024 and 2025, documentation of restaurant and/or retail experience, and the intended use of the premises. Under the Track 1 Auction Procedures, the equivalent turnaround is 24 hours.
• Many of the Debtors' leases contain use restrictions (e.g., limiting operations to "Salad and Go" or similar concepts) or require landlord consent to assignment. Any provision purporting to prohibit, restrict, or condition assignment — including any anti-assignment clause or change-of-control provision — will not restrict, limit, or prohibit assumption and assignment pursuant to section 365(f).
• Inclusion of a contract or lease on the notice is not an admission that it is executory or unexpired, or that the Debtors are obligated to assume or assign it; the Debtors reserve all rights to withdraw, exclude, or reject any listed contract or lease.
• The form Assumption Notice attached to the motion (Exhibit 3), including its unpopulated Exhibit A schedule of contracts and leases with proposed cure amounts and assignees, is not attached to the entered order; only the Bidding Procedures were attached as Exhibit 1.

Consensual Lease Rejection or Termination

• Nothing in the order affects the right of the Sellers and any landlord to consensually agree to a lease rejection or lease termination. If they do, the Sellers must post notice of the agreement in the electronic data room within 48 hours, upon which the lease is deemed removed from the Bidding Procedures.

Abandonment and Disposition Procedures

• The Debtors are authorized to abandon, dispose of, or otherwise surrender Unsold Property — goods, inventory, supplies, restaurant equipment, furniture, fixtures, and other tangible personal property remaining after the sale process — under section 554(a) or section 363(b) upon seven days' notice, where no Qualified Bid is received or the costs of continued storage, removal, maintenance, marketing, or sale exceed expected realizable value.
• Each Abandonment Notice will identify a description of the property, its location, the proposed method of disposition (abandonment in place, discard, recycling, donation to a charitable organization, de minimis sale to a third party, or other disposition), and the business-judgment rationale.
• Notices will be served on the U.S. Trustee; any official committee; the DIP lender and any secured parties with asserted liens on the subject property; the applicable landlord, bailee, or party in possession; and any other known parties asserting interests in the property.
• Objections must be filed and served within seven calendar days of service, unless shortened notice is authorized by the Court for property creating a health or safety risk, rapidly deteriorating or perishable property, or property whose continued storage imposes material cost on the estates.
• A landlord that has already filed an objection under the Court's order granting procedures for the rejection of executory contracts and unexpired leases (Dkt. No. 61) is not required to file an objection to an Abandonment Notice.
• If no timely objection is filed, the Debtors may file a certificate of no objection and proceed without further Court order. If an objection is filed, the Debtors may resolve it consensually or seek a hearing on at least five days' notice; absent consensual resolution or a Court order, the disputed disposition may not proceed.
• The Debtors are authorized, without further Court order, to sell or dispose of Unsold Property through de minimis sales, liquidation sales, or private dispositions free and clear under section 363(f), with liens attaching to the proceeds with the same validity, priority, force, and effect, subject to the estates' rights, claims, and defenses, and subject to the notice, objection, preserved-rights, and applicable-law provisions described above.
• The motion described de minimis sales as those "yielding proceeds below a threshold to be set in the Bid Procedures Order." The entered order sets no dollar threshold, so the de minimis authorization operates without a stated cap, subject only to the notice and objection procedures.
• The procedures do not impair the rights of any secured party or third-party owner absent a Court order, authorize the abandonment of books, records, or legally protected data, or contravene applicable environmental, health, safety, privacy, or other non-bankruptcy law.
• The motion cites Bankruptcy Rule 6007, which requires that notice of a proposed abandonment be given to all creditors, indenture trustees, and committees; the approved procedures instead provide for service on the more limited list of parties described above.

Sale Free and Clear & Good Faith Purchaser Protection — Bidding Procedures

• The caption of the entered order recites that it authorizes the sale of the Assets free and clear of all encumbrances and the assumption and assignment of certain executory contracts and unexpired leases. The decretal provisions do not do so. They approve the Bidding Procedures, stalking horse procedures, bid deadline and auctions, assumption and assignment procedures, abandonment procedures, and sale hearing and objection procedures. The only free-and-clear authorization actually granted is for de minimis, liquidation, and private dispositions of Unsold Property.
• The Bidding Procedures provide that any sale of the Assets shall be free and clear under section 363(f), with liens attaching to proceeds, but the operative sale authorization remains to be sought at the Sale Hearing.
• Failure to object to a proposed sale by the Sale Objection Deadlines constitutes consent for purposes of section 363(f)(2), and any party failing to timely object is forever barred from asserting any objection to the Sale, including under section 363(f).
• The order contains no section 363(m) good faith purchaser finding and no successor liability findings or protections — in contrast to the Bulk Sale, where extensive successor-liability protections are sought. The motion had submitted that the competitive auction process would support such a finding at the Sale Hearing. The Auction Procedures Order likewise contains no section 363(m) finding; those findings are reserved for the First and Second Sale Hearings.

Sale Hearing & Objection Deadlines — Bidding Procedures

• The Sale Hearing will be held on Oct. 14, 2026 at 10 a.m. CT, before the Honorable Alfredo R. Pérez — eight days later than the Oct. 6, 2026 date proposed in the motion. The Auction Procedures Order refers to the same hearing as the "Non-Bulk Sale Hearing."
• Objections to the Sale(s) to the Successful Bidder(s) selected at the applicable Auction (or, absent an Auction, the sole Qualified Bidder) may be brought solely on adequate assurance grounds and must be filed and served so as to be actually received no later than three business days after filing of the applicable Notice of Auction Results (the "Adequate Assurance Deadline"). The motion had proposed two business days without the adequate-assurance limitation.
• The "Sale Objection Deadlines" are the Adequate Assurance Deadline and the Cure Objection Deadline together. Any party in interest failing to object by those deadlines is deemed to have consented to the Sale and is forever barred from objecting.
• The motion's separate "Post-Auction Objection Deadline" — for objections that could not have been raised prior to the Auction, including objections to the identity of the Successful Bidder or the specific terms of the Successful Bid — does not appear in the entered order.
• At the Sale Hearing, the Sellers will seek findings that each Auction was conducted in accordance with the Bidding Procedures and in a fair and reasonable manner; that each Successful Bid constitutes a Qualified Bid and represents the highest or otherwise best offer for the applicable Assets; and that approval is in the best interests of the estates, creditors, and other parties in interest.
• The order is effective and enforceable immediately upon entry notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, and the 14-day stay under Rules 6004(h) and 6006(d) is waived. (The motion's prayer for relief had referred to the stay periods "under Rules 6004(b) and 6006(d)," an apparent typographical error for Rule 6004(h).)

Other Relief and Order Mechanics

• Order of precedence: the Bid Procedures Order governs over any inconsistency with the Motion (including all exhibits thereto other than the Bidding Procedures); the Bidding Procedures govern over any inconsistency with the Order.
• The failure to specifically include or reference any particular provision of the Bidding Procedures in the Motion or the Order does not diminish or impair its effectiveness — the Court's intent being that the Bidding Procedures are approved in their entirety.
• The Debtors are authorized and empowered to take all actions necessary or appropriate to implement the relief granted, including making authorized payments and entering into or executing necessary agreements and documents, and to make non-substantive changes to the order (including correcting typographical or grammatical errors) without further Court order.
• The order binds and inures to the benefit of the Debtors, their estates, all bidders, Qualified Bidders, Successful Bidders, affected counterparties, and all creditors, and their successors and assigns, including any chapter 7 or chapter 11 trustee later appointed.
• All time periods are calculated in accordance with Bankruptcy Rule 9006(a). The Court retains jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the order.

Notices and Exhibits

• The bidding procedures motion attached five forms plus a proposed order: Exhibit 1 (Bidding Procedures); Exhibit 2 (Notice of Proposed Sale of Assets, Bidding Procedures, Auctions, Sale Hearing, and Related Deadlines); Exhibit 3 (Notice of Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases); Exhibit 4 (Notice of Proposed Abandonment or Disposition of Certain Goods and Equipment); and Exhibit 5 (Notice of Auction Results, Successful Bidder(s), and Sale Hearing).
• The entered order attaches only Exhibit 1 (the Bidding Procedures). The form notices are not attached to the order as entered, and the Court made no separate finding approving their form; the order's caption refers to approving "the form and manner of notice thereof," and the Court found notice of the Motion and the proposed Bidding Procedures appropriate, compliant, and adequate.
• The Auction Procedures Order, by contrast, attaches both the Auction Procedures (Exhibit 1) and the Notice of Auction Results and Successful Bidder form (Exhibit 2).
• By no later than Aug. 20, 2026, the Sellers must (a) serve an Auction Notice setting forth the dates, times, and places of the Auctions and applicable objection deadlines; (b) distribute the Bid Procedures Order, the Bidding Procedures, and the Cure Schedule through the electronic data room; and (c) post the same at https://restructuring.ra.kroll.com/AndGoConcepts. The Form APA is not on that list; footnote 3 to the Bidding Procedures requires it to be posted to the data room by Aug. 28, 2026.
• Notice of the motion was provided to the U.S. Trustee; all parties entitled to notice under Bankruptcy Rule 2002; any official committee of unsecured creditors (or, if none has been appointed, the Debtors' twenty largest unsecured creditors); the DIP lender and its counsel; all known secured parties asserting interests in the Assets; and all parties who have expressed interest in acquiring the Assets.

Reservation of Rights — Bidding Procedures

• The Sellers reserve the right to modify the Bidding Procedures, including to: extend any deadline; adjourn or continue either Auction; add additional Auction rules; cancel either or both Auctions with respect to any or all assets; reject any or all bids; adjust the minimum overbid increment; change the format and/or location of either Auction; waive technical defects in any Bid; impose additional terms and conditions on the sale process; and remove leases from the Central Group Assets prior to the applicable Bid Deadline in connection with Hilco's ongoing landlord negotiations.
• The Sellers may not amend the Bidding Procedures to (x) reduce consultation obligations without the consent of any consultation parties or a Court order, or (y) make it materially more burdensome to submit a Qualified Bid. Written advance notice of any modification will be provided to all Acceptable Bidders and any consultation parties.
• Any lease removed from the Central Group Assets will no longer constitute part of the Assets, and no Qualified Bid will be required to include a removed lease. The Sellers will post notice of any removal in the data room within 48 hours of such determination.
• Removal of a lease will not affect any previously submitted Qualified Bid; any Qualified Bidder whose Bid included a removed lease may adjust its Bid accordingly without forfeiting its deposit or Qualified Bidder status. This reservation does not affect the Western Group Assets or the sale process with respect thereto.
• All parties in interest reserve all rights to seek relief from the Court with respect to any matter arising under the Bidding Procedures. The entered order separately authorizes the Debtors to modify the Bidding Procedures, in consultation with the Consultation Parties, as they determine in their reasonable business judgment to be in the best interests of the estates, provided any such modification is not inconsistent with the order or the Bankruptcy Code.

Consent to Jurisdiction — Bidders

• By submitting a Bid, each bidder is deemed to have consented to the exclusive jurisdiction of the Court for all purposes in connection with the Bidding Procedures, the applicable Auction, and the sale, and to have waived any right to a jury trial in connection with any disputes arising thereunder.
• To the extent the relief granted constitutes a final determination of the rights of the parties, all parties in interest submitting a bid or participating in the sale process are deemed to have knowingly and voluntarily consented to entry of any sale-related order as a final order that can be enforced or appealed immediately, to the extent required by the United States Constitution.

CROSS-PROCESS ISSUES

Reconciliation and Open Items

• The private-sale premise of the Bulk Sale motion has been superseded in part. The Debtors sought approval of a §363 sale "not subject to higher and better offers," and the Court has now approved a transcribed, two-party auction to determine the Successful Bidder for the Bulk Sale Order. The Bulk Sale motion, the proposed Sale Order, and the APA have not been conformed on the face of the filings reviewed.
• The Track 1 and Track 2 processes are no longer strictly non-overlapping. The Auction Procedures permit bids on any of the Debtors' unexpired nonresidential real property leases on a list of available assets, and the Supplemental Cure Notice is directed at counterparties whose leases may be assumed and assigned in "either sale process." Only leases not purchased at the Track 1 Auction remain available for the Western and Central Group auctions.
• Site count does not reconcile across the matters. The Bulk Sale motion describes a portfolio of approximately 130 leases across five states, of which 65 are Assumed Leases and 21 have been assigned away through Key Money arrangements (6 completed prepetition plus 15 executed). The entered Bid Procedures Order and Bidding Procedures fix the residual pool at 82 sites. The Auction Procedures Order refers to "approximately sixty-five (65) original Dutch Bros leases" but contemplates a Successful Bid covering an unspecified larger set. The figures cannot be reconciled from the face of the filings, and neither Schedule 1 to the Bidding Procedures nor the Auction's list of available assets is attached to the respective orders.
• "Consultation Parties" is defined differently in the two orders — DIP Lender and Creditors' Committee under the Auction Procedures Order; statutory committee counsel, DIP Lender, and lienholders on assets subject to a bid (with a bidding-disqualification proviso) under the Bidding Procedures.
• Back-Up Bid periods differ by process: 60 days under the Auction Procedures Order, 30 days under the Bidding Procedures.
• Adequate assurance turnaround differs by process: 24 hours from a landlord's written request under the Auction Procedures, 48 hours under the Bidding Procedures. The Adequate Assurance Contacts are the same in both.
• Auction attendance: paragraph 7 of the Auction Procedures Order lists the DIP Lender among permitted attendees; Section II of the approved Auction Procedures omits it, though the DIP Lender is a Consultation Party under both.
• Paragraph 9 of the Auction Procedures Order contemplates that "7 Brew or any other person or entity" could be the Successful Bidder, while paragraph 5 confirms only Dutch Bros and 7 Brew as authorized and eligible participants.
• Paragraph 8 of the order conditions the Sept. 1 First Sale Hearing on Dutch Bros being the Successful Bidder; Section IV.4 of the Auction Procedures describes the First Sale Hearing without that condition. The order does not state what occurs at the Sept. 1 setting if 7 Brew prevails.
• The Termination Fee payment trigger differs between documents: the APA provides for payment within five days of the closing of an Alternative Transaction; paragraph 9 of the Auction Procedures Order directs payment directly to Dutch Bros at the closing of the 7 Brew transaction.
• The "Surplus Proceeds Agreement" is referenced three times in the Auction Procedures Order and the Auction Procedures but is nowhere defined; the Court expressly makes no findings as to it and reserves all rights, yet the order simultaneously directs the Debtors to escrow the Surplus Proceeds for distribution to Dutch Bros. Its relationship to the Side Letter is not stated.
• The Bid Deadline for the Track 1 Auction (Aug. 28, 2026, 5 p.m. CT) is the same day the order approving the procedures was entered, and the same day as the Track 2 Stalking Horse LOI deadline and the Track 2 Form APA posting date.
• The Auction Procedures state at Section III.2(a) that the Bidder "must" submit a Tier 1 Price but that Tier 2 and Tier 3 Prices "may" be submitted, while the preamble states that each Bidder "must organize its bid into the following three tiers." The obligation to bid in all three tiers is therefore not stated consistently.
• No economic terms of the 7 Brew APA — purchase price, site count, assumed liabilities, closing conditions, or deposit amount — are disclosed in the Auction Procedures Order or the Auction Procedures.
• The Bidding Procedures state that the Court entered the Bidding Procedures Order on Aug. 18, 2026, with the docket number left blank; the order was in fact signed and entered on Aug. 19, 2026 at Dkt. No. 133 (the hearing having been held Aug. 18).
• The Bidding Procedures internally conflict on Form APA timing: paragraph 7 requires distribution of the Bidding Procedures Order, Bidding Procedures, and Cure Schedule through the data room by Aug. 20, 2026, while footnote 3 sets the Form APA posting date at Aug. 28, 2026 — after the Aug. 28 Stalking Horse LOI deadline, and only two weeks before the Sept. 11 binding stalking horse agreement deadline that requires an agreement "on substantially the terms of the Form APA."
• The Aug. 28 LOI deadline changed function between motion and order: the motion framed it as a prerequisite for any Acceptable Bidder seeking to participate in an Auction, while the approved Bidding Procedures require it only of bidders seeking stalking horse designation.
• The motion's summary of key features at ¶ 23 referred to the Sellers' right to select one or more stalking horses "by September 11, 2026," conflating the binding stalking horse agreement deadline with the announcement date; the entered order and Bidding Procedures consistently use Sept. 11 for the binding agreement and Sept. 17 for the announcement.
• The requested 3% cap on Track 2 bid protections was not entered, and the outcome of the Aug. 26, 2026 hearing is not reflected in the filings reviewed.
• The Bid Procedures Order's caption recites authorization of a free-and-clear sale and of assumption and assignment, but no decretal paragraph grants that relief; the operative sale authorization, section 363(m) findings, and any successor liability protections remain to be sought at the Oct. 14 Sale Hearing. The Auction Procedures Order contains no such findings either, deferring them to the First and Second Sale Hearings.
• Post-auction Track 2 sale objections are limited to adequate assurance grounds. The order provides no express deadline mechanism for sale objections on other grounds, while simultaneously barring any party that fails to object by the Sale Objection Deadlines from raising any objection to the Sale, including under section 363(f).
• The Bulk Sale carve-out is defined lease-by-lease, not by state: both processes cover leases in Arizona, Nevada, Texas, and Oklahoma. The Western/Central split in the Track 2 auction process is therefore a separate axis from the bulk/residual split, and the Track 1 Auction observes neither split.
• The "Salad and Go" intellectual property is an Excluded Asset under the Dutch Bros APA and an Asset under the Bidding Procedures — the two treatments are consistent, and the brand remains available for sale in the auction process. The Track 1 Auction is limited to unexpired nonresidential real property leases and does not reach the intellectual property. Brand-specific Use Restrictions in the leases are litigated as de facto anti-assignment provisions under section 365(f) in both processes.
• Douglas Brickley is identified as the Debtors' Chief Restructuring Officer in the Bulk Sale motion (and executed the APA on the Seller's behalf) and as a Stout managing director in the bidding procedures motion and Bidding Procedures.
• Kroll's role differs by track: escrow agent under the Bulk Sale APA and for both Bidders' deposits under the Auction Procedures, and the Debtors' claims and noticing agent for the cases generally.
• Cure treatment differs by track. In the Bulk Sale, the Debtors pay Required Cure Costs at or prior to Closing (with amounts not paid by the Seller deducted from the Base Purchase Price and paid by the Buyer). Under the Bid Procedures Order, the Successful Bidder pays all Cure Amounts at or prior to closing. The Auction Procedures make "the treatment of cure costs" an express value assessment factor without fixing responsibility.
• The Bulk Sale motion assumes proceeds will pay all allowed claims in full, resting on the stated assumption that landlord rejection claims are capped under section 502(b)(6) — a premise that bears on the value the residual auction process must generate.
• Sequencing risk: the First Sale Hearing (Sept. 1) precedes the residual Bid Deadline (Sept. 24), so any leases the Successful Bidder excludes under Site-Specific Failure or Use Restriction rights would fall into the residual pool after bidders have received the site list but potentially before the Bid Deadline, subject to the Debtors' reservation to include such assets in the Track 2 process. The Second Sale Hearing (Sept. 21) now sits three days before the residual Bid Deadline, so the final composition of the residual pool may not be fixed until shortly before bids are due.

Combined Key Dates

• In-person negotiations with the two final Bulk Sale 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
• Dutch Bros APA Effective Date: Aug. 4, 2026
• Petition Date: Aug. 4, 2026 (Aug. 5, 2026 for AGC Topco, LLC and AGC Holdco, LLC)
• Bulk Sale motion filed: Aug. 4, 2026 (Dkt. No. 11); amended Aug. 6, 2026 (Dkt. No. 39)
• Bulk Sale Objection Deadline: 21 days from the date the Motion was filed
• Bidding procedures motion filed: Aug. 16, 2026
• Bid Procedures Hearing held: Aug. 18, 2026
• 7 Brew APA dated: Aug. 18, 2026
• Bid Procedures Order entered: Aug. 19, 2026 (Dkt. No. 133)
• Distribution of Bid Procedures Order, Bidding Procedures, Auction Notice, and Cure Schedule (service and data room posting): Aug. 20, 2026
• Objection deadline — pre-authorization of Track 2 bid protections: Aug. 25, 2026, at 4 p.m. CT
• Hearing on pre-authorization of Track 2 bid protections: Aug. 26, 2026, at 10:30 a.m. CT
• Auction Procedures Order entered (Dkt. No. 199; relates to Dkt. No. 169): Aug. 28, 2026
• Bid Deadline and bidder acknowledgment deadline (Dutch Bros / 7 Brew Auction): Aug. 28, 2026, at 5:00 p.m. CT
• Stalking Horse LOI Deadline (residual assets): Aug. 28, 2026, at 5 p.m. CT
• Form APA posted to data room (residual assets): Aug. 28, 2026
• Auction between Dutch Bros and 7 Brew: Aug. 31, 2026, at 10:00 a.m. CT, Houston office of Reed Smith LLP (or other location or remote format designated by the Debtors)
• Notice of Successful Bidder filed and served: within 24 hours of the conclusion of the Auction (Exhibit 2 form dated Aug. 31, 2026)
• First Sale Hearing (Bulk Sale; if Dutch Bros is the Successful Bidder): Sept. 1, 2026, at 10:00 a.m. CT
• Supplemental Cure Notice served by overnight mail: on or before Sept. 2, 2026
• Adequate assurance requests to the Adequate Assurance Contacts: within two business days of the filing of the Notice of Successful Bidder; delivery within 24 hours of receipt of the written request
• Binding Stalking Horse Agreement Deadline (residual assets): Sept. 11, 2026, at 5 p.m. CT
• Objection deadline for Supplemental Cure Notice recipients (cure, assumption and assignment, adequate assurance, or other applicable issue): Sept. 17, 2026
• Announcement of Stalking Horse Bidder(s), if any (residual assets): Sept. 17, 2026
• Second Sale Hearing (leases and contracts in the Successful Bid not previously noticed under Dkt. No. 39; adequate assurance objections): Sept. 21, 2026, at 1:00 p.m. CT
• Bid Deadline (residual assets): Sept. 24, 2026, at 5 p.m. CT
• Notification of Qualified Bidders (residual assets): Sept. 29, 2026
• Auction 1 (Western Group Assets): Oct. 1, 2026, at 10 a.m. CT (location TBD; in person, virtual, or hybrid)
• Auction 2 (Central Group Assets): Oct. 2, 2026, at 10 a.m. CT (location TBD; in person, virtual, or hybrid)
• Notice of Auction Results (residual assets): within one business day after the conclusion of each Auction, or as soon as reasonably practicable thereafter
• Adequate Assurance Deadline (post-auction sale objections, residual assets): three business days after filing of the applicable Notice of Auction Results
• Cure Objection Deadline (residual assets): 14 days after service of the Cure Schedule
• Sale Hearing / Non-Bulk Sale Hearing (residual assets): Oct. 14, 2026, at 10 a.m. CT
• Back-Up Bid expiration (Dutch Bros / 7 Brew Auction): 60 days following the conclusion of the Auction
• Back-Up Bid expiration (residual assets): 30 days following the conclusion of the applicable Auction
• Abandonment/Disposition Objection Deadline: seven calendar days from service of each Abandonment/Disposition Notice (subject to shortened notice for health or safety risks, perishable or rapidly deteriorating property, or property imposing material storage cost)
• Targeted Bulk 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 (Bulk Sale APA): Dec. 31, 2026
• Bulk Sale 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; this is a core proceeding under 28 U.S.C. § 157(b); venue is proper under 28 U.S.C. §§ 1408 and 1409. The Bulk Sale motion additionally cites the Order of Reference to Bankruptcy Judges entered by the U.S. District Court for the Southern District of Texas on May 24, 2012. The Auction Procedures Order recites jurisdiction under 28 U.S.C. § 1334, core status under § 157(b), and venue under §§ 1408 and 1409, and invokes Bankruptcy Rule 6003.
• Statutory bases for the Bulk Sale relief are sections 105(a), 363, 365, 503, 507, 1107(a), and 1108 and Bankruptcy Rules 2002, 6003, 6004, 6006, 9007, 9008, and 9014, together with the Local Rules and Complex Case Procedures. The entered Bid Procedures Order recites sections 105(a), 363, 365, 503, and 507, Bankruptcy Rules 2002, 6003, 6004, 6006, 9007, 9008, and 9014, and Local Rules 2002-1, 6004-1, and 9006-1.
• The Bulk Sale 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 — General

• Nothing in either Motion or the related orders 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 assumptions and assignments expressly set forth.