Salad And Go - Chapter 11 APA Summary

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

Case Background

• And Go Concepts, LLC and six debtor affiliates filed chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, on Aug. 4 and 5, 2026 (Case No. 26-90753 (ARP), Judge Alfredo R. Pérez). The cases are jointly administered. The U.S. Trustee appointed the Official Committee of Unsecured Creditors on Aug. 24, 2026 (Dkt. No. 154), with Lowenstein Sandler LLP and McDermott Will & Schulte LLP as proposed counsel. The DIP Lender is Twelve Bridge Capital, LLC.
• Salad and Go was founded in 2013 in Gilbert, Arizona. It operated small-footprint drive-thru restaurants of approximately 800 to 1,500 square feet, with no dine-in seating and, in many locations, no kitchen, hood, grill or fryer. Central kitchens supplied the restaurants.
  • At its peak the chain had approximately 146 locations across Arizona, Nevada, Texas and Oklahoma.
  • Expansion into Texas and Oklahoma beginning in 2022 underperformed. The Garland, Texas central kitchen (the "Garland Facility") carried approximately $15 million to $20 million a year in fixed costs.
  • The Debtors closed all Texas and Oklahoma stores between September 2025 and January 2026. The Garland Facility ceased operations on or about Jan. 11, 2026.
  • The Debtors ceased all remaining restaurant operations shortly after filing. The estates now consist mainly of leasehold interests, FF&E, intellectual property, permits and other residual assets.
• The hood-less, drive-thru-only footprint fits coffee and beverage operators, and the Debtors marketed the lease portfolio primarily to those buyers.
• The Debtors' advisors are:
  • Reed Smith LLP, counsel;
  • Stout Risius Ross, LLC, financial advisor, whose Douglas Brickley serves as Chief Restructuring Officer;
  • Hilco Real Estate, LLC, landlord negotiations;
  • Kroll Restructuring Administration LLC, claims agent and deposit escrow agent.
• The Debtors ran three sale processes:
  • a Bulk Sale of the core lease portfolio (Part I);
  • a Non-Bulk Sale of the remaining leases, the Salad and Go brand and other residual assets (Part II);
  • a separate auction of Garland Facility equipment (Part IV).
  A de minimis procedures order covers small dispositions (Part III).

Procedural History

• Aug. 4 / Aug. 6, 2026 — Bulk Sale motion (Dkt. Nos. 11 / 39). As filed, a private sale of 65 leases to Boersma Bros. LLC d/b/a Dutch Bros for $105 million for the Arizona and Nevada leases, plus $50 for the Texas and Oklahoma leases. The motion included a fiduciary out carrying a $3.8 million termination fee.
• Aug. 19 — Bid Procedures Order (Dkt. No. 133). Approved procedures for the residual (Non-Bulk) assets, originally structured as two auctions split into a Western Group and a Central Group. The requested pre-authorization of stalking horse protections of up to 3% was deferred to a later hearing.
• Aug. 28 — Auction Procedures Order (Dkt. No. 199). After Brew Culture, LLC ("7 Brew") signed a competing APA, the Court approved a two-party auction between Dutch Bros and 7 Brew, held Aug. 31.
• Sept. 1 — Amended Non-Bulk Sale Bidding Procedures Order (Dkt. No. 240). Replaced the two auctions with a single Non-Bulk Auction on Sept. 30 covering the 49 sites on Schedule 1.
• Sept. 28 — Non-Bulk stalking horses designated (Dkt. Nos. 452, 453 and 469):
  • 7 Brew, four sites for $2.0 million;
  • Swig Stores, LLC ("Swig"), 11 sites for $5.88 million;
  • Dutch Bros, five Phoenix-market sites (the "Group B Assets") for $4.0 million.
• Sept. 28 — De Minimis Asset Sale Procedures Order (Dkt. No. 460). See Part III.
• Sept. 29 — Bulk Sale Order (Dkt. No. 478). Approved the Bulk Sale to 7 Brew, with Dutch Bros as Back-Up Bidder. See Part I.
• Sept. 30 — Non-Bulk Auction. The Notice of Auction Results followed on Oct. 1 (Dkt. No. 490).
• Oct. 6 — Equipment Sale Motion (Dkt. No. 518). Seeks to retain Branford Auctions, LLC to sell the Garland Facility equipment. No order has been entered. See Part IV.
• Oct. 16 — Non-Bulk Sale Order (Dkt. No. 599) (the "Initial Non-Bulk Sale Order"). Following the Oct. 14 hearing, approved sales to six buyers of 26 leases and the Salad and Go intellectual property. Eight leases were reserved for an Oct. 20 hearing. See Part II.
• Oct. 20 — Reserved Lease hearing. The Court heard the eight Reserved Leases, including the objections of HH-Poca Fiesta, LLC and HH-Casa Grande, LLC (Dkt. Nos. 384 and 516) (the "HH Objections").
• Oct. 27 — Second Non-Bulk Sale Order (Dkt. No. 648). Approved sales of five Reserved Leases to three buyers for $210,002, released Swig from Stores 1702 and 1704, and reserved Store 1468 again. See Part II.
• Oct. 27 — Emergency Motion to compel Swig (Dkt. No. 647). The Debtors seek to compel Swig to close on Stores 1124 and 1127, which Swig seeks to drop from its purchase. Hearing set for Oct. 30. See Part II.

Sale Results at a Glance

• Bulk Sale: 7 Brew; 62 leases; Purchase Price of $123,452,384.02, subject to adjustment. Approved Sept. 29 (Dkt. No. 478).
• Non-Bulk Sale (Initial Non-Bulk Sale Order): 26 leases and the Salad and Go IP sold to six buyers for aggregate approved consideration of $15,497,655 per Exhibit B. Approved Oct. 16 (Dkt. No. 599).
  • 7 Brew: $6,591,554
  • Swig: $7,105,000, including Stores 1124 and 1127 ($1,480,000), which are subject to the closing dispute below
  • Dutch Bros: $1,356,293
  • Beyond Salt and Pepper, LLC: $180,001
  • Rita's Stores, LLC: $171,869
  • Just Salad New York LLC: $92,938, inclusive of cure
• Non-Bulk Sale (Second Non-Bulk Sale Order): five leases sold to three buyers for $210,002. Approved Oct. 27 (Dkt. No. 648).
  • Sipside 1 LLC: $210,000
  • Swig: $1
  • Beyond Salt and Pepper: $1
• Combined approved Non-Bulk consideration: $15,707,657 across 31 leases and the IP.
• Remaining Non-Bulk items:
  • Store 1468 (Waco), $20,000 to Sipside, remains reserved.
  • Swig was released from Stores 1702 and 1704 ($200,000 in winning bids).
  • Swig seeks to drop Stores 1124 and 1127 and reduce its price by $1,480,000. The Debtors' emergency motion to compel closing is set for hearing Oct. 30 (Dkt. No. 647).
• Garland Facility equipment: Branford guarantees a net minimum of $2,375,000. The motion is pending.

PART I — Bulk Sale to 7 Brew (Dkt. No. 478, Entered Sept. 29, 2026)

Auction and Parties

• Seller: And Go Concepts, LLC, the tenant under all of the Debtors' leases.
• Buyer: Brew Culture, LLC (7 Brew), a Wyoming limited liability company, under an APA dated Aug. 25, 2026 per the First Amendment. The Auction Procedures Order referred to an Aug. 18, 2026 date.
• Back-Up Bidder: Dutch Bros, under its Aug. 4, 2026 APA.
• Auction outcome: Before the Aug. 31 auction, the Debtors determined that 7 Brew's bid qualified as an Alternative Transaction under the Dutch Bros APA. That threshold required a cash price exceeding the Dutch Bros price plus assumed liabilities, the termination fee and a $10 million overbid. At the auction, the Debtors selected 7 Brew as Successful Bidder.
• Auction format: transcribed; three-tier bidding (highest-value, mid-value and nominal/liability-assumption properties); 2% topping increments.
• Findings: The Court found that 7 Brew is not an insider and that the APA was negotiated at arm's length and in good faith.

Purchase Price

• Under a First Amendment dated Sept. 29, 2026, the Purchase Price is $123,452,384.02, subject to further adjustment under the APA.
• Removed sites. The First Amendment removed ten sites:
  • Group A: 1107 (Mesa), 1121 (Phoenix), 1134 (Casa Grande), 1157 (Laveen), 1704 (Owasso, OK), 1903 (Las Vegas) and 1917 (Las Vegas);
  • Group B: 1152 (Surprise), 1437 (Mesquite, TX) and 1921 (Henderson, NV).
  Part II covers what happened to these sites in the Non-Bulk Sale.
• Rejection fees. The first three Group A rejections carried no fee. The next four triggered fees of $100,000.77 each, totaling $400,003.08.
  • No free rejection allowance remains; any further Group A rejection triggers the same per-lease fee.
  • Group B rejections carry no fee.
  • 7 Brew may not acquire any rejected site from its landlord for eight months after Closing.
• Deposit. 7 Brew's deposit is held in escrow and is not estate property until released. The amount is not disclosed.

Assumed Leases and Cures

• The Cure Schedule lists 62 leases with total cure of $773,983.17:
  • Arizona and Nevada: 38 leases, $499,194.85;
  • Texas and Oklahoma: 24 leases, $274,788.32.
• Payment. The Seller pays all cure amounts, and counterparties are enjoined from seeking cure from 7 Brew.
• Cure disputes:
  • Apache Hacienda, LP (Dkt. No. 376), Unit 1906, Las Vegas: the Debtors must reserve $267,718.85 from sale proceeds pending a hearing.
  • Tony W. and Marva Brooks Family Trust (Dkt. No. 387): agreed undisputed cure of $16,250, with the landlord reserving its rights to the remainder.
• Supplemental cure procedures:
  • The Debtors file a Closing Notice within two business days of Closing.
  • Counterparties may file claims for accrued but unbilled amounts until 30 days after Closing.
  • The Debtors and the Committee may object within 30 days after that bar date.
  • Undisputed amounts are paid within 45 days after the bar date, by the Debtors only.
• Use restrictions. Lease provisions limiting use to a "Salad and Go" restaurant or a specific brand are unenforceable de facto anti-assignment provisions. 7 Brew may operate under its own brand.
• Lease-specific resolutions:
  • Store 1161, Gilbert (Dkt. No. 344): any landlord–buyer lease amendment controls.
  • McKinney, TX (Dkt. No. 374): any landlord–buyer lease amendment controls.
  • Store 1137, Phoenix: the ground lease permitted use is modified to allow a 7 Brew drive-thru.

Dutch Bros Termination Fee and Back-Up Bid

• The Termination Fee of $3,800,000 plus reasonable documented expenses is an allowed administrative claim. It is paid directly to Dutch Bros from sale proceeds at the Bulk Sale Closing.
• Dutch Bros applied $1,236,293 of this fee toward its Non-Bulk purchase price (see Part II).
• The Dutch Bros APA remains in effect as a back-up bid for 60 days from the close of the Aug. 31 auction.
• Original Dutch Bros APA terms (relevant only if the back-up is triggered):
  • $105 million price, with a $10 million deposit;
  • price reduction of $2,058,823.53 per rejected Arizona or Nevada lease;
  • $100,000 fee for each rejection beyond five;
  • Outside Date of Dec. 31, 2026.
• Related agreements. Equity holders owning approximately 65% signed a Side Letter agreeing to turn over to Dutch Bros any excess distributions from an Alternative Transaction. The Auction Procedures Order separately required the Debtors to escrow "Surplus Proceeds" for Dutch Bros, but it did not approve the underlying Surplus Proceeds Agreement. The Bulk Sale Order does not address either agreement.

Taxes, Rent and Use of Proceeds

• Rent. The Debtors pay all Assumed Lease obligations due Oct. 1, 2026, including Transaction Privilege Tax.
• Texas property taxes:
  • 2025 and prior-year delinquent taxes must be set aside from proceeds before any other disbursement and paid within three business days after Closing.
  • The pre-Closing portion of 2026 taxes is estimated, deducted from the price, and paid by 7 Brew at Closing.
  • 7 Brew bears post-Closing 2026 taxes, subject to a true-up.
• Non-Texas property taxes. The Debtors pay 2026 taxes due on or before Oct. 1, 2026. The same estimate, deduct-and-pay and true-up mechanics apply.
• Directed uses of proceeds:
  • the Dutch Bros Termination Fee;
  • the $267,718.85 Apache Hacienda reserve;
  • Texas delinquent taxes.
• Other findings.
  • The Court found:
    • the sale is free and clear, including of radius, use and exclusivity provisions;
    • 7 Brew bears no successor liability;
    • 7 Brew is a good-faith purchaser under section 363(m);
    • the sale is not a sub rosa plan.
  • The order is final under Rule 54(b), and the 14-day stays are waived.
  • Closing has not been reported in the filings reviewed.

PART II — Non-Bulk Sale (Dkt. No. 599, Entered Oct. 16, 2026; Dkt. No. 648, Entered Oct. 27, 2026)

Process Overview

• Bidding procedures (Dkt. No. 240):
  • 10% good-faith deposit;
  • 2% minimum overbid;
  • authority to mix and match bids across properties;
  • landlords may bid for their own leases using credits for undisputed amounts owed under the lease;
  • 30-day back-up bid period;
  • Bid Deadline of Sept. 24, 2026.
• Auction and hearing. The auction was held as a single unified auction on Sept. 30, 2026. The Notice of Auction Results was filed Oct. 1 (Dkt. No. 490), with adequate assurance objections due Oct. 6. The Court held the Non-Bulk Sale Hearing on Oct. 14 and entered the Initial Non-Bulk Sale Order on Oct. 16, relying on the Declaration of Douglas J. Brickley (Dkt. No. 537-2).
• Assets sold:
  • unexpired leases and site-level FF&E;
  • intellectual property, including the Salad and Go trade name, trademarks, recipes, operating systems and related goodwill;
  • permits, licenses, and books and records.
  Central kitchen assets and Bulk Sale assets are excluded.
• Approved Leases (Dkt. No. 599). Lease approvals are limited to 26 "Approved Leases":
  • Stores 1101, 1103, 1104, 1106, 1108, 1109, 1110, 1113, 1122, 1124, 1127, 1140 and 1142;
  • Stores 1144, 1145, 1146, 1149, 1152, 1163, 1164, 1168, 1174, 1416, 1422, 1440 and 1912.
  An APA applies to any other lease only after a further order approving that lease's assignment.
• Second Non-Bulk Sale Order (Dkt. No. 648). After the Oct. 20 hearing, the Court entered a second order on Oct. 27, again relying on the Brickley Declaration.
  • Its Approved Leases are limited to Stores 1107, 1134, 1413, 1434 and 1451.
  • The Swig and Beyond Salt and Pepper APAs are in substantially the same form as those attached to Dkt. No. 599. The Sipside 1 LLC APA is newly attached.
  • The HH Objections to Stores 1107 and 1134 were overruled.
  • Assets covered by the Initial Non-Bulk Sale Order and the Bulk Sale Order are excluded.
• Several obligations. Under both orders, each buyer's obligations are several, not joint. No closing is conditioned on another buyer's closing, and each order operates as a separate order for each buyer.
• Closing. All seven APAs target an Oct. 30, 2026 closing.

Stalking Horse Outcomes and Bid Protections

• 7 Brew and Swig. Each won all of the assets in its stalking horse package, and no bid protections are payable to either.
• Dutch Bros Group B package. The package was split at the auction.
  • 7 Brew won Stores 1104 and 1174.
  • Dutch Bros won Stores 1106, 1110 and 1122.
  • The five Group B sites now bring $4,621,554 in combined consideration, compared with the $4.0 million stalking horse bid.
• Dutch Bros Termination Fee. The sale of Stores 1104 and 1174 to 7 Brew is an Alternative Transaction, so Dutch Bros is entitled to a $120,000 Termination Fee (3% of its stalking horse price).
  • The Court allowed the fee as an administrative claim under section 503(b) and found it within the protections authorized by the Bidding Procedures Order.
  • The fee is payable within five days after the 1104/1174 closing. The amount is held in escrow from those proceeds and is not estate property.
  • The fee is Dutch Bros' sole remedy for termination of its stalking horse APA as to those two stores.
• No other bid protections. No other break-up fee, termination fee or expense reimbursement is approved or payable. This applies notwithstanding protection language that remains in the 7 Brew and Swig final APAs. Sipside waived all bid protections in its APA.

Brew Culture, LLC (7 Brew) — $6,591,554

• APA: dated Oct. 1, 2026; $200,000 deposit previously paid.
• Sites, prices and back-up bids:
  • Store 1101, Gilbert: $500,000; no back-up.
  • Store 1149, Litchfield Park: $500,000; back-up Dutch Bros at $1,000,000.
  • Store 1416, Fort Worth, TX: $500,000; back-up Sip and Go, LLC at $511,111.
  • Store 1440, McKinney, TX: $500,000; no back-up.
  • Store 1174, Laveen: $2,595,777; back-up Dutch Bros at $900,000.
  • Store 1104, Mesa: $1,995,777; back-up Dutch Bros at $900,000.
  Exhibit B lists back-up prices for Stores 1149 and 1416 that exceed 7 Brew's prices. The order does not explain the difference.
• Cure: The Seller pays required cure costs.
• Disputed leases: may close later. If an objection is still pending on Dec. 14, 2026, 7 Brew may drop that lease and recover the related portion of its deposit.
• Outside Date: Dec. 31, 2026.

Swig Stores, LLC — $7,105,001 Approved

• APA: dated Oct. 2, 2026. The APA covers 13 sites for $7,305,001, and a $825,000 deposit has been delivered. Eleven sites ($7,105,001) are approved across the two orders, and Swig was released from two ($200,000).
• Sites approved by Dkt. No. 599:
  • Store 1127, Tempe: $780,000 (see closing dispute below)
  • Store 1108, Surprise: $700,000
  • Store 1124, Phoenix: $700,000 (see closing dispute below)
  • Store 1140, Tucson: $700,000
  • Store 1144, Queen Creek: $700,000
  • Store 1145, Glendale: $700,000
  • Store 1163, Goodyear: $700,000
  • Store 1146, Goodyear: $400,000
  • Store 1912, Las Vegas: $300,000
  • Store 1113, Queen Creek: $1,425,000; back-up Dutch Bros at $1,400,000
• Site approved by Dkt. No. 648: Store 1134, Casa Grande, for $1, after the HH-Casa Grande objection was overruled. The $6,905.72 cure has been paid. The Debtors pay the pre-Closing non-Texas property taxes for Store 1134 at Closing, using proceeds from Swig's closing under the Initial Non-Bulk Sale Order.
• Released sites. To resolve the objections of the landlords for Store 1702, Broken Arrow, OK (Beyond Good, LLC), and Store 1704, Owasso, OK (Srikarvichu OK LLC), Dkt. No. 648 releases Swig from any obligation to buy those leases ($100,000 each) and their related site assets.
  • The $20,000 of Swig's deposit attributable to those sites is applied to the purchase price at Swig's initial closing.
  • The Debtors release all claims against Swig, Quench Unlimited, LLC and their related parties in connection with the two sites.
• Stores 1113 and 1134 were added to the package after the stalking horse bid.
• Additional Sites. Stores 1118 (Chandler) and 1147 (Scottsdale) are 7 Brew Bulk Sale leases. If the Bulk Sale fails to close as to either site, Swig may acquire it for $700,000.
• Franchisee assignment. Swig may assign sites to franchisees: Quench Unlimited LLC for the Oklahoma sites (since released) and Smuin Group, LLC for Store 1912.
• Other APA terms:
  • Swig bears 100% of non-exempt transfer taxes.
  • Termination Date is 14 days after the Sale Order (Oct. 30, 2026, 5:00 p.m. ET).
  • The Oct. 16 Sale Order deadline was met.
• Store 1108 (Litchfield & Bell). The landlord, the Miry and Zeev Rabinovitch Family Trust, agreed to:
  • change the permitted use to a Swig specialty beverage and snack concept;
  • a 180-day renovation grace period, during which rent continues;
  • payment of the $22,170.24 cure at Closing.
  Swig Holdings, LLC must deliver a guaranty.

Swig Closing Dispute — Emergency Motion to Compel (Dkt. No. 647, Filed Oct. 27, 2026)

• Dispute. After entry of the Initial Non-Bulk Sale Order, Swig, through counsel Mayer Brown LLP, told the Debtors it intends to exclude Store 1124 (Phoenix, $700,000) and Store 1127 (Tempe, $780,000) and cut its price by their combined $1,480,000 allocation. Swig relies on APA § 1.6(a), which lets the Buyer, up to three days before Closing, decline to assume any contract designated as an Assumed Contract and remove it from the Executory Contract Schedule.
• Debtors' account of the facts:
  • Swig has not asserted a failed closing condition, a Seller breach or a Material Adverse Effect.
  • The Store 1124 landlord's objection was resolved before the Sale Order, and no landlord objected to the Store 1127 assignment.
  • Neither store has a Back-Up Bidder. Cures are $9,965.74 (1124) and $9,565.05 (1127).
  • As of filing, the Seller had received no notice under the APA's notice provision (§ 8.1). Any § 1.6(a) election was due by Oct. 27.
  • The estates continue to incur administrative rent on the two leases, which the Debtors did not reject in reliance on Swig's bid.
• Debtors' arguments:
  • Section 1.6(a) only removes a contract from the Executory Contract Schedule. The leases are Purchased Assets ("Assumed Leases") under § 1.1(a), together with site FF&E and other assets that § 1.6 does not address. Section 1.6 is a cure-cost mechanism for ancillary contracts such as utility agreements.
  • Section 2.1 allows price reductions only under § 1.1 (Additional Sites), § 6.5 (Disputed Leases with objections still pending Dec. 14 and not caused by the Buyer) and § 7.1(d)(iii) (Seller unable to satisfy closing conditions for a Site). Section 1.5 separately removes contracts with unresolved objections 90 days after Closing. None applies.
  • Swig's reading would turn an irrevocable, non-contingent stalking horse bid into a free option.
  • Paragraph 8 of the Initial Non-Bulk Sale Order approves only exclusion rights that already exist under the APA. Dkt. No. 648 (¶ 12) repeats the same language.
  • Under Delaware law, the implied covenant of good faith limits Swig's "sole discretion." Section 5.3(a)(iv) also bars actions that would materially impair or delay Closing.
  • Swig stipulated to irreparable harm and specific performance (§ 8.6) and agreed not to object to that remedy.
• Relief requested:
  • a determination that § 1.6(a) and ¶ 8 do not allow Swig to exclude any approved Site or reduce the price on that basis;
  • an order directing Swig to close on all its Approved Leases, including Stores 1124 and 1127, within three business days after entry;
  • an injunction barring Swig from terminating under the Oct. 30 Termination Date (§ 7.1(d)(iii)), to the extent the missed closing results from Swig's refusal to close.
• Reserved rights. The Debtors reserve forfeiture of the $825,000 deposit as liquidated damages, damages (including for willful breach), termination under § 7.1(e), and an adversary proceeding.
• Hearing: Oct. 30, 2026, 8:30 a.m. CT, on an emergency basis.

Boersma Bros. LLC (Dutch Bros) — $1,356,293

• Sites and prices:
  • Store 1106, Phoenix: $10,000
  • Store 1110, Chandler: $10,000
  • Store 1122, Tempe: $10,000
  • Store 1168, Chandler: $1,300,000; back-up Swig at $1,200,000
  • Store 1164, Surprise: $26,293; back-up 7 Brew at $25,777
  Exhibit B lists the buyer as "Dutch Bros., LLC."
• Payment. No new cash changes hands. The price is satisfied by:
  • crediting the $120,000 stalking horse Termination Fee;
  • the Debtors retaining $1,236,293 of the $3.8 million Bulk Sale Termination Fee otherwise payable to Dutch Bros.
  The balance of the Bulk Sale fee remains payable under the August APA.
• Cure: The Seller pays required cure costs.
• Disputed leases: If an objection is still pending on Dec. 14, 2026, Dutch Bros may drop that lease, with the price reduced by the site's allocation.
• Outside Date: Dec. 31, 2026. The APA's effective date is blank in the filed copy.

Just Salad New York LLC — $92,938 Inclusive of Cure

• APA: dated Sept. 25, 2026; $9,293.80 deposit held by Kroll.
• Sites and prices:
  • Store 1142, Gilbert: $34,000 plus cure
  • Store 1109, Phoenix: $10,000 plus cure
  • Store 1152, Surprise: $10,000 plus cure (a site removed from the Bulk Sale)
• Cure and price cap. Just Salad pays the cure for its three leases, credited against the price. Its total outlay is capped at $92,938.
  • The Revised Cure Schedule puts the three cures at $42,876.75.
  • The APA had scheduled $38,938.
• Seller obligations. The Seller bears all pre-Closing rent, including October 2026 rent.
• All-or-nothing purchase. Just Salad need not buy fewer than all three sites.
• Termination rights. The Termination Date is the later of 10 days after the Sale Order or Nov. 13, 2026. Just Salad may also terminate if the Sale Order is not entered by Dec. 1, 2026.
• Store 1142 (Higley). Just Salad Holdco LLC will provide the landlord, MSR Higley LLC, an 18-month limited guaranty covering base rent, CAM and real property taxes.
• Store 1152 (Bell Road). The site-specific provision is still under negotiation and may be added by stipulation.

Beyond Salt and Pepper, LLC — $180,002 Approved

• APA: dated Oct. 3, 2026. The buyer is an Arizona limited liability company.
• Assets and prices:
  • The Salad and Go intellectual property: $180,000. Back-up AYG Acquisition Series at $151,112.
  • Store 1103, Gilbert: $1.
  • Store 1107, Mesa: $1, approved by Dkt. No. 648 after the HH-Poca Fiesta objection was overruled. The $10,911.89 cure has been paid, and the HH landlords withdrew any claim to additional cure.
• Other terms:
  • The buyer bears 100% of non-exempt transfer taxes.
  • The Seller could terminate if the Sale Order was not entered by Oct. 23, 2026; that deadline was met.

Rita's Stores, LLC — $171,869

• Site: Store 1422, Watauga, TX. The APA is undated in the filed copy.
• Seller remedies. If Rita's fails to close, the Seller's sole remedy is the deposit; specific performance against Rita's is not available.
• Transfer taxes are borne by the party on which they are imposed.
• Landlord agreement. The landlord, Brookwillow Watauga, LLC, agreed that Rita's may:
  • install Rita's-branded signage, subject to sign-plan approval;
  • assign or sublease to a Rita's-approved operator on 30 days' notice, without landlord consent or fees.
  Rita's is not released from post-assignment liability.

Sipside 1 LLC — $210,000 Approved (Dkt. No. 648)

• APA: dated Oct. 5, 2026. The buyer is a Connecticut limited liability company whose principals are Matthew Bailey and John Brennan. The APA covers four Texas sites for $230,000, with a $23,000 deposit (10%) held by Kroll.
• Sites, prices and designated assignees:
  • Store 1413, Hurst: $180,000; TX Sipside 3 LLC. Approved.
  • Store 1434, Prosper: $20,000; TX Sipside 5 LLC. Approved. No objection was filed, and the landlord is deemed to have consented.
  • Store 1451, Allen: $10,000; TX Sipside 7 LLC. Approved.
  • Store 1468, Waco: $20,000; TX Sipside 6 LLC. Still reserved.
  Sipside remains liable for its APA obligations despite the designations.
• Cure. The APA has the Seller bear all cure costs, paid by Sipside at Closing as a credit against the price. The order has the estates pay all cure amounts.
• Other APA terms:
  • Closing on Oct. 30, 2026, or within three business days after the closing conditions are satisfied or waived, if later.
  • Termination Date of Nov. 30, 2026, extended while Sipside serves as a back-up bidder.
  • The Seller could terminate if the Sale Order was not entered by Oct. 31, 2026; that deadline was met.
  • Sipside bears 100% of non-exempt transfer taxes.
  • The deposit is forfeited as liquidated damages if Sipside fails to close when required.
• Store 1413 (Hurst). The settlement with the landlord, Singel Property One LLC, provides:
  • a $33,333.33 cure, paid as a condition to assignment;
  • a joint and several guaranty by Sipside 1 and its two principals, capped at 18 months of lease obligations for the first five years after assignment and six months for the rest of the term, subject to the landlord's actual damages and duty to mitigate;
  • a security deposit of one month's rent at closing, held for the lease term;
  • conditions to assignment: the cure payment, an application and approval letter for an SBA or similar loan, the signed guaranties and the security deposit. If any condition fails, the lease drops out as an Approved Lease and Singel's objections revive;
  • Sipside pays the full year of 2026 real property taxes at Closing, with the Debtors crediting taxes accrued through Closing.
• Store 1451 (Allen). The settlement with the landlord, CNR Texas Ventures LLC, provides:
  • an $8,750 cure (unpaid August 2026 rent), paid as a condition to assignment, with the Debtors paying rent until assignment;
  • a joint and several guaranty by TX Sipside 7 LLC and the two principals, capped at 18 months for the first five years. The cap drops to six months only if no rent went unpaid for 120 consecutive days during those five years;
  • a security deposit of one month's rent at closing;
  • a joint and several indemnity for claims that the tenant's use violates the use restrictions in a recorded 2022 Reciprocal Easement Agreement, with quarterly product-revenue reporting, audit rights and a side letter agreeing to comply;
  • conditions to assignment: the guaranties, indemnities, side letter and security deposit. If any condition fails, the lease drops out as an Approved Lease;
  • the same 2026 property tax treatment as Hurst.

Reserved, Released and Excluded Leases

• Outcome of the Oct. 20 hearing on the eight Reserved Leases:
  • approved by Dkt. No. 648: Stores 1107 (Beyond Salt and Pepper), 1134 (Swig), and 1413, 1434 and 1451 (Sipside);
  • released: Stores 1702 and 1704, with Swig relieved of any obligation to buy them;
  • still reserved: Store 1468, Waco (landlord Andi and Chopin Property, LLC), to Sipside. Objections, including adequate assurance and cure objections, are set for hearing Oct. 27, 2026 at 8:30 a.m. CT, or another date set by the Court.
• Excluded Leases. The following ten leases are not being sold. Objections relating to them are overruled as moot, and all parties' rights on any future assumption or rejection are preserved.
  • 1608 (Oklahoma City)
  • 1461 (Fort Worth)
  • 1703 (Tulsa)
  • 1908 (Las Vegas)
  • 1121 (Phoenix)
  • 1157 (Phoenix)
  • 1437 (Mesquite)
  • 1917 (Las Vegas)
  • 1167 (Phoenix)
  • 1903 (Las Vegas)
• Sites removed from the Bulk Sale. The ten sites removed from the Bulk Sale by the First Amendment ended up as follows:
  • sold: 1152, to Just Salad; 1107, to Beyond Salt and Pepper; 1134, to Swig;
  • released from the Swig sale: 1704;
  • excluded: 1121, 1157, 1437, 1903 and 1917;
  • not addressed in the filings reviewed: 1921.

Cure Amounts

• Initial Non-Bulk Sale Order. The Revised Cure Schedule covers the 26 Approved Leases, with total cure of $325,572.89:
  • Arizona and Nevada: 23 leases, $290,786.87;
  • Texas: 3 leases, $34,786.02.
• Second Non-Bulk Sale Order. The Revised Cure Schedule covers five leases, with total cure of $69,312.61:
  • Arizona: Store 1107, $10,911.89; Store 1134, $6,905.72 (both already paid);
  • Texas: Store 1413, $33,333.33; Store 1434, $9,411.67; Store 1451, $8,750.00.
• Who pays. Except for Just Salad's cures, the estates pay all cure amounts and supplemental cure claims, including from sale proceeds. Buyers are enjoined against cure claims.
  • The Beyond Salt and Pepper, Rita's and Swig APAs place cure costs on the buyer.
  • Both orders provide that no buyer other than Just Salad bid to pay cure, and the orders govern over inconsistent APA terms.
• Supplemental cure procedures (same under both orders):
  • The Debtors file a Closing Notice within five business days of Closing.
  • Claims are due 30 days after Closing.
  • The estates pay undisputed amounts, or object, within 30 days of the claim filing.
  • A failure by the estates to pay does not create a default against the buyer.
• Post-Closing Lease Obligations (Dkt. No. 648). Buyers bear indemnification obligations for events on or after Closing and repair, maintenance and replacement obligations due after Closing, even for conditions that existed at Closing. Buyers are not liable for damages from the Debtors' pre-Closing failures. Landlords may enforce guaranties and apply security deposits against buyers.

Rent and Taxes

• Rent. The Debtors pay Assumed Lease obligations due before Oct. 31, 2026, including Transaction Privilege Tax, and bear all rent attributable to pre-Closing periods.
• Texas property taxes:
  • 2025 and prior-year delinquent taxes are set aside from proceeds and paid within three business days after Closing.
  • 2026 taxes become the buyer's responsibility.
  • The Debtors' prorated pre-Closing share is estimated three business days before Closing and credited against the price, subject to a true-up.
  • The Texas taxing authority group now also includes jurisdictions represented by Abernathy, Roeder, Boyd & Hullett, P.C.
  • For the Hurst and Allen stores, Sipside pays the full year of 2026 taxes at Closing, with a Debtor credit for taxes accrued through Closing.
• Non-Texas property taxes:
  • The Debtors pay 2026 taxes due on or before Oct. 31, 2026 that are attributable to periods before that date.
  • Accrued pre-Closing taxes are deducted from the price and paid by the buyer at Closing. For Store 1134, the Debtors pay them at Closing from Swig's initial closing proceeds.
  • The buyer bears taxes thereafter, subject to a true-up.

Back-Up Bids and Other Provisions

• Back-up bids. Back-up bids stay open for 30 days after the auction. If a winning bidder fails to close, the back-up bidder becomes the buyer on 24 hours' notice without further order. Affected landlords have five days to object.
• Use restrictions. Brand and use restrictions are unenforceable against the buyers, who may operate under their own trade names. Counterparties that did not object are barred from asserting radius, location, use and exclusivity claims. Assignments are otherwise cum onere. Under Dkt. No. 648, the override applies only to the assignment to the buyer or its affiliate; those restrictions remain enforceable against any later assignee.
• Other findings and terms.
  • The Court found:
    • the sales are free and clear;
    • the buyers bear no successor liability;
    • the buyers are good-faith purchasers under section 363(m);
    • the sales are not a sub rosa plan.
  • Protected "Buyer Parties" include franchisees.
  • Both orders are final under Rule 54(b), and the 14-day stays are waived.
  • Deposits are not estate property until released.
• APA modifications. Any modification must be served on the Committee within one business day. Modifications with a material adverse effect on the estates must be filed and are subject to a five-day objection period.

PART III — De Minimis Asset Sales (Dkt. No. 460, Entered Sept. 28, 2026)

• Scope. The order permits non-insider sales of De Minimis Assets free and clear under section 363, with liens attaching to proceeds. The assets covered are defined in the motion (Dkt. No. 274).
• Sales up to $25,000:
  • e-mail notice to the U.S. Trustee, lienholders, DIP Lender counsel and Committee counsel;
  • for Texas assets, also to the Texas taxing authorities;
  • five business days to object.
• Sales over $25,000 up to $100,000:
  • a filed notice, also served on Rule 2002 parties;
  • seven business days to object.
• Objections and amendments. A timely objection blocks the sale unless the objection is resolved or the Court approves. Materially amended terms reopen the objection period for three calendar days.
• Reporting. Monthly sale reports begin with the month ending Oct. 31, 2026, due within 30 days after month-end.

PART IV — Garland Facility Equipment Auction (Dkt. No. 518, Filed Oct. 6, 2026; Pending)

• Relief requested. The motion seeks to retain Branford Auctions, LLC under a Guarantee Auction Services Agreement and to sell, free and clear, approximately 110 pieces of food-grade processing equipment. The equipment sits at the leased Garland Facility, 2610 McCree Rd, Garland, TX, and had an original cost of approximately $13,609,774.
• Format. An online-only auction on or before Nov. 18, 2026. Branford's term ends no later than Dec. 31, 2026.
• Economics:
  • Branford guarantees the Debtors a net minimum of $2,375,000, paid within five business days after the auction.
  • Branford keeps the next $75,000 of gross proceeds.
  • The Debtors receive 100% of gross proceeds from $2,450,000 to $2,800,000, and 90% of gross proceeds above $2,800,000.
  • Branford keeps a 20% buyer's premium and charges no expenses to the estate.
• Use of proceeds. Under the proposed order, net proceeds go to the DIP Lender or are applied under the DIP Orders.
• Credit bidding. Secured creditors with undisputed liens may credit bid.
• Objections are due 21 days after filing. No hearing date is set.

Key Dates

• Oct. 20, 2026: hearing on the eight Reserved Leases (held; see Dkt. No. 648).
• Oct. 27, 2026:
  • Second Non-Bulk Sale Order entered; Debtors' emergency motion against Swig filed;
  • 8:30 a.m. CT hearing on the Store 1468 Reserved Lease;
  • deadline for any Swig election under APA § 1.6(a), per the Debtors;
  • objection deadline for the Equipment Sale Motion (21 days after filing).
• Oct. 30, 2026:
  • 8:30 a.m. CT emergency hearing on the motion to compel Swig;
  • target closing date under all seven Non-Bulk APAs;
  • Swig Termination Date (5:00 p.m. ET);
  • approximate expiration of the Non-Bulk back-up bids (30 days after the auction);
  • approximate expiration of the Dutch Bros Bulk Sale back-up bid (60 days after the Aug. 31 auction).
• Oct. 31, 2026: deadline for Debtor payment of Non-Bulk lease obligations and non-Texas property taxes; the first de minimis reporting month ends.
• Nov. 13, 2026: earliest Termination Date under the Just Salad APA.
• Nov. 18, 2026: latest date for the Garland Facility equipment auction.
• Nov. 30, 2026: Termination Date under the Sipside APA.
• Dec. 1, 2026: Just Salad termination right if no Sale Order has been entered (now moot).
• Dec. 14, 2026: Disputed Lease Outside Date under the 7 Brew, Dutch Bros and Swig Non-Bulk APAs.
• Dec. 15, 2026: Branford settlement deadline.
• Dec. 31, 2026: Outside Date under the 7 Brew and Dutch Bros APAs; end of Branford's term.
• Post-Closing, Bulk Sale:
  • Closing Notice within 2 business days;
  • Texas delinquent taxes paid within 3 business days;
  • supplemental cure bar date 30 days after Closing;
  • undisputed supplemental cures paid within 45 days after the bar date.
• Post-Closing, Non-Bulk Sale (both orders):
  • Closing Notice within 5 business days;
  • Texas delinquent taxes paid within 3 business days;
  • supplemental cure bar date 30 days after Closing;
  • undisputed claims paid within 30 days of filing;
  • Dutch Bros $120,000 fee paid within 5 days after the 1104/1174 closing.